Mr. P. T. Adedeji V. Dr. Moses Obajimi (2018)

LAWGLOBAL HUB Lead Judgment Report

SIDI DAUDA BAGE, J.S.C.

This is an appeal against the Judgment of the Court of Appeal delivered on the 14th day of June, 2007; coram: Afolabi Fabiyi, Musa Dattijo Muhammed, Amina Adamu Augie, JJCA., sitting at the Ibadan Judicial Division of the Court of Appeal wherein, the learned Justices of the Court of Appeal allowed the Appeal taken out by the Respondent who was then the Appellant before the Court below. The facts that led to this appeal are hereinafter succinctly reproduced.

The Respondent, who at the time, was the chairman of a business concern: International Insurance Group Nigeria Limited intended to sell the business and the Appellant was willing to buy. To this effect, the Appellant and Respondent executed a Memorandum of understanding (Exhibit 7) on 4th February, 1999. By that Memorandum of understanding, parties agreed that the purchase price of the Business shall be N5,000,000.00 (Five Million Naira only), it was also agreed that the Appellant shall pay the purchase price on or before 30th April, 1999. It was also agreed by the parties that the Appellant shall bear some sundry

1

expenses one of which included 15% statutory deposit with the Central Bank of Nigeria.

The Appellant, went ahead to pay the sum of N500,000.00 (Five Hundred Thousand Naira only) as statutory deposit to the Central Bank of Nigeria.

The purchase price of N5,000,000.00 (Five Million Naira Only), remained unpaid by the Appellant by 30th April, 1999, the date agreed by parties in Exhibit 7 for fulfillment of same. The Appellant however, on 26th October, 1999 wrote to the Respondent and his privies demanding from the Respondent the refund of the sum of N500,000.00 (Five Hundred Thousand Naira only), which had earlier been paid to the Central Bank of Nigeria. The Respondent, miffed by the Appellant’s demands instituted an action before the High Court of Oyo State, Ibadan Judicial Division on the 6th day of July 2001, wherein he sought the following reliefs at page 5 of the record of appeal:

“1. A declaration that by the terms of the memorandum of understanding dated 4/2/99 entered into by the Plaintiff and the Defendant at SW9/1406 Ring Road, Ibadan and executed by the Plaintiff and the Defendant at the Plaintiffs office in Ibadan, the Plaintiff is neither

2

indebted to the Defendant in the sum of N500,000.00 or indeed any other sum at all, nor liable to refund the sum of N500,000.00 to the Defendant nor indeed any sum at all.

2. The sum of N1,000,000.00 (N1 million) being general damages for breach of the aforesaid memorandum of understanding by the Defendant on 30/4/99.
3. 21% interest on the sum claimed from 1/5/99 till judgment is given and thereafter at 21% till judgment sum is fully recovered.
4. Further and other reliefs.
5. Cost of this action.”

The Defendant, on receipt of the writ and endorsed claim, filed a Counter-Claim where he prayed the trial Court for the reliefs at pages 22 to 24 of the record of appeal:

“(a) The sum of N500,000.00 paid by the Defendant to the Central Bank of Nigeria as Part of the Statutory Deposit on an agreement with the Plaintiff to buy the Plaintiff’s International Insurance Group Limited which purchase was not conclusive.

(b) Interest at the rate of 21% on the said sum of N500,000.00 from 8th day of March 1999 until judgment is given and thereafter until the entire judgment sum is liquidated.”

Upon consideration of the cases of the