Commercial Law Index

The respondent sued the appellant for default of payment in respect of loans granted to the appellant by the respondent in the course of the appellant’s employment.

The appellant claimed that liability in respect of the car loan should not have been determined solely by reference to the formal contract. Instead, the court should have had regard to extrinsic evidence.  

The appellant further claimed that the summary judgment granted against him by the court below was erroneously made as there was a plausible dispute between the parties for which leave should have been granted to the appellant to defend the action. The respondent contended that the factual situation representing the appellant's defence did not constitute a good defence on the merit to the claim of the respondent. This court agreed with the respondent.

The appellant submitted that his continued retention in the employment of the respondent was a condition precedent to his repayment of the loans and his employment having been terminated, the enforcement of the personal loans had been frustrated. This court held that this stance was not sustainable because the contracts of employment and personal loans between the parties were two distinct contracts and their duration not co-existent. Thus, the appeal was dismissed.

The plaintiff was a tenant in the defendant’s premises when the tenancy agreement was terminated by the defendant.

The main issue was whether the termination of the lease agreement between the parties was illegal because the plaintiff was not served with notice of termination of the lease agreement.

The court found that the plaintiff breached the terms and conditions of the lease agreement by failing to renew the lease agreement and defaulting on payment of the rent on time.

The court considered a clause of the parties' lease agreement, finding that the parties had agreed in their lease agreement that notices relating to their lease agreement would be served to each of them in various modes.  One of those modes was service by hand to the last official address of the party. Since the clause did not state that the notice must be served to the party in person or physically but to be served through his last official address the court found that service to the last official place of business of the plaintiff could not be said to have failed to meet the agreement of the parties.

Therefore, since the plaintiff was a tenant in the premises where the notice was served as he was doing his business there it cannot be said he was not served with notice to terminate the lease agreement because the notice was served to him through his last official place of business.

The court decided in favour of the respondent.

The claimant/appellant purported to buy a property offered to it by the defendant/first respondent and consolidate the transaction with its purchase of another of the latter’s properties. This was proposed via counter-offer. The appellant proceeded to pay a down-payment for both properties after the agreed time-period, the bulk of which was unilaterally appropriated by the respondent towards payment for only one of them in reverting to the terms of the original agreement. Aggrieved, the appellant approached the High Court seeking layered relief to uphold the consolidated sale. The trial court found that, on the facts, the consolidation agreement was valid but conditional on the specified time-frame. It was therefore aborted as time was of the essence and payment had not been made in the required period. Judgment was entered in favour of the first respondent.

Challenging the trial court’s decision, the appellant argued that a binding agreement had been created, and the respondent had waived the issue of timeous payment when it accepted the appellant’s performance beyond the stipulated time-period. The court dismissed this claim, finding in concurrence with the court below that the failure to meet the time requirement – a term that was accepted by the appellant – thwarted the consolidation. No waiver had occurred.

Specific performance was unavailable to the appellant as the respondent had not breached their existing agreement. Its claim attacking the trial court’s jurisdiction to make an order regarding the transfer and registration of the property – directed at the second respondent – also failed.

The appeal was accordingly dismissed.
 

The appellant claimed that a letter in dispute was not a contract but a proposal which outlined the services the respondent intended to render and the billing details. The court considered whether the statement of claim by the respondent disclosed a reasonable cause of action based on a binding contract. The other issue was whether the costs granted in the lower court were justifiable.

The court held that there must be a cause of action cognizable in law. In that light, an action founded on a contract must disclose the cause of action and court must restrict itself to the averments in the statement of claim. The court also held that costs follow the events and are compensatory in the court's discretion. 

The court did not determine the existence of the contract because a valid and enforceable contract is a substantive issue that should be determined at trial. The court also found that since the requisite factual elements were present in the statement of claim, a cause of action existed despite weaknesses and unlikelihood of success of the case. The court also found that the trial court awarded the costs reasonably and by the law.

Accordingly, the court dismissed the appeal. 

The court considered whether the second respondent was a public officer as defined under s 2(a) of the Public Officers Protection Act, 2004 (the act) and whether the revocation of the certificate of occupancy can be said to be for an overriding public interest as defined in s 28 of the Land Use Act. 

This case concerned an appeal of the judgment of the court below, declining jurisdiction, whereby the appellant claimed ownership of the land. 

