Panar Limited V. Collins O. Wagbara (1999)

LawGlobal-Hub Lead Judgment Report

IKONGBEH, J.C.A. 

This is an appeal by the defendant before the Rivers State High Court (M.U. Odili, J). The respondent’s case before that court was that the appellant commissioned him to effect repairs to some equipment and machinery at the jetty of the former. He was also required to find buyers for the equipment and machinery at the jetty itself. For each sale he brought about by introducing the buyer he was entitled to 10% of the net price. He introduced two companies, Aeromaritime Ltd. and Pelfac Nig. Ltd., that brought up every thing at a total of N19,134,000.00. He brought this action to recover 10% of this, which came to N1,913,400.00.

The appellant’s defence before the trial court was that the sale was effected by direct negotiations between it and the two buyer companies without the agency of the respondent.

The respondent called three witnesses while the appellant called two. After hearing addresses by counsel the learned judge in a reserved judgment allowed the respondent’s claim and awarded him the full amount claimed.

From the grounds of appeal contained in the amended Notice of Appeal the following 4 issues were formulated on behalf of the appellant.

“1. Whether it was proper for the learned trial judge to rely on a document evidenced as exhibit A to award 10% commission/brokerage fee when the said exhibit did not provide for such commission/brokerage fee.

ii. Whether it was proper for the trial court to award the respondent 10% commission/brokerage fee based on quantum meruit when the said 10% was not contemplated by the parties in this matter.

iii. Whether it was proper for the court to adjudge that the respondent was entitled to 10% commission/brokerage fee in spite of the fact that exhibit U clearly evidenced that the appellant equipment and jelly were sold through Deck Nigeria Limited and not the respondent.

iv. Whether it was proper in law for the learned trial judge to infer that the respondent is entitled to 10% commission in spite of the fact that the respondent’s witness admitted that he received the sum of N25,000 (Twenty Five Thousand Naira) from the appellant as brokerage fee for the appellant’s assets purchased by Aeromaritime Nigeria Limited.”

The respondents did not formulate any issues, being content to reply to the appeal on the basis of the ones formulated on behalf of the appellant.

Before us, counsel for the parties adopted their respective briefs of argument. On the first issue formulated in the appellant’s brief the main submission of learned Senior Advocate of Nigeria was that the trial Judge was wrong in holding that the parties had agreed that the rate of commission payable to the respondent should be 10% of whatever item was sold for. According to the Senior Advocate, as Exh. A i.e., the letter from the appellant to the respondent informing the latter that commission would be payable on each sale, did not contain the amount or rate of the commission, it was wrong of the court to have imported it on the basis of oral evidence. Exh. A, he pointed out was a complete document that embodied the terms of their contractual relationships. Therefore, he submitted, extrinsic evidence was not admissible to add to, vary, subtract from or contradict those terms.

In the respondent’s brief, Mr. E. Adele submitted that the trial court was perfectly justified in the way it treated Exh. A. He argued that the court acted properly in relying on the evidence on PW1, PW2 and PW3 in addition to Exh. A

to find out exactly what the agreement between the parties was.

Now, this was how the learned trial judge resolved the issue before her.