Legalpedia Citation: (2025-04) Legalpedia 75931 (SC)

In the Supreme Court of Nigeria

Fri Apr 11, 2025

Suit Number: SC.CV/602/2021

CORAM

Mohammed Lawal Garba Justice of the Supreme Court of Nigeria

Adamu Jauro Justice of the Supreme Court of Nigeria

Jummai Hannatu Sankey Justice of the Supreme Court of Nigeria

Moore Aseimo Abraham Adumein Justice of the Supreme Court of Nigeria

Abubakar Sadiq Umar Justice of the Supreme Court of Nigeria

PARTIES

FIDELITY BANK PLC

APPELLANTS

1. SAGECOM CONCEPTS LIMITED
2. G. CAPPA PLC

RESPONDENTS

AREA(S) OF LAW

CONTRACT LAW, BANKING LAW, PROPERTY LAW, MORTGAGES, SPECIAL DAMAGES, CONTEMPT OF COURT, APPEAL, PRACTICE AND PROCEDURE, PRELIMINARY OBJECTION, COUNTERCLAIM, EVIDENCE LAW, EQUITABLE PRINCIPLES, CONSTITUTIONAL LAW

SUMMARY OF FACTS

This case arose from a property transaction involving property located at No. 25, Probyn Road, Ikoyi, Lagos. The 2nd Respondent (G. Cappa PLC) had a 25-year lease on the property from NEPA commencing January 1, 2001, consisting of 10 flats and two penthouses. G. Cappa mortgaged this property to the Appellant (Fidelity Bank) as security for a $3 million loan and also took a separate N100 million loan secured by other properties in Ibadan.

When G. Cappa defaulted on the facilities, Fidelity Bank sold one of the Ibadan properties, prompting G. Cappa to file Suit No. FHC/L/CS/957/2005 against Fidelity Bank in the Federal High Court, Lagos. On September 9, 2005, the Federal High Court granted an interim injunction restraining Fidelity Bank from further interfering with, disposing of, or taking over the disputed property.

Despite this subsisting court order, Fidelity Bank appointed Hemaco Commercial Enterprises to dispose of the property. The 1st Respondent (Sagecom Concepts Limited), unaware of the injunction, showed interest in purchasing the property. A purchase price of N350 million was agreed for the unexpired residue of the lease. The sale was completed in November 2005, with Sagecom financing N300 million through First City Monument Bank (FCMB) at 19.5% per annum interest rate.

Fidelity Bank handed over title documents to FCMB and provided Sagecom with a list of annual rental values. However, Sagecom only discovered the subsisting injunction through a newspaper advertisement on January 3, 2006, after payment had been made. Sagecom sought a refund from Fidelity Bank but received no response.

Sagecom was subsequently joined as a defendant in the Federal High Court suit and filed a counterclaim. The Federal High Court delivered judgment on June 20, 2011, holding that Fidelity Bank’s power of sale had arisen and the assignment was regular, but declined jurisdiction over Sagecom’s counterclaim and transferred it to Lagos State High Court.

Sagecom then filed the suit leading to this appeal at Lagos State High Court against G. Cappa (1st Defendant) and Fidelity Bank (2nd Defendant), claiming possession and special damages representing annual rental values of all flats and penthouses. Fidelity Bank filed a counterclaim against G. Cappa only, seeking possession and payment of collected rents.

The trial court found that Fidelity Bank was aware that time was essential but failed to disclose the pending suit and injunction, making it impossible for Sagecom to take possession. The court granted all reliefs sought by Sagecom and also granted Fidelity Bank’s counterclaim against G. Cappa. The Court of Appeal affirmed this decision, leading to the present appeal

HELD

1. The preliminary objection raised by the 1st Respondent was dismissed as being without merit.
2. The appeal was dismissed.
3. The Court held that the Court of Appeal was correct in affirming the trial court’s decision that Sagecom proved its entitlement to special damages against Fidelity Bank.
4. The Court found that Fidelity Bank’s conduct in selling the property while knowing of the subsisting court injunction was wrongful and directly caused Sagecom’s losses.
5. The Court distinguished between the main claim (for special damages representing lost economic value) and the counterclaim (for actual rents collected), finding them to be separate and not contradictory.
6. The Court held that allowing Fidelity Bank to escape liability would be tantamount to allowing it to benefit from its own wrong, contrary to established equitable principles.
7. The Court emphasized that a main claim and counterclaim are separate suits that must be considered independently, and that Sagecom, not being a party to the counterclaim, could not be bound by its outcome.
8. The judgment of the Court of Appeal was affirmed, and parties were ordered to bear their respective costs.

