The Commercial Case Law Index is a collection of judgments from African countries on topics relating to commercial legal practice. The collection aims to provide a snapshot of commercial legal practice in a country, rather than present solely traditionally "reportable" cases. The index currently covers 400 judgments from Uganda, Tanzania, Nigeria, Ghana and South Africa.
Get started on finding judgments that are relevant to you by browsing the topic list on the left of the screen. Click the arrows next to the topic names to reveal a detailed list of sub-topics. Most judgments are accompanied by a short summary written by subject-matter expert postgraduate students from the University of Cape Town.
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 court below was correct in finding that the re-allocation of land was valid in law. Furthermore, it considered whether the below court was correct in finding that ownership could not be established, irrespective of a subsisting agreement and whether the court was correct in admitting inadmissible evidence.
The appellants alleged that they were staff of Nigerian Telecommunications Limited (‘NITEL’) purchased flats from NITEL and occupied them with supporting letters to confirm their purchase. They subsequently discovered that a portion of their land had been re-allocated and used as a car park without their consent.
The court found that a party for a declaration of title of land must show the court clearly the area of land to which the claim relates. The court found that the appellants did not prove their title by failing to prove acts of ownership or long possession.
On the issue of ownership, the court considered the five requirements for a contract to be valid, namely, 1) offer, 2) acceptance, 3) consideration, 4) intention to create a legal relationship and 5) capacity to contract. These must co-exist for a contract to be formed in law. It was found that a valid sale agreement had been established, therefore denoting ownership.
The court found that the admission of evidence which was made during the pendency of the suit was inadmissible and should not have been relied upon by the court below.
This appeal case concerns the sale of property. The appellant purchased Block 4BQ which the first respondent claimed is part of Block 1 which she previously purchased. The trial judge nullified the sale of Block 4BQ to the appellant. The appellant filed a counter-claim which was dismissed.
The court of appeal considered whether the lower court was right when it held that the first respondent, not the appellant, was entitled to Block 4BQ. The court held that the terms of the contract must be enforced and found that the evidence clearly implied that Block 4BQ was part of Block 1 which the first respondent purchased and fully paid for. Consequently, the decision of the lower court was confirmed.
The court also determined whether the lower court was right to dismiss the appellant’s counter-claim. The court held that the counter-claimant must establish the counter-claim. In this case, the counter-claimant failed to do so. Consequently, the court confirmed the decision by the trial court to dismiss the counter-claim.
This case concerns a dispute between property owners willing to sell that property and tenants of that property willing to buy it. The parties differ in their interpretation of what constitutes a binding contract.
The court considered whether the letters of expression of interest gave rise to contractual obligations between appellants and respondents. The court held that for the an acceptance of an offer to be valid, that acceptance must conform to the terms of the offer. In this case, none of the appellants satisfied the conditions stated in the letter of expression of interest in purchase of the house. Consequently, the court found that there was no valid acceptance and no valid contract.
The appeal court was also asked to consider whether the trial judge properly considered and evaluated the evidence presented before him. The court held that it is the duty of the trial court to review evidence and that it is not the role of the appellate court to substitute its views for those of the trial court unless the latter failed to consider the totality of the case. In this case, the court of appeal was satisfied that the trial court fully considered the case and, therefore, found no reason to temper with its findings.
The appeal was 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.
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.
Appeal against the judgment in favour of the respondent for arrear rent with costs. The appeal was brought on two grounds: the lower court erred by ordering the rent payable in British Pounds (GBP); and the trial court erred in holding that the burden of proving non-payment of the rent in GBP rested on the appellant.
The first issue concerned the interpretation and applicability of the Decimal Currency Act (the act) on the mode of payment of the rent, which was fixed by the Deed of lease. Applying literal interpretation, the court concluded that section 1(2) of the Act related only to contracts entered into in Nigerian Pounds. It was not the legislature’s intention to constrict contractors from deciding the terms and manner of payment. Parties to a contract are bound by its terms and conditions, and a court will respect the contract.
Issue two as to who bore the onus of proving the currency of payment post-Decimal Currency Act, was decided in favour of the respondent. The burden of proof generally lies with the plaintiff to establish their case, however this burden is not static. The respondent adduced evidence of non-payment of rent, the burden shifted to the appellant to adduce evidence rebutting this, and in proof of the assertion that regular payments of rent were made. The appellant failed to produce evidence that payment was made, and that it was done in Naira and not GBP.
The appeal was dismissed.