Williams & Anor V. Adold/stamm Intl (Nig) Ltd & Anor (2022)

LAWGLOBAL HUB Lead Judgment Report

EMMANUEL AKOMAYE AGIM, J.S.C. 

The Lagos State Development and Property Corporation (LSDPC) owed the 1st respondent a debt arising out of a building contract. The 1st respondent engaged the 2nd respondent as its legal practitioners to recover the said debt. The 2nd respondent as the 1st respondents’ legal practitioners commenced and prosecuted Suit No. 10/2M/82 to recover the said debt. Upon recovery of the judgment debt after a protracted legal process, the judgment debt with interest was at the request of the 2nd respondent herein on 17-7-2010 paid into its account at United Bank for Africa Plc (UBA) on a fixed deposit at the interest rate of 11% per annum with a standing request to roll it over periodically. After the death of Chief F.R.A Williams SAN, the then Head of the 2nd respondent herein, the appellants herein assumed full control and management of the 2nd respondent and its said UBA account as the signatories to the account. On 3-2-2005, the appellants and the 2nd respondent paid the sum of N15,534,801.74 to the 1st respondent.

In their pleadings, both sides joined issue on whether any part of the said judgment sum remained unpaid after the said payment of 3-2-2005. The 1st respondent herein as plaintiff contends that the balance of N21,534,801.75 was remaining unpaid and that the appellants herein and 2nd respondent herein as defendants converted the said unpaid balance to their personal use without the authority of the 1st respondent and have refused to pay same even after several demands and reminders. The appellants and 2nd respondent herein as defendants contend that the 1st respondent was paid its complete entitlements in the suit as agreed during the life time of Chief F.R.A Williams SAN, that they are not owing the 1st respondent any money as it claimed, that Chief Ladi Williams SAN, the first son of Chief F.R.A Williams SAN is the alter ego and the directing mind of the 1st respondent, that at the time the 2nd respondent herein prosecuted the suit and appeals for the recovery of the debt due to the 1st respondent from LSDPC, Chief Ladi Williams was working in the 2nd respondent herein as legal practitioner, that Chief Ladi Williams SAN had on 23-11-2005 entered into an agreement with the appellants and 2nd respondent herein wherein he acknowledged and accepted that he had no claims whatsoever against the 2nd respondent and appellants herein in respect of his severance and voluntary disengagement from the 2nd respondent in respect of any matter, suit or case handled by the firm, that this agreement was comprehensive in respect of all the claims of Chief Ladi Williams SAN, including the claims made in the name of the 1st respondent, that Chief Ladi Williams is actually one and the same with the claimant and that the 2nd respondent had no fiduciary duty or any duty to the 1st respondent.

The appellants and 2nd respondent as defendants on 16-4- 2007 applied to the trial Court for an order staying the proceedings in suit no. ID/86/2007 filed by the 1st respondent against them and referring the above mentioned dispute to arbitration on the ground that the agreement above mentioned (attached to their affidavit in support of their application as exhibit TEW – (1)) has an arbitration clause that requires such claim as that of the 1st respondent to be referred to arbitration. After hearing both sides on this application the trial Court on 26-7-2007 decided thusly –

“Suffice it to say that, from a distillation of the affidavit evidence before me in this application, the contention of the Defendants/Applicants is that Chief Ladi Williams SAN being the alter-ego of the claimant, the claimant was bound by the agreement exhibit – TEW 1 and accordingly the claimant and or Chief Ladi Williams SAN could no longer sue to Court in respect of the claimant’s judgment funds in the hands of the 3rd defendant’s chamber the same having been compromised or settled as in the provisions of clause 1.2 of exhibit – TEW – 1, which dictated per clause 19: thereof, that any dispute arising from the execution of that agreement be first referred to arbitration. The claimant has however contended that not only is Chief Ladi Williams SAN, not the alter-ego of the claimant company, he has not authorized by the claimant’s Board of Directors to compromise its claim on the judgment sum in issue and that in any case, the claimant company was not a party to and nowhere mentioned in exhibit – TEW -1- which contained the Arbitration Clause, the basis of this present application by the Defendant’s/objections. The first issue and the one upon which every other issue will turn upon in this matter is therefore who are the parties to exhibit – TEW – (1) and the nature or tenor of that agreement itself.

The PREAMBLE Clause of Exhibit TEW – (1) is very instructive in this regard. It states all the parties to the agreement. Because of its importance, I shall reproduce it hereunder as follows: –

“This agreement is made this 23rd day of November, 2005 between Oladipupo Akanni Olumuiwa Williams … (which expression shall include his heirs and successors in title of the first part, and Kayode Adekunle Olusegun Williams … (which expression shall include his heirs and successors in title of the second part and Folarin Rotimi Abiola Williams which expression shall include his heirs and successors in title of the third part and Tokunbo Eniola Williams … (which expression shall include his heirs and successors in title of the fourth part”

The RECITALS Clause of Exhibit TEW – (1) is also very instructive on what the subject matter of the agreement is and it reads: –

WHEREAS

1. Ladi, Kayode, Folarin and Tokunbo are children and sons of the Late Chief Fredrick Rotimi Alade, Williams and the Late Chief (Mrs.) Beatrice Oladunni Williams hereinafter referred to as Papa and mama respectively.
2. Papa had interest in real and personal property and during his lifetime made various trust instruments in respect of these properties.
3. Some properties continue to be held in the name of papa.
4. All the personal property of mama passed to papa by operation of law and a third of the real property of Mama now forms part of Papa’s Estate
5. Ladi, Kayode, Folarin and Tokunbo are full brothers who out of brotherly love have elected to enter into this agreement in respect of their interest in the subject matter hereof”

The agreement proceeded to define parties/persons/properties mentioned therein.

The Habendum Clause then proceeded to state the respective shares of the parties the various real and personal properties involved.

Having described Chief F.R.A. Williams Chambers in the definition Clause foresaid, Clause 1:2 of the Habendum clause goes on and provides: –

“Ladi has decided to disengage from his position at Chief Rotimi Williams Chambers by the 31st March, 2006 and set up his own practice in Victoria-Island and he acknowledges and accepts that he has no interest in the firm known as Chief Rotimi Williams Chambers and has no claim whatsoever against that firm or Folarin or Tokunbo in respect of his severance and voluntary disengagement from the firms or in respect of any matter, suit or case handled at any time by the firm”

Now all the provisions in Exhibit – TEW – (1) above quoted, none has in any way or manner mentioned or referred to Adeld Stamm – the Claimant herein.