Oceanic Bank International PLC V. Abeokuta Commercial & Ind. Company Limited (2014)

LawGlobal-Hub Lead Judgment Report – COURT OF APPEAL

OBIETONBARA DANIEL-KALIO, J.C.A. (Delivering the Leading Judgment)

This appeal is over a banker customer relationship. Succinctly stated, the facts show that the Respondent, Abeokuta commercial and Industrial Company Limited was persuaded or allowed itself to be persuaded to change bank from Afribank to the Appellant bank in the hope of enjoying a more beneficial loan facility from the Appellant.

After Correspondences, negotiations and assurances, the expected loan facility did not materialize. As a result, the Respondent sued the Appellant in the Lower Court and sought various amounts of money in damages for losses suffered.

After hearing the case, the Lower Court came to the conclusion that the Respondent fulfilled the conditions precedent that qualified it to enjoy a loan facility from the Appellant. The court therefore awarded the Respondent amounts on different heads of damages for losses suffered as a result of the failure of the Appellant to fulfill its part of the contract. N2,072,000 was awarded in total as damages.

The Respondent was also awarded costs of N30,000. Judgment was delivered on 14/11/11. Also on that day i.e. 14/11/11, the learned trial judge made a report in which he acknowledged that judgment was delivered outside the constitutionally prescribed period of 3 months. The delay, the trial judge explained, was due to the vacation period of the court and the additional administrative duties he was saddled with.

Dissatisfied with the judgment, the Appellant filed a Notice of Appeal on 10/2/2012. In it, the Appellant marshaled 7 grounds of its dissatisfaction with the judgment. The grounds without the accompanying particulars are –

1. The learned trial judge erred in law when after the conclusion of evidence and final addresses on the 3rd of June 2011, he assumed jurisdiction to deliver the judgment on 14th November, 2011 outside the three months provided for by Section 294 of the Constitution and thereby occasioned a miscarriage of justice.
2. The learned trial judge misdirected himself on the facts when he held that “….The claimant performed every bit of its own obligation towards concretizing the relationship” under the contract thereby rendering the defendant liable.
3. The learned trial judge erred in law when having correctly stated the law that all the conditions precedent in a contract must be fulfilled by a claimant before the effect can flow, he nonetheless failed to apply the law to the undisputed facts before the court.
4. The learned trial judge erred in law when having granted to the claimant special damages claimed by him under various heads, he proceeded to award general damages of N1,000,000 (one million naira) to the claimant which award offends the principle of double compensation.
5. The Lower Court erred in law when having held that the claimant was entitled to only “nominal damages”, it proceeded to award as “nominal damages” to the claimant the amount of one million naira (N1,000,000) which in law and in relation to the N3 million naira specially claimed by the claimant itself, is excessive, arbitrary, unreasonable and not nominal.
6. The learned trial judge erred in law by awarding damages for breach of contract to the claimant under various heads when there was no evidence to establish the defendant’s liability for the damages awarded and when such damages did not flow or arise from the breach complained about.
7. The learned trial judge erred in law by holding the defendant liable for breach of contract when there was no evidence before the court to establish the breach.

The Appellant’s Brief of Argument was settled by Oluwole Aina Esq. It was filed on 10/7/12. In it, 6 issues were identified as the issues capable of determining this appeal. The issues are –

1. Whether on the facts of this case, the Lower Court was correct in holding as it did that “the claimant performed every bit of its own obligation towards concretizing the (contractual) relationship.
2. Whether the decision of the learned trial judge in awarding damages for breach of contract to the claimant was correct when the claimant failed to discharge the onus of showing that he had performed his own side of the contractual obligation.
3. Whether in the absence of a positive demand for the loan by the claimant and a refusal by the defendant to advance the loan, the Lower Court was right to hold that a breach of the contract has been established.
4. Whether having regard to the legal principles governing the award of special damages, the award of special damages to the claimant under various heads was justified.
5. Whether the award of one million naira (N1,000,000) to the claimant as general damages in the circumstances of this case did not offend the rule against double compensation; and
6. Whether the amount of one million naira (N1,000,000) awarded to the claimant is not excessive and unreasonable having regard to the holding of the learned trial judge that the claimant was entitled to only “nominal damages”.

The Respondents Brief of Argument was settled by Prince P. A. Adesemowo. It was filed on 9/8/13. Two issues were suggested by the Respondent’s Counsel as proper for the determination of this appeal.

They are –

(1) Whether the Lower Court was right in holding that Respondent had concluded, performed and fulfilled all conditions of the contract; and

(2) Whether the Lower Court was right in awarding nominal damages and cost of all expenses incurred by the Respondent in breach of the contract by the Appellant.

The Appellant filed a Reply Brief on 11/1/13 but same was deemed as properly filed and served on 19/2/2014.

The issues for determination in this appeal as suggested in the Appellant’s Brief encompass those suggested by the Respondent. I will consider this appeal by considering the issues suggested by the Appellant.

The Appellant’s Counsel argued issues 1 – 3 together. The issues he contended are distilled from grounds 2, 3 and 7 of the grounds of appeal. He submitted that the summary of the three issues is that upon a proper application of the relevant laws to the facts and circumstances of the case, the conclusion of the Lower Court that the Appellant was liable for breach of contract is erroneous.