P. I. P. C. Security Limited V. Mr. George X. Vlachos & Anor (2007)

LawGlobal-Hub Lead Judgment Report

BELGORE, J.C.A.

The plaintiff (now the 1st respondent) is a shareholder of the Guiness Nigeria Plc. He gave to the defendant (now the appellant), who is a stock broker, two share certificates of 932 and 298 share units respectively with the instruction to dispose same at the Stock Exchange Market for commission at the prevailing market value. That was on the 7th day of August, 1998, by exhibit B, the market value of the Guiness Nigeria Plc shares appreciated to N55 per share as at April, 2003. By October, 2003, the value was N134 per share, according to exhibit C. By exhibits B and C, it means that if the 1230 shares were sold in April, 2003, the proceeds thereof would be N67,650.00, whereas if they were sold in October, 2003 the proceeds thereof would be N 164,820.00 respectively sold. Exhibit A is the transcript receipt the appellant gave to the 1st respondent acknowledging the receipt of his share certificates.

When the appellant took possession of the shares certificates from the 1st respondent, it sent same to the Union Bank of Nigeria Plc, the Registrar, who was the 3rd party before the lower court (now the 2nd respondent), for verification of the 1st respondent’s signature.

The 2nd respondent adjudged irregular the signature of the 1st respondent and directed, through the appellant, that the 1st respondent should come over to Lagos for rectification of his signature. The 1st respondent expressed his inability to travel to Lagos from Jos due to financial difficulties. This is contained in exhibit E. The 1st respondent approached his bankers, the Savannah Bank of Nigeria Plc who confirmed his signature. This did not satisfy the 2nd respondent who insisted that the 1st respondent must be physically present in Lagos for the purpose of the verification of his signature.

1st respondent did not travel to Lagos and when all efforts to convince the 2nd respondent of the authenticity of his signature failed, he demanded from the appellant the return of his share certificates. This was not to be.

The situation now was that the appellant could not dispose of the 1st respondent’s shares as mandated by the latter and the share certificates could not be returned to the owner. As soon as the 1st respondent demanded for the return of his share certificates, events started to unfold. It became apparent that the share certificates were lost. The appellant and the 2nd respondent started trading blames between themselves as to who was responsible for the loss. While the 2nd respondent said it had sent the certificates to the 1st respondent through the appellant, the appellant denied the receipt of same. The appellant, however, confessed, via the testimony of DW1, that it did nothing about the matter until the indemnity forms were received from the 2nd respondent for onward transmission to the 1st respondent. The letter by which the indemnity form was sent was dated the 4th day of September, 2000.

The 1st respondent headed to court after waiting for over four years and there was no sign that he would ever recover his share certificates or their value from the appellant with whom he had a contractual agreement for the sale of his shares in Guiness Nigeria Plc. The 1st respondent claimed before the lower court the following reliefs in paragraph 13 of his statement of claim –

“13. Whereupon the plaintiff claims from the defendant:

(a) N67,650.00 being the market value of 1230 units of Guiness Nigeria Plc shares as at April, 2003.

(b) The appreciated value of the said prevailing market rate at Lagos Stock Market as at the date of hearing/determination of the suit.

(c) N500,000.00 being general damages for Inconveniences, mental torture and compensatory losses.

(d) Interest at the rate of 21% on (a) above from 7th August, 1998 to 30th April, 2003 and thereafter 10% per annum till final liquidation.

(e) The cost of this action.”

Through pleadings and evidence, the 1st respondent demonstrated the psychological, mental, financial and emotional agony or trauma, he went through due to failure to get his shares sold or to get back his share certificates. The duplicate share certificates were not issued until the 29th day of January, 2004 and were not made until after the respondent’s testimony in court.