Attorney-general Of Oyo State & Anor V. Fairlakes Hotels Limited & Anor (1989)

LawGlobal-Hub Lead Judgment Report

AGBAJE, J.S.C. 

In the Federal High Court holden at Lagos the plaintiff Company, claimed against the defendants, The Registrar of Companies, The Attorney-General of Oyo State and The Commissioner for Trade, Industries and Co-operatives, Oyo State jointly and severally or in the alternative as follows:-

“The plaintiff claims against the defendants jointly and severally or in the alternative as follows:

1. DECLARATION:-

(a) That the Memorandum and Articles of Association of New Oyo Hotels Limited presented to the 1st defendant for registration since April, 1978, and on which a duty of N18,756.00 was paid is entitled to be registered notwithstanding the fact that the subscribing representative of the 2nd and 3rd defendants has not been Able to produce his tax clearance certificate.

(b) That the 2nd and 3rd defendants or either of them is not entitled to obstruct the registration of the said New Oyo Hotels Limited for the objects for which it was intended, or in any way substitute for the plaintiff any other company or person as financial partner in the proposed new Government hotel for Ibadan.

2. Further or alternatively to 1 (b) Damages (general and special) in the sum of Five million Naira (N5,000,000.00) against the 2nd and 3rd defendants jointly and severally for the loss suffered or to be suffered by the plaintiff for breach by the 2nd and 3rd defendants of an agreement entered into between 1977 and 1978, to operate an international hotel in Ibadan in co-operation with the plaintiff on a joint-venture basis.”

Pleadings were ordered in the case by M. B. Belgore, J., as he was then, on 28th July, 1981. After the plaintiff’s statement of claim and a joint statement of defence for the 2nd and 3rd defendants to it had been filed, the plaintiff by motion on notice applied for an order for extension of time within which to file a reply to the defence of the 2nd and 3rd defendants. The application was granted by M.B. Belgore, J. as he then was, on 13th May, 1981.

Pursuant to this order a reply to the defence of the 2nd and 3rd defendants was filed on the same day i.e. 13/5/81. It was in this document, Reply to the defence of the 2nd and 3rd defendants that the particulars of the damages claimed by the plaintiff company against the defendants appeared for the first time as reflected in para. 9 of the Reply which as subsequently amended reads thus:-

“PARTICULARS OF DAMAGES

AS AMENDED ON THE 28TH DA Y OF OCTOBER, 1981

PARTICULARS OF DAMAGES:-

(1) a. Fees and expenses paid to Messrs Pannell Kerr and Forster for Preparation of Feasibility Studyfor Financial Partners = N10,800.00

b. Fees paid to Messrs Idem Consultants for consultancy work on behalf of Fairlakes Hotels Ltd. May, 1976 to April, 1978 = N26,500.00; N37,300.00

2. Travelling

a. Two Directors travelling to Paris 1977 10 man days = N1,000.00

Transport and Hotel = N2,800.00; N3,800.00