It was argued that a minister does not fall within the confines of the definition of ‘public officer’ as contended in the act. 

The court found that the act applies not only to public officers but also to public officials who hold their respective offices for, or in trust of the public, thus, the minister is a public officer as contemplated in the act. Therefore, a public officer is a member of the public service. 

On the second point, the court held that s 28 of the Land Use Act gives the minister the power to revoke a right of occupancy for overriding public interest. Overriding public interest means the requirement of the land by the government of the state or by local government in the state, for public purpose within the state. 

The court found that the revocation of the right of occupancy was valid and for overriding public interest. 

Appeal dismissed. 
 

The court considered whether the invoice receipt issued by the first respondent to the appellant constituted a contractual agreement. 

The court held that the requirements for a valid contract are offer and acceptance, consideration, intention and capacity to contract. Further, in the absence of fraud, duress or plea of non est factum, the signature of a person on a document is evidence of the fact that he is either the author of the contents of the document. Therefore, a court is expected to uphold contracts once the condition precedents are met. 

The court found that the requirements for a valid oral contract were met and the parties intended the contract to be binding and enforceable. Further, the appellant had introduced the document which was admissible therefore had to rely on all the contents of the document. On whether the receipt issued for purchasing the vehicle constituted a valid contract, the court found that construing the receipt as a contract was an error in law. The court also found that the appellant intended to buy the car he purchased from the first respondent and only changed his mind when he had the duty to pay the balance.

Accordingly, the court dismissed the appeal and awarded costs to the respondent.
 

The issue determined by the courts was whether the appellant was an interested party in the suit and whether the firstand second respondent were owners of the property in dispute.

The dispute emanated from the decision of the lower court to award a certificate of occupancy to the respondents after their original certificate was revoked. When their original certificate of occupancy was revoked the land was allocated to the appellant who had built a shopping mall. The appellant challenged the decision to award the occupancy certificate to the respondents. It argued that the trial court lacked jurisdiction to hear the matter because of non-joinder of all parties whose rights were affected by the court’s decision. The appellant further claimed that their right to fair hearing was infringed.

The respondents argued that the revocation of the original occupancy certificate was null and void because it was in breach of the Land Act. They contended that they could not join the appellants because they did not know of their existence and they were original owners of the land. 

In deciding the matter, the court held that the respondents knew of the existence of the appellant and had a legal duty to join the appellant in the suit so that they can be given an opportunity to be heard. It ruled that the court had no jurisdiction to make orders that bind a party who was not given an opportunity to be heard. The appeal was thus upheld. 

The issue was whether the unilateral withdrawal of a bank guarantee by the appellant amounted to breach of contract.

The appeal emanated from judgement of trial court which found that the withdrawal of a bank guarantee by the appellant
was in breach of contract. The appellant had advanced a bank guarantee to the respondent to guarantee its trading capacity with MTN, a communications company for which it was a distributor. The parties agreed that the contract can only be terminated by giving 60 days’ notice period. The appellant unilaterally terminated the contract. 

The respondent successfully challenged the termination in a lower court and was awarded damages amounting to ten million Naira with pre-trial interest. The appellant appealed the decision on the basis that it withdrew the bank guarantee after the respondent breached the agreement. It argued that the respondent’s claim was premised on negligence which had not been proven.

The respondent maintained that the appellant breached the contract by withdrawing the bank guarantee resulting in MTN cancelling its distribution agreement with the respondent. It further argued the delivery of termination was never proved. 

The court held there was no evidence to show that the termination notice was delivered to the respondent. It found that the withdrawal of the bank grantee amounted to a breach of contract. The court ruled that it has no power to interfere with damages awarded by the lower court unless special circumstances exist. It found that the ten million award was too excessive warranting it to intervene.

The appeal was dismissed. General damages were reduced from ten million Naira to five million Naira.

The appellants, employees of the first respondent, appealed a decision against the lower court that dismissed the appellants’ suit claiming wrongful termination.

The court began its consideration of the appeal by assessing the implication of collecting entitlements by the appellants whilst their case was pending, and whether this estopped them from bringing a challenge against their termination. The Supreme Court held that collection of terminal benefits in respect of wrongfully terminated employment would not be a bar to challenging the wrongful termination. If a termination is wrongful then it cannot be remedied by the subsequent act of the injured party. The appellants were therefore held not to be estopped from challenging their termination.

