The Honda Place Ltd Vs Globe Motor Holdings Nig Ltd (2005)

LAWGLOBAL HUB Lead Judgment Report

KATSINA-ALU JSC

This appeal is from the decision of the Court of Appeal, Lagos Division in Appeal No. CA/L/164/99 given on 12th December, 2000. The Appellant had filed a motion before the Lagos High Court whereby it sought an order dismissing the Respondent’s suit on ground of res judicata and abuse of court process. The High Court dismissed the appellant’s motion. The Appellant’s appeal to the Court of Appeal, Lagos Division was dismissed. The decision of the High Court was affirmed. The Appellant has further appealed to this court.

In order to appreciate the submissions and arguments on behalf of the parties, I think it is desirable to state the facts of this case in detail. The facts of the case are these. The Appellant was a Dealer appointed by the Japanese manu-facturers of Honda cars, to import and market Honda cars in Nigeria. On 2nd December, 1993, the Appellant entered into a Sub-dealership Agreement with the Respondent as a sub-dealer of Honda cars with the right to import and market 45% of cars allotted to the Appellant by the Japanese manu-facturer.

Afterwards, a dispute arose between the parties in the operations of the Sub-dealership Agreement. This led to a spate of litigations, the principal one being Suit No. LD/1643/96 between the Appellant as 1st Plaintiff and the Respondent as 1st Defendant. The suit was eventually settled out of court with the “Terms of Settlement” duly signed by all the parties. The terms of settlement were embodied in and became the judgment of the court. The judgment of the court reads as follows:

“Judgment is hereby entered as per the terms of settlement filed by both parties as follows:

The 1st and 2nd Defendants, their servants, agents and /or privies shall cease from any publication or advertisements or presentation of themselves to the public as otherwise sole or exclusive distributors or sole dealers of Honda cars in Nigeria;

The Plaintiffs and the 1st and 2nd Defendants have agreed that all advertisements will include all other authorized Honda dealers under one umbrella, each dealer to be identified by the words “Honda” + their respective locations. The words “T.H.P. Limited” shall appear in one corner in small letters in all adverts.

The 1st and 2nd Defendants shall cease forthwith after the arrival of 106 units of Honda cars already committed to and arriving before the end of November 1996, the importation of HONDA CARS into Nigeria from the United States of America, the Middle East or any other source and shall deal only in and participate in the sale of Honda cars imported or sold in Nigeria by HONDA MOTOR COMPANY LIMITED OF JAPAN through the 2nd Plaintiff, the sole and exclusive Distributor of HONDA JAPAN in Nigeria.

The 1st Defendant shall purchase a backlog of 45 units of Honda cars from the Plaintiffs at a price to be mutually agreed upon before ordering/ importing any new Honda cars through the Plaintiff and the Plaintiff shall subsequently supply information, prices, policies and guidelines. On completion of the backlog, the Plaintiff shall provide pro forma invoices through T.H.P. Limited on request by the 1st and 2nd Defendants. Payments for the said backlog shall be done as agreed by the Plaintiffs and the 1st and 2nd Defendants.

The Plaintiffs and the 1st and 2nd Defendants hereby agree that the Sub-dealership Agreement of 2nd December, 1993 is no longer operative.

The Plaintiffs hereby re-appoint the 1st Defendant as a Dealer for Honda cars subject to the above conditions and in line with Honda rules, policies and guidelines and both parties shall enter into a new Dealership Agreement subject to the approval of HONDA MOTOR COMPANY OF JAPAN.

The Plaintiffs hereby discontinue this action against 3rd, 4th and 5th Defendants.

Parties to bear their costs”

[Underlining supplied for emphasis]