Dr. Useni Uwah & Anor V. Dr. Edmundson T. Akpabio & Anor (2014)

LAWGLOBAL HUB Lead Judgment Report

MUSA DATTIJO MUHAMMAD, J.S.C.

This is an appeal against the decision of the Calabar Division of the Court of Appeal (hereinafter referred to as the lower court) delivered on the 18th April, 2007 affirming the judgment of the Akwa-Ibom High Court sitting at Uyo (hereinafter referred to as the trial court) in suit No. HU 368/97 delivered on 28th March, 2003. The respondents herein as plaintiffs commenced the suit seeking the following reliefs:-

(a) A declaration that the partnership of the plaintiffs and the defendants in Mfon Abasi Nursery/Primary School, Nwut Usiong, Division Itam, Itu, is still in existence and not yet dissolved.

(b) A declaration that the plaintiffs are still part owners of the Mfon Abasi Nursery/Primary School, Nwut Usiong, Itam, Itu and are therefore entitled to jointly manage same with the defendants and share in the profits and liabilities thereof.

(c) An injunction restraining the defendants from continuing the management of the Mfon Abasi Nursery/Primary School until partnership is dissolved.

(d) An order of court appointing an officer of the Akwa Ibom State judiciary as a receiver to manage the affairs of Mfon Abasi Nursery/Primary School for the plaintiffs and defendants and to dissolve the partnership of the School and share the proceeds equally to the partners.”

The appellants as defendants at the trial court filed a defence and in their counter-claim sought the following reliefs:-

(a) A declaration that the defendants are entitled to possession of the Mfon Abasi Nursery/primary School, Nwut Usiong, Itam, Itu Local Government, having fully paid for same.

(b) An order for a refund of all monies collected/and or wrongly paid over to the plaintiffs after the defendants had paid for the school, being a total of N332, 000.00k.

(c) An injunction from further claiming and or moving into the school.

(d) A declaration that Mfon Abasi Nursery/primary School, Nwut Usiong Itam, Itu Local Government Area belongs to the defendants as at 28th September, 1998 when they fully paid for it.”

At the end of the trial, the learned trial judge found for the plaintiffs and dismissed defendants, counter-claim. Dissatisfied, the defendants appealed to the court below which court affirmed the trial court’s judgment. Still dissatisfied, the appellants have now appealed to this Court. The facts on the basis of which the appeal is brought are stated herein under.

The parties to this appeal, by Exhibit “1”, created the partnership that established and ran the Mfon Abasi Nursery/primary School at Nwut Usiong Itam in Itu Local Government Area of Akwa-Ibom State. This was in 1982. The 1st appellant was made the chairperson of the Board of proprietors while the 2nd appellant was the Secretary of the Board and Principal of the School. The initial capital of the partnership was provided in equal shares by the appellants and the respondents who in terms are entitled to equal share of the venture’s profits and loss. The School attracted many students and tremendous patronage.

Having agreed, upon the insistence of the appellants, to dissolve the partnership, the partners in December, 1994 engaged the services of Oyouko S. Oyouko, a legal practitioner, to supervise the dissolution in a manner that would be fair and equitable to all. Appellants and respondents met on 6th May, 1995 and agreed to sell the School, the subject matter of the partnership. The right of purchase of the School was to open to the general public only after the partners’ failure to exercise the right of purchase/refusal which was theirs in the first instance. Mr. Uyouko whom by agreement of the partnership in an earlier meeting had been made a signatory to the partnership accounts, ensured, see Exhibits “21” and “33”, that each partner had filled, signed and submitted to him a questionnaire without disclosing to the others what answers the particular partner provided in the questionnaire. Uyouko Esq. did not disclose the answers in the questionnaires to the partners either.