Joint Project Development Company & Ors V. Alhaji Lateef Akinlade (2014)

LawGlobal-Hub Lead Judgment Report – COURT OF APPEAL

AMINA ADAMU AUGIE, J.C.A. (Delivering the Leading Judgment)

In February, 1986, the Respondent entered into a project finance development agreement with the 1st and 2nd Appellants for his property at No. 206, Muri Okunola Street, Victoria Island, Lagos. One of the Terms of the Agreement was that the Respondent would execute a Power of Attorney in their favour. He executed a Power of Attorney dated 15/4/1987, wherein Clause 7 states –

“It is hereby declared that the Power of Attorney shall be irrevocable during the currency of the lease which shall not exceed fourteen years”.

The 1st Appellant erected two detachable duplexes on the property – ‘A Wing’ and ‘B Wing’. Subsequently, the 2nd Appellant, who is the Managing Director of the 1st Appellant, informed the Respondent by a letter dated 24/6/1996 that –

“- – It has become necessary for us to dispose of our interest which is covered by the Power of Attorney dated 15/04/87. Our interest expires in the year 2002. Accordingly, we have received an offer – a copy of which is attached herewith for your consent. This payment due to you, which is 10% of the consideration, will be forwarded to you as soon as the arrangement is concluded”.

By a letter dated 24/6/1996, they made him an offer to buy out their “interest at a price not less than N1.6M”. The offer was to “remain open for only one week beginning 28/6/1996 in view of the pressures we have for the disposal”.

The 3rd letter to the Respondent on the subject, dated 12/7/1995, reads thus –

“Thank you for your letter of the 4th July, 1996 – – Unfortunately, we had a deadline of June 17 from the CBN to pay up our debt and can, therefore, not hold until month end as you requested. We have received various offers from N1.6M to N1.75M and we now have no choice but to conclude not later than Wednesday next week”.

The 1st Appellant accepted the 3rd Appellant’s offer, and its residue of 6 years was transferred to the Company, who put its Chairman in the A Wing of the property and leased out the B Wing to Mikado Nigeria Ltd. The 3rd Appellant later made moves to purchase the property from the Respondent for “N22m” which he rejected out rightly, and he made this known to the Appellants in a letter dated 6/8/2001; written by his Solicitors – Abudu, Daley & Co. It reads –

“…Our said client has passed to us your letter of April 02, 2001 wherein you mentioned that the Sublessee – Messrs. Paul Osaji & Co. offered to purchase our client’s property for an amount of N22,000,000.00. In the circumstance, he has firmly instructed us to inform you that it has never been his wish and it is still not his wish to sell the above property whatever the circumstances may be.

He has also instructed us to inform you that once your interest expires in the year 2002; you will not be allowed to remain in occupation even for a day longer. We are of the view that the simple warning will be heeded moreso; when our client would not wish to entertain any discussion on the issue. Please be guided accordingly”.

The Appellants did not respond and his Solicitors wrote letters of reminders, including a letter dated 3/9/2003 to “The occupiers (Two Wings)” that reads –

“Please be informed that we wrote several letters to Joint Project Development Company – the Lessors of the above property to your good selves regarding expiration of the mandate which the owner of the property (Alhaji Akinlade) gave out to the said company ab initio. For your information, the development Agreement/sublease covered by Power of Attorney dated 15/4/87 expired in March 2002,

As per the instruction given to us by the owner of the property – Alhaji Akintade we wrote to JPDC Limited informing the company to hand over the keys and the letter was signed receipted on 30/1/2002 by Charles Adebiyi & Co. As a matter of fact, we wrote other letters thereafter on the same subject but no response has been received up to now. We now feel obliged to let you know that since your lessors have no more right to lease out the above property to anyone except to hand over the keys, you are in law regarded as trespassers on the above property”.