Can You Still Sue a Company That’s Being Wound Up?

CASE TITLE: SYNTEL I.G WILLS COMMUNICATIONS LTD v. NITEL PLC (2026) LPELR-83343(CA)

JUDGMENT DATE: 10TH MARCH, 2026

PRACTICE AREA: COMPANY LAW

LEAD JUDGMENT: BALKISU BELLO ALIYU, J.C.A.

SUMMARY OF JUDGMENT:

INTRODUCTION:

This appeal borders on winding up of a company.

FACTS:

This appeal is against the judgment of the Federal High Court, Abuja Judicial Division delivered on the 14th March 2014 by Hon. Justice A.F.A. Ademola.

The facts giving rise to this appeal, which are not in dispute are that the Appellant was the Claimant before the Federal High Court, Port Harcourt Division in an earlier Suit No. FHC/PH/CS/471/2011 instituted against the Federal Government of Nigeria and others, including the Respondent as the 6th Defendant. By that suit, the Appellant claimed declaratory, injunctive, and monetary reliefs premised on its alleged entitlement to fair and adequate compensation for improvements and upgrades carried out on NITEL’s network and facilities. On the 13th January 2014, the Federal High Court, Port Harcourt Division made an order for the parties to maintain status quo ante bellum, directing that the Respondent shall remain active pending the conclusion of trial.

​However, despite the pendency of Suit No. FHC/PH/CS/471/2011 at the Federal High Court Port Harcourt Division, the Respondent purportedly acting through the National Council on Privatization and the Bureau of Public Enterprises, commenced a winding up proceedings against NITEL at the Federal High Court Abuja, Division in Suit No. FHC/ABJ/PET/16/2013.

​The Appellant opposed the winding up petition and filed a motion on notice therein by which it sought an order dismissing or striking out the petition or alternatively staying the proceedings pending the determination of Suit No. FHC/PH/CS/471/2011 instituted at the Port Harcourt Division of the Federal High Court. The grounds of the motion included allegations that the petition was incompetent, that conditions precedent was not complied with, that the petition constituted an abuse of Court process, and that the petition for winding up NITEL was Ultra vires the powers of the petitioner. The Appellant filed a counter affidavit and a further affidavit, exhibiting the order of the Federal High Court, Port Harcourt directing that the status quo be maintained.

After considering all the affidavits of the parties and the written submissions of their respective counsel on the petition, the learned trial Judge granted the winding up petition, thereby dismissed the Appellant’s application.

Aggrieved by the decision, the Appellant filed the instant appeal.

ISSUE(S) FOR DETERMINATION:

The Court determined the appeal on these issues:

1. Whether on the facts and circumstances of this appeal, the lower Court was right to assume jurisdiction to hear and grant the Respondent’s winding up petition when there was a subsisting suit between the parties and injunction restraining the liquidation of the Respondent.

2. Whether the condgetrition precedent to the winding up petition was complied with before the same was heard and granted by the lower Court.

3. Whether the failure of the trial Judge to consider and pronounce upon the issue raised by the Appellant that the winding up of the Respondent does not qualify as privatization did not render his judgment perverse, thereby leading to a miscarriage of justice?

DECISION/HELD:

In the final analysis, the appeal was dismissed.

RATIOS:         

• COMPANY LAW- WINDING UP: Whether leave of Court is required to appeal against an order of winding-up/ appointment of provisional liquidator
• COMPANY LAW- WINDING UP: Position of the law where a winding up petition has been presented and an action or other proceeding against the Company is instituted or pending in any Court
• COMPANY LAW- WINDING UP: Condition(s) for granting an order for winding up petition

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