Unilife Development Co. Ltd. V. Mr. Kolu Adeshigbin & Ors (2001)

LAWGLOBAL HUB Lead Judgment Report

ACHIKE, J.S.C.

In the arbitration proceedings which started before Bola Ajibola, Esq. sometime in April 1983, the respondents, inter alia, sought a determination in a controversy between the parties on the amount of rent payable by the appellant under a rent revision clause pursuant to the provisions of a deed of lease. At the arbitration proceedings, the exact question put to the arbitrator for the decision of the High Court, as a question of law, was:

“On what basis should the revised rent be computed Is it on the basis of the fair and reasonable rent which can be obtained for the premises in the open market Or is it on the basis of the fair and reasonable rent which can be obtained for the bare site, without taking into consideration the buildings or developments on the site”

The High Court of Lagos Judicial Division presided over by Moni Fafiade, J. on 3rd February, 1989 held that only the bare land (i.e. second basis) should be taken into account in determining the revised rent payable. Accordingly, her Ladyship decided that the revised rent payable on the demised premises would be N30,000.00 per annum with effect from 1st April, 1981, being the rent payable for the bare land.

Dissatisfied, the claimant appealed to the Court of Appeal. That court allowed the appeal, reversed the decision of the trial High Court and held in favour of the first basis, to wit, that the revised rent should take into consideration the improvement made on the demised premises and computed by the Arbitrator at N450,000 per annum.

The Appellant, dissatisfied, has lodged this appeal against the judgment of the lower court. Both parties filed and exchanged briefs of argument.

Kehinde Sofola, S.A.N. Esq. learned counsel for the appellant, submitted that the lone issue for determination should be:

“Was the Court of Appeal right in its determination of the question of law raised by the Arbitrator in his award, to wit: On what basis should the revised rent be computed Is it on the basis of the fair and reasonable rent which can be obtained for the premises in the open market Or is it on the basis of the fair and reasonable rent which can be obtained for the bare site, without taking into consideration the buildings or developments on the site”

It may be noted that respondents’ learned counsel, T.E. Williams, Esq. did not in the respondents’ brief expressly identify any issue for determination but indirectly adopted appellant’s issue for determination by reference to the precise issue before the Arbitrator which, of course, was the same as appellant’s issue for determination.

Opening the argument for the appellant, their learned counsel Kehinde Sofola, S.A.N., Esq. identified clause 7(b)(i)-(iii) of the Lease of Agreement as the relevant clause in this connection but also said that clause 7(b)(iii) was fundamentally the most crucial provision in determining the issue in controversy. Counsel submits that the main object of construction of a document is to decipher the intention of the parties as may be gathered from the express words contained in the Lease Agreement, and for this proposition, counsel relies on Alhaji Tukur v. Government of Gongola State (1989) 4 NWLR (Pt.117) 5 17 and Chief Ogbonna v. A.G. lmo State & Ors. (1989) 5 NWLR (Pt.121) 312. Counsel further submits that the key to the issue of law in controversy is the ascertainment of the meaning to be ascribed to the words “premises” and “lands” as used in clause 7(b)(iii), which, in counsel’s view, must be discovered by construing the Lease Agreement as a whole and not in bits and pieces. In other words, the clauses of the Lease Agreement must be read together because to do otherwise would occasion grave injustice, In his oral submission, he calls in aid a new authority, Chime v. Ude (1996) 7 NWLR (Pt.461) 379 at 432. Counsel submits that at the time of the Lease Agreement the property was a bare land and if the parties had intended to include the subsequent developments thereon in working out the revised rent they should have expressly spelt it out. It is his submission that no one can re-write the Lease Agreement but should only interpret it according to the intention of the parties, as may be deduced from the Lease Agreement.

In the brief, counsel made references to the Lease Agreement showing that the words “premises”, “demised premises” and “lands” were used interchangeably and in many respects have given rise to contradictory meanings. Counsel submits that from the intention of the parties the term “lands” as used in clause b(iii) means bare land so also that the term “premises” is also used to refer to bare land.

In his consideration of the law on the point, counsel points out that the term “premises” has no fixed or static connotation. But when used in document or written instrument, its exact meaning is as may be determined from the words of the written instrument. Counsel treats us to several definitions from several authoritative works. First, reliance is placed on reference to the word “premises” in Corpus Juris Secundum, Vol. 72, p484 where it is stated:

“The word “premises” has various meanings depending on the subject matter in connection with which it is used. It has no fixed legal significance, and no definition applicable to every situation,”

Second, Strouds Judicial Dictionary (4th ed) vol. 4, inter alia, states that “premises implies some definite place with mets and bounds e.g. land or land with buildings upon it, or a ship or anything of that kind.” Thirdly, counsel refers to the interpretation section of Recovery of Premises Law, Cap 118, Laws of Lagos State to include: