<p><strong>O. O. ADEKEYE, J.S.C: (Delivering the Leading Judgment): </strong>The appeal and cross-appeal, are against the ruling of the Lagos Division of the Court of Appeal delivered on the 22nd of July, 2002. at the court of trial, the Federal High Court Lagos, the minority share holders of the appellant sued the respondents on behalf of the company, in a derivative action and the cassus belli was meant to restrain the sale of 60% (sixty percent) shareholding in the 1st respondent company, Agip Petrol International B.V., to the 2nd respondent Unipetrol Nigeria Plc. to the endorsement on the writ filed by plaintiffs against the defendants jointly and severally, the claim read as follows:-</p><p> (1) A declaration that the purported sale of the 1st defendants&#x27; 225,902,969 (Two Hundred and Twenty-Five Million, Nine Hundred and Two Thousand, Nine Hundred and Sixty Nine) shares in the plaintiffs at the instance of the Directors who are in control and the other defendants in this suit in favour of the 2nd defendant…</p>