ANTONIO OIL COMPANY LIMITED V ASSETS MANAGEMENT CORPORATION OF NIGERIA (AMCON)

Legalpedia Citation: (2024-06) Legalpedia 83227 (CA)

In the Supreme Court of Nigeria

Fri Jun 21, 2024

Suit Number: SC.CV/88/2020

CORAM

Uwani Musa Abba Aji -Justice of the Supreme Court of Nigeria

Helen Moronkeji Ogunwumiju -Justice of the Supreme Court of Nigeria

Chidi Nwaoma Uwa -Justice of the Supreme Court of Nigeria

Stephen Jonah Adah -Justice of the Supreme Court of Nigeria

Abubakar Sadiq Umar -Justice of the Supreme Court of Nigeria

PARTIES

ANTONIO OIL COMPANY LIMITED

APPELLANTS

ASSETS MANAGEMENT CORPORATION OF NIGERIA (AMCON)

RESPONDENTS

AREA(S) OF LAW

BANKING LAW, CONTRACT LAW, DEBT RECOVERY, EVIDENCE LAW, CIVIL PROCEDURE, PLEADINGS, PRACTICE AND PROCEDURE

SUMMARY OF FACTS

The case revolves around a loan facility of N100,000,000 granted by the respondent (AMCON) to the appellant (Antonio Oil Company Limited). The respondent filed a suit claiming N74,400,178.37 being the amount owed as of December 31, 2008, plus interest at 17% per annum. The case was initially placed on the undefended list but was later transferred to the general cause list after the appellant filed a notice of intention to defend. The trial court entered judgment in favor of the respondent for N61,255,923.79, being the amount owed as of October 31, 2009. The appellant’s counter-claim was dismissed. Dissatisfied, the appellant appealed to the Court of Appeal, which dismissed the appeal, leading to this further appeal to the Supreme Court.

HELD

The appeal was dismissed in its entirety.
The Supreme Court affirmed the concurrent findings of the lower courts that the appellant admitted its indebtedness to the respondent.
The Court held that Exhibits F, G, and J were properly admitted in evidence and were not made during settlement negotiations.
The appellant’s counterclaim for loss of profit failed as it could not prove the alleged breach of contract by the respondent.
The appellant was ordered to pay costs of N300,000 to the respondent.

ISSUES

Whether paragraphs 19 and 20 of the appellant’s statement of defence and counterclaim amount to admission sufficient to discharge the burden on the respondent of proving the alleged indebtedness of N61,255,923.97.?
Whether the Court of Appeal was right in holding that Exhibits F, G, and J were not made on the understanding that they would not be used by the respondent to support its case in court.?
Whether the lower court was right in holding that clause 7 of Exhibit A gives the respondent liberty to call in the facility at any time before the expiration of its tenor of 180 days.?
Whether upon proper evaluation of the pleadings and evidence, the lower court was right in holding that the appellant did not prove its counterclaim of loss of profit.

RATIONES DECIDENDI

ADMISSION IN PLEADINGS – EFFECT OF ADMISSION IN DEFENDANT’S PLEADINGS:

“It is settled law that a party swims or sinks with his pleadings. Parties are bound by their pleadings. Pleadings are not only meant to give the other side notice of the case they are to meet at the trial, they also define the parameters of the case.” – Per Stephen Jonah Adah, JSC

PROOF OF ADMITTED FACTS – WHEN PROOF IS NOT REQUIRED:

“It is certain that the plaintiff needs to plead material facts in his pleading and it is up to the defendant in the case to admit or traverse those facts. It is very fundamental to highlight that a fact which is admitted by the defendant in his pleadings need not be proved by the plaintiff, but should be deemed as established at the trial.” – Per Stephen Jonah Adah, JSC

INTERPRETATION OF LOAN AGREEMENTS – COURT’S ROLE IN CONTRACT INTERPRETATION:

“The position of the law is that Courts do not make agreement for parties. The duty of the Court as an arbiter is to carefully look at the agreements of the parties in their contract and determine their rights thereunder.” – Per Stephen Jonah Adah, JSC

INTERPRETATION OF DOCUMENTS – PRINCIPLES OF DOCUMENT INTERPRETATION:

“In our law of interpretation, it is very elementary to state that our cardinal rule of interpretation requires that where the language, words and terms used in any section of law or a document are clear and unambiguous, they must be given their ordinary and actual meaning.” – Per Stephen Jonah Adah, JSC

ADMISSION OF INDEBTEDNESS – EFFECT OF CORRESPONDENCE ADMITTING DEBT:

“These exhibits were not marked 'without prejudice. They were also not in tone and character, indicative of any settlement arrangement or a product of any negotiation between the parties to the contract. The letters were in response to formal demand letters.”– Per Stephen Jonah Adah, JSC

INTERPRETATION OF DOCUMENTS – PRINCIPLES OF DOCUMENT INTERPRETATION:

PROOF OF ANTICIPATED PROFIT – BURDEN AND STANDARD OF PROOF:

“The position of our law on the proof of anticipated loss of profit is very clear. The onus of proof is on the appellant or the counter claimant to put forward before the trial Court the proof of the anticipated loss of profit.”– Per Stephen Jonah Adah, JSC

CONCURRENT FINDINGS – WHEN SUPREME COURT WILL NOT INTERFERE:

“This Court in the face of this failure of the appellant cannot but state the obvious that the appellant has failed also in convincing this Court of the need to change or alter the concurrent findings of fact of the lower Court and the trial Court.” – Per Stephen Jonah Adah, JSC

GENERAL DENIAL – EFFECT OF GENERAL DENIAL IN PLEADINGS:

“It is settled law that a general denial of specific allegation of clear facts is an evasive denial and is no denial in law.”– Per Chidi Nwaoma Uwa, JSC

BURDEN OF PROOF IN LOAN CASES – SHIFTING OF BURDEN:

“It is settled that once a defendant admits the indebtedness or receipt of the loan, the burden as to repayment or as to the reasons for non-payment, is on the defendant.”– Per Uwani Musa Abba Aji, JSC

ROLE OF PLEADINGS – DEFINING SCOPE OF DISPUTE:

“One of such roles is to define the scope of dispute among the parties in a case such that each party is fully apprised of what he is expected to prove or rebut and the Court of what it is called upon to adjudicate over.”– Per Abubakar Sadiq Umar, JSCUTE:

ADMISSIBILITY OF CORRESPONDENCE – DISTINCTION BETWEEN SETTLEMENT NEGOTIATIONS AND FORMAL RESPONSES:

“Neither the circumstances under which the letters were written nor the content of the letters suggest negotiation between the parties. Instead, the facts pleaded by the appellant is that the respondent resorted to blackmail and threat.”– Per Abubakar Sadiq Umar, JSC

LOSS OF PROFIT CLAIMS – REQUIREMENT OF BREACH:

“Such a claim can only be predicated on the breach of terms of the contract between the parties and as the appellant failed to prove any breach on the part of the Respondent, the loss, if any, incurred by the appellant is self-inflicted.”– Per Abubakar Sadiq Umar, JSC