Contract (136)
HELD:
"If both parties have done all that is required of them by the express agreement. The principle in MERSEY STEEL AND IRON CO. VS NAYLOR (1884) 9 A.C.434 comes to bear; as the authority that, a contractor was not justified in repudiating the contract as the Appellant had not shown an intention on their part to abandon or repudiate." FLORENCE ACHONU v. OLADIPO OKUWOBI(2017) LPELR-42102(SC)Per BAGE, J.S.C. (P. 46, Paras. D-F)
FACTS:
HELD:
"The next question to address is whether the limitation of liability under the Montreal Convention is applicable to the instant case in relation to damages or compensation. Indeed, it is the law that the limitation as to damages or compensation provision under the said convention is subject to the exception that the respondent is not found to have acted with intent to cause damage or acted recklessly with knowledge that damage would be the probable result. This can be seen in Article 22 (5) of the Convention for the Unification of certain Rules Relating to International carriage by Air (Montreal 1999) which was domesticated pursuant to Section 48 of the Civil Aviation Act 2006. It has to be said that the Montreal Convention would not provide a cover to arm carriers in cases where they deny boarding to a passenger.
HELD:
"The question under Appellant's issue 2 is actually whether the limitation of liability under the Montreal Convention, 1999 domesticated by Section 48 of the Civil Aviation Act, 2006, is applicable to the instant case where notwithstanding the fact that the Respondent had three times, at the instance of the Appellant, confirmed the Appellant's ticket and flight as scheduled, it nonetheless denied the Appellant boarding on the flight date for no reason or explanation at all. The Appellant submits that denial of boarding without just cause smacks of both wilful misconduct and a breach fundamental term of contract.
HELD:
"The quodlibet in this issue is whether the Retainership and Service Agreement, Exhibit P4, was validly terminated by the Appellant's letter, Exhibit P4 or whether the said Exhibit P6 constituted a breach of Exhibit P4. It is abecedarian that in interpreting a document, the document must be read as a whole and not parts in isolation, and that different parts of document must be interpreted in the light of the whole document and an effort must be made to achieve harmony amongst its different parts.
HELD:
"It is important to underscore that from the facts of this matter there is no question of the Appellant not wanting the Respondent as its counsel. The Respondent was by the Retainership Agreement, Exhibit P4, appointed the sole external Solicitor for the Appellant. The Appellant repudiated the Agreement, not with respect to the Respondent as its external Solicitor of choice, but only as it relates to the Respondent being the sole external Solicitor. The Appellant's letter, Exhibit P6, is clear that the Respondent was retained as an external Solicitor, but that additional external Solicitors would be engaged. So the Appellant's contention that it could not be prevented from having counsel of its choice would only have arisen it had not retained the Respondent as an external Solicitor.
HELD:
"On the issue of illegality, the two lower Courts dealt extensively with same but I wish to add that the Appellant cannot at this stage or at any stage of the proceedings rely on the Respondent's purported breach of Section 15 of the Local Government (Market) Bye Law which prohibits subletting of stalls by any tenant of the Local Government. Apart from the fact that it is for the Enugu North Local Government and not for the Appellant to say that the Respondent violated the terms of the allocation as rightly held by the two lower Courts, I wish to add that the Appellant got into possession of the stall in dispute by virtue of the alleged illegal contract. The question I ask myself is that even if the said contract between the parties was illegal, can the Appellant having benefited immensely from same be allowed to cry foul and make heavy weather relying on Section 15 of the Local Government (Market) Bye Law which prohibits subletting of stalls by any tenant of the Local Government? My answer is in the negative. No one can be allowed in good conscience and in equity to benefit from his own wrong and claim that a contract is illegal after taking benefit therefrom. In the case of PDP V EZEONWUKA & ANOR (2017) LPELR 42563 (SC), the Apex Court held thus: "Equity, acting in personam would not allow a party to benefit from his iniquity, it insists that whoever comes to it or justice must do justice and must not come to the temple of justice with dirty hands." MR. GODDY ORURUO v. MR. SAMUEL EKE(2019) LPELR-47710(CA) Per UMAR, J.C.A. (Pp. 26-27, Paras. A-B)
FACTS:
"The learned counsel to the Appellant had argued that damages could have been awarded to the Respondent as compensation rather than the order of specific performance ordered by the trial Court, but the order of specific performance is anchored on the inadequacy of the remedy of damages. See, AFROTEC TECH. SERVICES (NIG.) LTD. V. M. A & SONS LTD. (2000) 15 NWLR (PT.692) 730 EZENWA V. OKO (SUPRA) and HELP (NIG.) LTD. V. SILVER ANCHOR (NIG.) LTD. (2006) LPELR-1361 (SC). The essence of the order of specific performance is based on the existence of a valid contract which is enforceable. The contract or agreement for the sale of the land between the Appellant and the Respondent vide Exhibit "1" was still subsisting at the time Exhibit "2" was entered into on 10th October, 2017 and without the knowledge of the Respondent, when the Appellant resold the land to another. It is on record that the portion of land sold to the Respondent had his shop on it where he had been carrying on his business.
"Parties are bound by the terms of their contract and if any dispute should arise with respect to the contract, the terms in any documents which constitute the contract, are invariably the guide to its interpretation. See Per MOHAMMED, J.S.C in ONYKWELU V. ELF PETROLEUM (NIG) LTD. (2009) LPELR-2733 (SC)." A.B.C (TRANSPORT COMPANY) LIMITED v. MISS BUNMI OMOTOYE(2019) LPELR-47829(SC) Per ABBA AJI, J.S.C. (P. 15, Paras. B-C)
FACTS:
"Parties are bound by the terms of their contract and if any dispute should arise with respect to the contract, the terms in any documents which constitute the contract, are invariably the guide to its interpretation. See Per MOHAMMED, J.S.C in ONYKWELU V. ELF PETROLEUM (NIG) LTD. (2009) LPELR-2733 (SC)." A.B.C (TRANSPORT COMPANY) LIMITED v. MISS BUNMI OMOTOYE(2019) LPELR-47829(SC) Per ABBA AJI, J.S.C. (P. 15, Paras. B-C)
FACTS:
"The main reason why the appellant challenged the findings of the two Courts with regard to Exhibit A, is that it was one of the terms of agreement that it would take effect from the date the last person signs and that since it did not sign the document after it was signed by the respondent, the document was inadmissible and could not be relied upon as a valid contract between the parties. The reasoning of the learned trial Judge was that Exhibit A was prepared by the appellant without any input from the respondent. It was sent to the respondent for its signature signifying its acceptance.
