Mtn Nigeria Communication Limited V. Corporate Communication Investment Limited (2019)

LAWGLOBAL HUB Lead Judgment Report

KUDIRAT MOTONMORI OLATOKUNBO KEKERE-EKUN, J.S.C.

This appeal is against the judgment of the Court of Appeal, Port Harcourt Division delivered on 21st July, 2014, dismissing the appellant’s appeal against the judgment of the High Court of Rivers State sitting at Port Harcourt, delivered on 6th August, 2013.

The facts of this case, as can be gleaned from the pleadings of the parties are as follows: The respondent is one of the appellant’s trade partners. Their business relationship started sometime in 2005 and over the years has been governed by various agreements entered into between them. In particular, in January 2011 the appellant issued fresh terms of agreement and it was specifically stated that the 2011 agreement supersedes previous agreements. The 2011 agreement was identified as No. 381730 (Exhibit A). It was a term of the agreement that the Claimant/Respondent had the right to terminate the agreement upon giving the Defendant/Appellant 3 months’ notice in writing, while the defendant/appellant had the right to terminate the agreement upon giving the claimant/respondent 60 days written notice.

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The agreement had some annexures, which, according to the respondent provided for the rights and duties of the parties.

It was the contention of the claimant/respondent that despite trading and carrying on business with the defendant/appellant in accordance with Exhibit A, the appellant purportedly terminated the agreement vide a letter dated 18th March 2011 (Exhibit B). It contended that the letter was not in compliance with the terms of Exhibit A and was in fact addressed to a different company, to wit: Corporate Communication Ltd. The claimant/respondent protested by writing a letter dated 29th March 2011. The claimant/respondent pleaded that on 4th April 2011, it placed orders for the appellant’s products, which were rejected on account of the termination letter.

Despite its solicitor’s letter challenging the termination of the agreement and requesting an amicable settlement, the appellant withdrew 27 SIM registration kits assigned to the respondent. The respondent pleaded that in compliance with previous Trade Partner Agreements between the parties, it had incurred expenses in procuring facilities and equipment which were of no more use to it,

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in view of the purported termination of Exhibit A. The claimant/respondent pleaded that the abrupt cancellation of orders without a formal and valid termination of their agreement has caused it huge financial loss.

By its writ of summons and statement of claim dated 12th May, 2011, the respondent sought the following reliefs against the appellant:

(a) A declaration that the purported termination of Agreement Number 381730 between the Claimant and the Defendant on the 1st day of April. 2011 is not valid, oppressive and wrongful.

(b) A declaration that the purported letter of termination of the agreement number 381730 dated 18th March, 2011 does not refer to the Claimant and cannot be relied upon by the Defendant as proper Notice of termination against the Claimant.

(c) N500,000,000.00 as general damages for the unwarranted and abrupt cancellation of Claimant’s Orders as a result of the wrongful, invalid or oppressive conduct of the Defendant against the Claimant.

In its Statement of Defence dated 5th July, 2011, the appellant pleaded that the agreement was validly terminated in accordance with clause 16.2 thereof for