Joseph Ademola Akin-taylor V. Boja Investment & Development Company Limited & Ors (2013)

LawGlobal-Hub Lead Judgment Report – COURT OF APPEAL

CHINWE EUGENIA IYIZOBA, J.C.A. (Delivering the Leading Judgment)

The appellant was the owner of the property known as No. 50 Norman Williams Street, South West Ikoyi, Lagos. He was desirous of selling the property so he instructed the 3rd Respondent, a firm of Estate agents in that regard. The 1st and 2nd Respondents were tenants in the property. By a letter dated 4th October, 1991, the 3rd Respondent introduced the property to the 1st and 2nd Respondents as being available for sale at the price of N8,000,000.00.

The 2nd Respondent by his letter of 16th October, 1991 responded offering the sum of N4.5 million which offer was rejected. On 9th November, 1992, the 2nd Respondent by another letter improved his offer to N9,000,000,00 which was also rejected. In its letter rejecting the offer dated 18th November, 1992 (Exhibit A4) the 3rd Respondent indicated that the Appellant is ready to accept the sum of N10,000,000.00 for the property. On 16th April,1993, the 1st and 2nd Respondents by another letter (Exhibit A8) informed the 3rd Respondent that they are willing to pay the sum of N10 million for the property.

The 3rd Respondent the same day by a letter Exhibit A9 accepted this offer on behalf of the Appellant as the purchase price of the property. The 1st and 2nd Respondents on 27th April 1993 by Exhibit A10 acknowledged the letter and indicated that they will make full payment on or before the 17th day of May, 1993.

However, the Appellant by a letter dated 29th April, 1993 addressed to the 3rd Respondent stated that the sale price for the property was now US $500,000.00 or the equivalent in Pounds sterling. This very letter which was tendered as Exhibit A12 was conveyed to the 1st and 2nd Respondents by the 3rd Respondent by another letter, Exhibit A11. In their response dated 4th May, 1993, Exhibit A13, the 1st and 2nd Respondents wrote as follows:

“We acknowledge receipt of your letter which came just as we were about forwarding the enclosed cheques to you.

We are surprised about the foreign exchange consideration just introduced into our negotiations. We are a wholly Nigerian company and the Naira still remains the only currency we earn. We are financing the purchase of this property via loans from a Nigerian based financial institution, and the liquidation of some of our deposits.

In conformity with our promise in an earlier letter, find enclosed our cheques drawn in your name as instructed, in the total sum of N6m. being part payment for the aforementioned transaction. The balance of N4m will be made available as indicated in our letter dated 27th April, 1993.”

Three Cheques of N2million each amounting to N6 million were attached to the letter and copies thereof were admitted as Exhibit E14. On 6th May, 1993 the 3rd Respondent generated a letter which he wrote to the Appellant in the following terms which letter was tendered as Exhibit B1:

“RE: SALE OF 50 NORMAN WILLIAMS STREET, S.W. IKOYI

Further to your discussion of yesterday with the undersigned on the above subject matter, kindly confirm in writing your acceptance of the sale offer of N12 Million (Twelve Million Naira) only on the following payment arrangement.

i) Immediate payment of N2 Million only.

ii) Further payment of N4 Million when document is received; and

iii) Balance payment of N6 Million when the sale is concluded.