Airlines Co-Founder Demands 55 Per Cent Shares, N625m Damages

A United States-based Nigerian, Mr Kenny Awosika has asked a
Federal High Court in Lagos to declare him as a promoter/co-founder
of Green Africa Airways Ltd, entitled to 55 per cent of its
authorised share capital.

Awosika also prayed the court to compel the first defendant,
Babawande Afolabi, to pay him N625million as general, exemplary and
aggravated damages for breach of the agreement.

The second to sixth defendants in the suit are Green Africa
Airways Ltd, Taiwo Afolabi, Kuramo Africa Opportunity II
(Mauritius) LLC, Corporate Affairs Commission and the Nigerian
Civil Aviation Authority.

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 counsel Femi Falana SAN and D. A.
Awosika SAN 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 2nd Defendant.

He is also 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 averred that on 26 September 2013, he and Afolabi
registered GWG, Maryland, with a 55 – 45 per cent ownership ratio
in his favour.

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.

It was agreed that he should stay back in the US, where he was
earning a salary as a US 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.

Awosika 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.

Afolabi had, with Awosika’s financial and technical support,
returned to Nigeria years earlier and registered the airline with
the CAC with a N500million initial share capital.

The plaintiff averred that unknown to him, “and contrary to the
arrangement between the parties, the 1st Defendant listed himself
and his brother Taiwo Afolabi (the 3rd Defendant) as the only
subscribers and/or shareholders and directors of the 2nd Defendant
at incorporation.”

Awosika said 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 2nd 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 1st and 2nd Defendant 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.

His efforts yielded positive results as the Nigerian Civil
Aviation Authority awarded an ATL to the 2nd Defendant for a period
of 5 (five) years commencing from 8 January 2016 to 7 January
2021.

Having obtained an ATL, the 2nd Defendant was able to source for
and woo investors both locally and internationally, including the
4th Defendant, Kuramo Africa Opportunity II (Mauritius) LLC.

He 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 the 4th October 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 3rd Defendant as Director and Shareholder
from the 2nd Defendant.

AN ORDER allotting 55 per cent of the authorised share capital
in the 2nd Defendant to the plaintiff and compelling the 5th
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 2nd Defendant to issue the share certificate for 55 percent
authorised share capital of the 2nd Defendant in favour of the
Plaintiff and to enter Awosika’s name and his seed investors into
the Register of shareholders of the 2nd 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 6th Defendant from transferring the ATL license issued in the
name of the 2nd Defendant to any other company incorporated by or
for the benefit of the 1st Defendant.

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

A United States-based Nigerian, Mr Kenny Awosika has asked a
Federal High Court in Lagos to declare him as a promoter/co-founder
of Green Africa Airways Ltd, entitled to 55 per cent of its
authorised share capital.

Awosika also prayed the court to compel the first defendant,
Babawande Afolabi, to pay him N625million as general, exemplary and
aggravated damages for breach of the agreement.

The second to sixth defendants in the suit are Green Africa
Airways Ltd, Taiwo Afolabi, Kuramo Africa Opportunity II
(Mauritius) LLC, Corporate Affairs Commission and the Nigerian
Civil Aviation Authority.

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 counsel Femi Falana SAN and D. A.
Awosika SAN 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 2nd Defendant.

He is also 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 averred that on 26 September 2013, he and Afolabi
registered GWG, Maryland, with a 55 – 45 per cent ownership ratio
in his favour.

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.

It was agreed that he should stay back in the US, where he was
earning a salary as a US 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.

Awosika 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.

Afolabi had, with Awosika’s financial and technical support,
returned to Nigeria years earlier and registered the airline with
the CAC with a N500million initial share capital.

The plaintiff averred that unknown to him, “and contrary to the
arrangement between the parties, the 1st Defendant listed himself
and his brother Taiwo Afolabi (the 3rd Defendant) as the only
subscribers and/or shareholders and directors of the 2nd Defendant
at incorporation.”

Awosika said 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 2nd 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 1st and 2nd Defendant 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.

His efforts yielded positive results as the Nigerian Civil
Aviation Authority awarded an ATL to the 2nd Defendant for a period
of 5 (five) years commencing from 8 January 2016 to 7 January
2021.

Having obtained an ATL, the 2nd Defendant was able to source for
and woo investors both locally and internationally, including the
4th Defendant, Kuramo Africa Opportunity II (Mauritius) LLC.

He 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 the 4th October 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 3rd Defendant as Director and Shareholder
from the 2nd Defendant.

AN ORDER allotting 55 per cent of the authorised share capital
in the 2nd Defendant to the plaintiff and compelling the 5th
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 2nd Defendant to issue the share certificate for 55 percent
authorised share capital of the 2nd Defendant in favour of the
Plaintiff and to enter Awosika’s name and his seed investors into
the Register of shareholders of the 2nd 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 6th Defendant from transferring the ATL license issued in the
name of the 2nd Defendant to any other company incorporated by or
for the benefit of the 1st Defendant.

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