Green Africa Airway’s Co-founder Asks For 55 Percent Shares, N625m Damages

Green Africa Airway’s Co-founder Asks For 55 Percent Shares, N625m Damages

The newly established Green Africa Airways Limited, is currently faced with legal battle, as one of its finanacier and co-founder, Mr. Kenny Awosika, who resides in the United States of America (USA) has told a Lagos Federal High Court, that he is entitled to 55 percent of the airline’s authorised share capital.

Awosika also asked the court to compel the first defendant, Mr. Babawande Afolabi, to pay him the sum of N625 million as general, exemplary and aggravated damages for breach of the agreement.

Listed in the suit as second to sixth defendants are:  Green Africa Airways Limited; Taiwo Afolabi; Kuramo Africa Opportunity II (Mauritius) LLC; Corporate Affairs Commission (CAC) and the Nigerian Civil Aviation Authority (NCAA).

In the alternative, the plaintiff is praying the court to order the defendants to pay him the sum of $30,250,000.00 being the monetary value of 55 per cent of Green Africa Airways as at the last valuation in 2019.

He made the claims through his lawyers,  Femi Falana and Dada A. Awosika, both Senior Advocates of Nigerian (SANs) in a suit numbered FHC/L/CS/949/2021 wherein he alleged fraud, misrepresentation and deceit against Afolabi.

Awosika, in his statement of claim, averred that he is co-founder and a Director of Green Africa Airways Ltd (registered in Nigeria in 2015) and equally functions as its Director of Information Technology and Innovation of the second Defendant. 

He also averred that he is the founder and co-owner of Green White Group LLC (GWG Maryland), a limited liability company registered in Germantown, Maryland, United States of America.

The plaintiff stated that on September 26, 2013, he and Afolabi registered GWG, Maryland, with a 55-45 per cent ownership ratio in his favour. Adding that he took on most of the responsibilities of GWG Maryland by opening bank accounts and filing mandatory tax returns on behalf of the company, provided the financial and technical support for the formation and incorporation of Green Africa Airways.

He stated that it was agreed that he should stay back in the US, where he was earning a salary as a government contractor, so that he could financially support the incorporation of the Nigerian entity, while Afolabi would return to Nigeria to arrange for registering GWG Maryland’s airline business. And that with his financial and technical support, Afolabi had returned to Nigeria years earlier and registered the airline with the CAC with a N500 million initial Share Capital. 

Awosika said when he eventually resigned his job, as part of the agreement between both parties, exited his private businesses in the US, gave up his security clearance with the US government and returned to Nigeria to partake in running the business.

He averred that unknown to him, “and contrary to the arrangement between the parties, Afolabi listed himself and his brother Taiwo Afolabi (the 3rd Defendant) as the only subscribers and/or shareholders and directors of the second defendant at incorporation.

Awosika stated that he and Afolabi continued working towards the development of the airline business with his continued IT expertise and financial contribution towards the development of the air transport business. 
“It was imperative for the second defendant to obtain an Air Transport Licence (ATL) from the Nigerian Civil Aviation Authority prior to the operation of any airplanes.”

He explained that the first and second defendants were however cash strapped and unable to procure the funds required to obtain the ATL. So, he (Awosika) “painstakingly sold his only rental property to raise funds for the procurement of the ATL.” He also withdrew all the funds he had saved and transferred the total funds from both sources to the 1st Defendant for the procurement of the ATL.

He stated that his efforts yielded positive results as the NCAA an ATL to the 2nd Defendant for a period of 5 (five) years commencing from 8 January 2016 to 7 January 2021. And that having obtained an ATL, the second defendant was able to source for and woo investors both locally and internationally, including the fourth defendant, Kuramo Africa Opportunity II (Mauritius) LLC.

Th Plaintiff alleged that Afolabi, in negotiations with Kiramo Africa Opportunity, misrepresented himself as the sole founder of the business. When he (Awosika) accidentally found out in  2018, he demanded the documentation of his full rights as regards their business relationship. He also made several demands before Afolabi effected a change in the list of directors, adding Awosika as a director. 

Among his other claims were that Afolabi incorporated the GWG United Kingdom on October 4, 2018 and deliberately omitted the Plaintiff’s name as a shareholder from the incorporation documents in 2018, but lied that it was an error by the Chief Financial Officer (CFO) and that Afolabi deceived Awosika to provide his identification for the registration/incorporation but deliberately omitted Awosika’s name from the incorporation documents of the GWG United Kingdom and appointed himself and his brother as shareholders and directors in the company. 

Afolabi was also alleged to have, without Awosika’s knowledge, incorporated GWG Delaware to enter into contracts and to source for funds for the benefit of the the airline, and also deliberately omitted the Awosika’s name from the incorporation documents of GWG Delaware and appointed himself (Afolabi) and his brother as shareholders and directors in GWG Delaware. 

Other reliefs being sought by Awosika include an order removing forthwith the name of the third defendant as Director and Shareholder from the second defendant.

An order allotting 55 per cent of the authorised share capital in the second DDefendant to the plaintiff and compelling the fifth defendant to register the Plaintiff as subscriber and owner of 55 per cent authorised share capital of the 2nd Defendant. 

He is also seeking an order compelling the Company Secretary of the second Defendant to issue the share certificate for 55 percent authorised share capital of the second defendant in favour of the Plaintiff and to enter Awosika’s name and his seed investors into the Register of shareholders of the second defendant.

In another instance, he prayed for an order of perpetual injunction restraining Afolabi and the airline from carrying on any aviation business under any guise without the involvement of the plaintiff, a perpetual injunction restraining Afolabi and the airline from dealing with the ATL other than with Awosika’s express written consent.

He also prayed for an order of perpetual Injunction restraining the sixth defendant from transferring the ATL license issued in the name of the second defendant to any other company incorporated by or for the benefit of the first defendant.

The defendants are yet to file a response and no date has been fixed for hearing of the suit.