United Bank For Africa Ltd. V. Tejumola & Sons Ltd. (1988)

LawGlobal-Hub Lead Judgment Report

G. O. AGBAJE, J.S.C.

The Plaintiff Company, Tejumola & Sons Ltd., sued the Defendant Bank, United Bank for Africa Ltd. in a Lagos High Court claiming against it as per the indorsement on its Writ of Summons dated 3rd August, 1983 as follows:-

“The Plaintiff’s claim against the Defendant is for the sum of N2,000,000.00 (Two million Naira) being special and general damages for the breach of contract entered into between the Plaintiff and the Defendant in or about April 1982 in Lagos, the breach having occurred also in Lagos in or about October, 1982.”

Pleadings were ordered, filed and delivered. The case proceeded to trial before Ayorinde J. The contract alleged by the Plaintiff as existing between it and the Defendant Bank and in respect of which damages were being claimed by the Plaintiff from the Defendant for its breach by the latter was pleaded as follows in paragraphs 9, 10, 11 and 12 of the Plaintiff’s Statement of Claim:-

“9. Thereafter, negotiations as regards the term of the proposed lease of the said property went on between the parties until April, 1982 when the Defendant by its letter dated 19th April, 1982 offered to rent the said property from the Plaintiff subject otherwise to the terms and conditions contained in the said letter for a term of 15 years, the Defendant reserving the right to break the said term at the end of the 5th and of the 10th years of the said term.

10. The rent offered was N215 per sq. meter (or N20 per sq. ft.) per annum payable 5 years in advance subject to a revision every 5 years.
11. The area of the property agreed to be rented by the Defendant was “Portion of the ground floor (i.e. 900 sq. ft.) and all the four upper floors (i.e. 1,108sq. ft. each) comprising a total floor area of approximately 493,036 sq. metres (5,322 sq. ft.).
12. The Plaintiff by its letter dated 19th April, 1982 accepted the Defendant’s offer without any reservations.”

The property to which the alleged contract relates admittedly belongs to the Plaintiff and it is situate at No. 42, Idumagbo Avenue, Lagos, otherwise known as No. 3 Docemo Street, Lagos. The Plaintiff pleaded the negotiations which led up to the contract which according to it was entered into between it and the Defendant Bank. After the contract had been concluded, as pleaded by the Plaintiff, the Plaintiff pleaded in paragraph 13 of its Statement of Claim as follows:-

“13. Thereafter, the Defendant started to give directives to the Plaintiff as to how the Plaintiff should alter the said property to suit the peculiar needs of the Defendant as a banking business office.”

The particulars of the alterations to the said property which the Plaintiff carried out pursuant to the directives of the Defendant in this regard, according to the Plaintiff, were pleaded with adequate particularities in the Plaintiff’s Statement of Claim.

The Defence of the Defendant Bank to the claim by the Plaintiff Company against it was concise and precise and it was contained in paragraphs 5, 6 and 7 of its Statement of Defence which read thus:-

“5. The Defendant admits that it entered into negotiation with the Plaintiff for the grant of a lease of the premises referred to in the Statement of Claim herein, and that the initial rent and the length of the term had been agreed as alleged. But the negotiations were never completed and in particular the Defendant’s letter dated 19th April, 1982 pleaded in paragraph 9 of the Statement of Claim was clearly written “SUBJECT TO CONTRACT.”

6. The agreement referred to in the Statement of Claim did not fix the date of commencement of the proposed lease with the certainty required by law.
7. The Defendant will rely upon the provisions of Section 5 of the Law Reform (Contracts) Law Cap. 66 Revised Laws of Lagos State.”

As I have said before, the case proceeded to trial before Ayorinde J. The Plaintiff led evidence, mainly documentary, in support of the various averments in its’ Statement of Claim. The Defendant called no evidence. In short the Defendant tested its case on .he evidence adduced by the Plaintiff.

The letter dated 19th April, 1982 from the Defendant which the Plaintiff pleaded as constituting the offer from the Defendant to the Plaintiff to rent the property in question is Exh. E. in these proceedings. The relevant portions of Exh. E for the purposes of the appeal in hand are as follows:-

“OUR REF: PROP/PM/82 19th April, 1982.

Tejumola & Sons Limited,