Olaide Tugbobo V. Chief Faramobi Adelagun (1974)

LawGlobal-Hub Lead Judgment Report

FATAYI-WILLIAMS JSC. 

This is an appeal from the judgment of the Lagos High Court dismissing the amended claims of the plaintiff against the defendant for-

(i) a full account of the Nigerian Produce Marketing Company’s stevedoring contracts carried out by the Faramobi Enterprises & Co., and the Defendant’s firm of Faramobi Enterprises from January, 1968, to the date of the hearing of the action;

(ii) payment by the defendant to the plaintiff of half the profits of such contracts;

(iii) an injunction restraining the defendant from operating the partnership’s business until the matter is disposed of.

In support of his claims the plaintiff averred in paragraphs 3, 4, 5, 6, 8, 9, 10 and 11 of his amended statement of claim as follows:-

“3. Prior to the 8th day of September, 1965, the plaintiff and the defendant entered into a business partnership agreement with the main purpose of carrying out stevedoring contracts. The partnership however at its inception did carry on other businesses.

4. On the 8th day of September, 1965, the plaintiff and the defendant as the sole partners and signatories applied for the registration of their partnership under the Registration of Business Names Act, 1961, as Faramobi Enterprises & Co. with the principal place of business at 22 Catholic Mission Street, Lagos.
5. The partnership was duly registered as No. 112830 and issued with a Certificate of Registration dated 20th September, 1965.
6. The plaintiff and the defendant agreed that the profits of the partnership shall be shared equally between the two of them and the partnership commenced business operations on 1st of October, 1965.
7. Between October, 1965, and December, 1967, the partnership, Faramobi Enterprises & Co., had some business transactions with the Nigerian Ports Authority, Nigeria Airways, the Nigerian national Shipping Lines Ltd., and the Ministry of Works and Housing, the profits of which were shared equally.
8. In January, 1968, the partnership, Faramobi Enterprises & Co. won a stevedoring contract of a continuing nature with the Nigerian Produce Marketing Company which said contract still subsists till this moment and according to its terms is likely to continue for the foreseeable future.
9. The said partnership commenced to operate the contract at Nigeria Produce Marketing Company’s Warehouses at Ikeja and Apapa in January, 1968, and still does.
10. From January, 1968, till this moment the defendant has refused in spite of repeated demands, to give account of the aforementioned Nigerian Produce Marketing Company contracts to the plaintiff and to pay over to the plaintiff his half share of the profits.”

The defendant’s reply to the above averments are stated in paragraphs 3, 4, 5, 7, 8 and 9 of his amended statement of defence. The reply reads-

“3. With reference to paragraphs 3 and 4 of the statement of claim the defendant admits that he on invitation of the plaintiff entered into a business partnership with the plaintiff but denies operating stevedoring contracts. The defendant further avers that he provided funds for running the said business. The plaintiff who described the business as that of clearing agents, was in charge of its day to day activities.

4. The defendant cannot admit or deny paragraph 5 of the statement of claim and with reference to paragraph 4 thereof the defendant cannot admit or deny that the partnership was registered under there Registration of Business Names.
5. The defendant admits paragraph 6 of the statement of claim but is not in a position to admit or deny that the business of the partnership was to commence on the 1st October, 1965.
6. The defendant is not in a position to admit or deny that Faramobi Enterprises & Co., had dealings with the various statutory Corporations and Ministry named in paragraph 8 of the statement of claim in that he did not participate personals in the said transactions except to the extent of supplying funds to the plaintiff for business purposes of which the defendant had no firsthand knowledge. The defendant admits that he shared with the plaintiff such profits as the plaintiff declared to him.
7. The defendant denies paragraphs 9 and 10 of the statement of claim.
8. In reply to paragraphs 11 and 12 of the statement of claim the defendant denies that he is liable to render an account to the plaintiff as claimed in the writ of summons.” It was common ground, however, that the Certificate of Registration (Ex. D) issued under the Registration of Business Names Act, 1961, to the firm of Faramobi Enterprises & Co. described the general nature of the firm’s business as “stevedoring contracts”.

What we can discern both from the pleadings and from the Certificate (Ex. D) is that there is no dispute –

(a) that there is a partnership agreement between the parties:

(b) that the general purpose of the partnership is the carrying out of stevedoring contracts;

(c) that, at its inception, it did carry out other “businesses” such as those of clearing agents;

(d) that the parties agreed that the profits of the partnership should be shared equally between the two of them; and