The court held that the main issue for determination was whether employment of the appellants was wrongfully terminated. The sole witness for the appellants stated that there were conditions of service governing their employments, but failed to tender any documentary evidence in support thereof. The onus of proof rests on the appellants to tender the terms and conditions of service; failure to do so had dire consequences for the appellants’ case as it is a vital issue. The court held that at the trial the appellants failed to discharge the onus of proving wrongful termination and how the respondents breached the terms of employment. The appeal was dismissed for lacking merit

Second respondent was informed of a building for sale by the appellants with a 5% commission to whoever secured a buyer. Second respondent found a buyer but received no payment. He successfully claimed payment in the lower court, which the appellants appealed.

The issue was whether the second respondent was an agent of the appellants and entitled to the commission claimed.

Agency is created when the principal authorises the agent to act on their behalf, and the agent accepts to act on their authority. The appeal court agreed that the second respondent began acting as agent immediately after being given the sale price and rate of commission. The first appellant authorised several agents, including second respondent, to look for a buyer. The ultimate buyer was introduced to the first appellant by second respondent.

At issue was whether the second respondent could act as a commission agent or receive commission. He was not a qualified estate surveyor and valuer, or a member of the Nigerian Institute of Estate Surveyors, Agents and Valuers. Furthermore, a lawyer may not practice as a legal practitioner while engaging in the business of a commission agent. Though the second respondent contravened the latter rule, the court held that this contravention did not vitiate the agency agreement. A party who has benefitted from a contract cannot evade their obligations by relying on an allegation of illegality; illegality must be on the face of it. There was no illegality in the agency agreement.

The appeal was dismissed.

A claim by the appellant was repudiated by the respondent on the grounds that the deceased had misrepresented and failed to disclose to the respondent certain details of her pre-existing medical condition which materially affected the assessment of the risk under the policy by the respondent. The issue before the court was whether the deceased made a misrepresentation during the telephone conversation as well as materiality of any alleged misrepresentation or non-disclosure, does not arise in the absence of proof of the deceased’s pre-existing medical condition.

The court held that the respondent bore the onus to prove that the deceased had misrepresented herself to the respondent. The respondent also had to prove that the deceased had failed to disclose that she had received medical advice or treatment previously. There was however there was no clear understanding between the parties as to the evidential status of the contents of the hospital records. The court ruled that the respondent failed to discharge that onus to prove that the deceased did misrepresent herself as there was inadequacy and lack of clarity in the hospital records.

The court expressed that that the court a quo erred in concluding that it was not in dispute that the illnesses were noted correctly in the hospital records. The court also noted that the court a quo paid scant regard to the admissibility of the evidence as a result the parties had to file supplementary heads of argument.

 Accordingly the court upheld the appeal.

The respondent sold a car to a man who paid half price and took the vehicle
leaving the original registration book with the respondent. The new buyer on
the same day sold the car to the appellant. The respondent bought a suit
against the appellant and his predecessor in title for orders of specific
performance of the sale agreement, damages, interest and costs of the suit.
The trial court entered judgment for the respondent and the appellant’s
appeal to the court of appeal was dismissed hence this appeal.

The court considered whether; the land occupied by the respondent was registered land, the grant of the lease was fraudulent, and estoppel is applicable.

The court held that s 31(1) of the Land Act gives security of tenure to a tenant on registered land. Moreso, the implications of the abolitions of statutory leases in terms of art 237 of the Constitution remains a grey area. The court also held that security of tenure protects a bona fide occupant 's interest. Also, under s 176 of the Registration of Titles Act, a registered proprietor is protected against ejectment except in certain cases including fraud. Further, to procure registration of title to defeat an unregistered interest amounts to fraud. The court also held that registration tainted with fraud does not give rise to the doctrine of estoppel.

The court found that respondent must continue occupation because they were in undisturbed possession and occupation before the 1995 Constitution. The abolition of statutory leases did not automatically extinguish such right. Also found that fraud was attributable to appellants because the grant and registration of suit land in the name of the second appellant was intended to defeat the unregistered interest of the respondent.

Accordingly, the court dismissed the appeal with costs. Further ordered the first appellant to give due consideration to the respondent's application for a lease over the suit land including giving it a priority in the granting of the lease.