Continental Industrial Gases Ltd. & Ors V. Onatolu Onafeko (2002)

LawGlobal-Hub Lead Judgment Report

R.D. MUHAMMAD, J.C.A.

By paragraph 59 of his further amended statement of claim, the plaintiff (who is now the respondent) claimed against the defendants (now the appellants) as follows:-

“59. Whereof the plaintiff claims as follows:-

a) The sum of N370,000 being the total sum owed by the 1st, 2nd and 3rd defendants for equipment, etc, and services provided as well as loan and for compound interest thereon from September, 1998 and upon which interest is now payable at the rate of 15% per annum from 1/10/88 until final payment.

b)(i) The sum of $38,000 being the plaintiff’s share of the total commission of $114,000 paid to the plaintiff, 2nd and 3rd defendants, through the 1st defendant as agents of Japan Engineering Consultant and Exports Inc. sellers of plants and machinery, but which the 1st defendant refused to pay to the plaintiff despite his repeated demands or in the alternative the sum of N836,000 the exchange value of $38,000 at the official exchange rate of N22.00 to a dollar.

(ii) The sum of $37,500 being the plaintiff’s share of the total commission of $112,000 paid to the plaintiff, 2nd and 3rd defendants, through the 1st defendant, as agents of Messrs Brodrene Eeholm A – A of Denmark, the sellers to the 1st defendant of generators, chemicals and other materials, but which share of the plaintiff was not paid to him by 1st, 2nd and 3rd defendants despite repeated demands or alternatively the sum of N825,000, the exchange value of $37,500 at the official exchange value of N22.00 to a dollar.

(iii) Plaintiff is entitled to interest on items b(i) and (ii) at the rate of 15% per annum from 1/4/85, until judgment and thereafter, at the rate of 6% per annum until final judgment.

(c) The sum of N900.000 being for special damages for loss of director’s fees earning as an Executive Director and loss of anticipated profits/dividends as a shareholder of the company as well as for loss of privileges.

(d) The sum of N29,312 being balance of the total sum of N103,630 expended by the plaintiff for the 1st defendant/ company at its request and upon which, the plaintiff is entitled to compound interest at the rate of 15% per annum from 11/9/82, when the said sum of N74,318 was paid until judgment and thereafter at the rate of 6% per annum compound interest.

(e) The sum of N100,000 being for general damages.”

In a reserved judgment, the learned trial Judge held that the plaintiff had by credible evidence proved his claim. He then awarded the plaintiff virtually all the reliefs claimed in the amended statement of claim. The defendants were dissatisfied with the decision.

They appealed to this court. The amended notice of appeal contained ten grounds of appeal. Without their particulars, the grounds of appeal read:-

“1. The learned trial Judge erred in law, in failing to take into consideration the provision of the 1st defendant’s articles and memorandum of association governing the parties relationship and upon which the defendant’s defence was predicated.

2. Learned trial Judge erred in law, in holding that the 2nd and 3rd defendants were personally and jointly liable in damage for the executive acts of the company, without any proof of any negligence or fraud on their part.
3. The learned trial Judge erred in law, in holding that the defendant was still a Director and member of the 1st defendant company when;
4. The learned trial Judge erred in law, in holding that “the plaintiff has not only proved the head of claim in paragraph 32 of the further amended statement of claim, but has shown that 2nd and 3rd defendants are terrible liars and ingrates.”
5. The learned trial court erred in law, in awarding the sum of N90,000 in favour of the plaintiff for services rendered to the 1st defendant.
6. The learned trial court erred in law, in coming to a conclusion that the plaintiff is entitled to the sum of $38,500 dollars and $37,500 dollars being his share of commission for plant, machinery, and purchase of generators, chemicals and other materials.”
7. The learned trial court erred in law, in awarding the plaintiff the sum of N15,000 for 10 years, in respect of paragraph 58 (ii) (b) and N37,000 in respect of paragraph 32 (g).
8. The learned court erred in law, in coming to the conclusion that the plaintiff was entitled to N29,312 as arrears of rent and interest thereon when.
9. The learned trial court erred in law, in awarding interest on all heads of claims in favour of the plaintiff.
10. The learned trial court erred in law, in entertaining the suit when it had no jurisdiction to do so.”

Briefs of argument were filed and exchanged. The appellants, in their amended brief of argument identified five issues for the determination of this appeal. The respondent in his brief adopted the issues