AUGIE JCA (Delivering the Lead Judgment): The appellant company A is in business as cargo line operators, berth discharge and sailing of bulk/ general cargo, haulage services and custom clearance of containerized and non-containerized cargo, and the 1st respondent is a venture capital company set up to finance and manage investments under the Small and Medium Enterprises Equity Investment Scheme (SMEEIS), introduced by the banker’s committee and supervised by the Central Bank of Nigeria (CBN). By a share purchase agreement dated 6 October 2006, the 1st respondent undertook to invest the sum of N52,911,000.00 (fifty-two million, nine hundred and eleven thousand naira) in the appellant by way of equity participation for the purchase of N6,012,613 (six million, twelve thousand six hundred and thirteen naira) ordinary shares at N8.80k per share representing 40% of its total shareholding. By clause 28.0 of the said share purchase agreement between the parties, it was agreed as follows: “…