*Photo L-R:Mr Emmanuel Ekpenyong Esq of Fred-Young & Evans LP, and Charles Candide-Johnson, SAN of Candide-Johnson Law Practice at the hearing of the matter in Supreme Court*
The Supreme Court has dismissed an appeal filed by an Estate Surveyor and Valuer, Philip Ojo, against SDV Nigeria Limited and another over dispute arising from the sale of an estate in Lagos State.
The apex court, in the lead judgment delivered by Justice Obande Ogbuinya and unanimously upheld by other justices, held that the appeal was unmeritorious.
“On the whole, having resolved the live issues against the appellant, the destiny of the appeal is obvious.
“It is bereft of any morsel of merit and deserves the reserved penalty of dismissal.
“Consequently, I dismiss the appeal.
“The parties shall bear their respective costs they incurred in the prosecution and defence of the doomed appeal,” he ruled.
Justice Ogbuinya, who agreed with the arguments of the lawyers to the company, Charles Candide-Johnson, SAN of Candide-Johnson Law Practice and Emmanuel Ekpenyong Esq of Fred-Young & Evans LP, upheld the decision of the Appeal Court in Lagos which vacated the trial court’s judgment.
Ojo, trading under the name and style of P.K. Ojo & Co, had, in the appeal number: SC/716/2016, sued SDV Nigeria Limited and SCOA Nigeria Limited as 1st and 2nd respondents.
The appellant, in the suit filed by his counsel, Chief A.A. Aribisala, SAN, had approached the Supreme Court to probe into the rightness of the decision of the Court of Appeal sitting in Lagos delivered on April 22, 2016 in appeal number: CA/L/444/2014.
In its judgment, the appellate court set aside the decision of the High Court of Lagos State (the trial court), in suit marked: LD/1279/2007, delivered on the Dec. 24, 2013, wherein Justice Oluyinka Gbajabiamila granted the appeliant’s claim in part.
Ojo had alleged that he sourced for property known as Plots 9, 10 and 11 Awodiora Industrial Estate, Kirikiri, Lagos, measuring 20 acres, for purchase by SDV Nigeria Ltd (1st respondent) through its agent, Mr Adebola Adejobi.
He alleged that the property, which was owned by SCOA Nigeria Ltd (2nd respondent), was eventually purchased by the 1st respondent behind him without payment of his professional agency commission.
Against this development, Ojo dragged the respondents before Justice Gbajabiamila of Lagos High Court via a writ of summons filed on Oct. 16, 2007, and an amended statement of claim, filed on the July 31, 2009.
He sought a declaration that he was entitled to the payment of agency commission or fee from SDV Nigeria Ltd based on the charges by the Nigerian Institute of Estate Surveyors and Valuers (NIESV), having introduced the estate to the company in the course of his business as a professional estate surveyor.
The claimant sought the sum of $1, 250, 000.00 U.S. dollars or its naira equivalent of N161, 250, 000.00 at the exchange rate of N129 to a dollar, and interest thereon at the rate of 21 per cent per annum from the date of the commencement of the action until the final liquidation of the judgment debt.
Ojo argued that the amount was due to him as agency fee or commission in respect of the said property, purchased by SDV Nigeria Ltd from SCOA Nigeria Plc, pursuant to the introduction of same to the 1st defendant in the course of his business.
He also sought the sum of N23, 620, 000 as special and general damages suffered by him as a result of SDV NigerianLtd’s refusal to pay the said agency commission, among other reliefs.
SDV Nigeria Ltd, represented at the trial court by Candide-Johnson SAN filed a statement of defence wherein it denied any liability.
However, SCOA Nigeria Ltd neither filed any defence nor represented in the case.
The trial court, on Dec. 24, 2013, granted Ojo’s claim in part.
Dissatisfied with the judgment, SDV Nigeria Ltd approached the Appeal Court and in a unanimous decision, the appellate court, on April 22, 2016, set aside the trial court decision.
The court held that further to Section 31 (6) of the Companies and Allied Matters Act, change of the name of SDV Nigeria Ltd does not affect its legal status to maintain the appeal.
The appellant (Ojo), peeved by the Appeal Court judgment, filed an appeal at the apex court, seeking an order vacating the appellate court judgment and restoring the Lagos State High Court decision.
Ojo urged the Supreme Court to hold that SDV Nigeria Ltd, upon its change of name, lacks the legal status to sustain the appeal.
Justice Ogbuinya, in the lead judgement, upheld Appeal Court decision.
“Flowing from this brief juridical survey on maintenance of legal capacity of a company after change of name and fair hearing, the findings of the lower court were not offensive to the established tenents of the law as to magnet any ounce of reprobation from this court.
“In the end, I have no option than to resolve the issue one against the appellant and favour of the respondent” Justice Ogbuinya said.
The judge further held that the appellant (Ojo) did not establish that he had any agency relationship with SDV Nigeria Ltd.
Also, Justice Abubakar Umar, in his judgment, aligned with the decision of Justice Ogbuinya.
His words: “In the instant appeal, it cannot be said that the 1st respondent had manifested any conduct that portrayed Mr Adebola as its agent.
“It is not the 1st respondent who introduced Mr Adebola to the appellant, rather, it was the appellant who claimed to have been told by Mr Adebola that the 1st respondent is in need of a property.
“And by the appellant’s own showing the 1st respondent maintained a sealed leap on his inquiry from the 1st respondent about the asking price of the property as contained in his letter of 25th July, 2006.
“That was a loud silence. Actions speak louder than words.
“The 1st respondent’s refusal to reply the appellant’s said letter of 25th July, 2006 was a clear statement to the appellant that the 1st respondent was not disposed to engaging the appellant to act for it as an agent.
“Similarly, upon the 1st respondent’s denial in exhibit ‘I’ of Mr Adebola as his agent, the appellant in exhibit ‘J’ declared that his claim for professional fee was not based on the instruction of the 1st respondent but on the premise that he introduced to the 1st respondent a property which in his opinion will be cherished by those in the 1st respondent’s type of business.
“From the foregoing, I hold a firm view that there is no empirical or logical basis for the appellant’s learned senior counsel’s contention that Mr Adebola came under the doctrine of agency by estoppel and that the 1st respondent ratified Mr Adebola’s agency.
“In the absence of any prior letter of engagement of the appellant by the Ist respondent, whatever the appellant had done before and after his letter of 25th July, 2006 was gratuitous.
“In a nutshell, looking at the entire circumstances from the background facts and the evidence on record, the relationship of agency cannot be implied.”
Justice Adamu Jauro, Justice Moore Adumein and Justice Mohammed Garba equally backed the lead judgment.