ISSUES

1. Whether the Court below was right in affirming the decision of the trial Court to the effect that the 1st Respondent proved its entitlement to the reliefs sought in its claim?

RATIONES DECIDENDI

DISTINCTION BETWEEN GROUNDS OF LAW AND MIXED LAW AND FACTS

A ground of appeal that requires an appellate Court to declare the position of the law or that complains about the lower Court’s misapplication of the law to established facts or that requires the Court to apply the law to undisputed, proved or admitted facts, is a ground of law. On the other hand, a ground that complains about the lower Court’s evaluation of facts or the lower Court’s misapplication of the law to disputed facts or requires an appellate Court to evaluate facts or to apply the law to disputed facts are grounds of facts or at best, mixed law and facts. – Per ADAMU JAURO, J.S.C.

CONSTITUTIONAL REQUIREMENT FOR LEAVE TO APPEAL

By virtue of Section 233 of the Constitution of the Federal Republic of Nigeria, 1999 (as altered), leave of the lower Court or of this Court is required to appeal to this Court on grounds other than of law alone i.e. on grounds of facts or mixed law and facts. A ground of appeal filed in violation of the requirement of leave to appeal will be incompetent and liable to be struck out. Where all the grounds of appeal in a Notice of Appeal to this Court are grounds of facts or mixed law and facts, failure to seek leave will render the entire appeal incompetent. – Per ADAMU JAURO, J.S.C.

DETERMINATION OF GROUND NATURE — SCRUTINY REQUIREMENT

To determine the nature of a ground of appeal, a Court must scrutinize the ground together with the particulars in support thereof with the aim of distilling the real complaint therein. – Per ADAMU JAURO, J.S.C.

ENTITLEMENT TO APPEAL — AGGRIEVED PERSON CONCEPT

The law is that it is only an aggrieved person that is entitled to appeal against a judgment. An aggrieved person is a person or party who has suffered a legal grievance or who the judgment appealed against has deprived or refused of something. – Per ADAMU JAURO, J.S.C.

RESPONDENT’S ISSUES — SCOPE LIMITATION

It is well settled that a Respondent who has neither filed a cross-appeal or a Respondent’s Notice has no business formulating issue(s) for determination outside the scope of the issues formulated by the Appellant. A Respondent’s issues must not only arise from the grounds of appeal raised by the Appellant, they must also be confined to the issues framed by the Appellant because it is the Appellant’s issues that nominates the complaints that an appellate Court will address.– Per ADAMU JAURO, J.S.C.

MAIN CLAIM AND COUNTERCLAIM — SEPARATE SUITS

The law is very well settled that a main claim and a counterclaim are separate and distinct suits or actions tried together for the sake of convenience and to avoid multiplicity of actions. Undoubtedly, the main claim is the source of the counterclaim and there cannot be a counterclaim without the main claim being filed in the first place, but the counterclaim is nevertheless an independent action that must be considered separately and a Court must deliver a separate judgment in respect of the counterclaim. – Per ADAMU JAURO, J.S.C.

INTERWOVEN CLAIMS — EXCEPTION TO INDEPENDENCE

Where the main claim and counterclaim are so interwoven that they raise the same or similar issues, a trial Court must not deliver contradictory judgments and the resolution of issues in the main claim may necessarily determine how the counterclaim will be determined. – Per ADAMU JAURO, J.S.C.

NON-PARTY LIMITATION — BENEFIT AND DETRIMENT

The law is trite that a non-party can neither take benefit of the decision of a Court, neither can he be deprived of something by the Court’s decision, otherwise the decision would have been arrived at in breach of the principle of fair hearing” – Per ADAMU JAURO, J.S.C.

SPECIAL DAMAGES — PLEADING AND PROOF REQUIREMENTS

Special damages must be specifically pleaded and strictly proved by credible evidence. This is the position of the law as laid down in a legion of decisions of this Court… Hence, it is not sufficient for a Plaintiff to simply make a claim for special damages, it must be specifically pleaded with sufficient particularisation. Special damages must also be strictly proved by credible evidence, otherwise the claim will not be granted. – Per ADAMU JAURO, J.S.C.

UNCHALLENGED EVIDENCE — COURT’S LIBERTY

It is trite that a Court is at liberty to accept and act on unchallenged or uncontroverted evidence as long as same is credible and believable. – Per ADAMU JAURO, J.S.C.

EQUITABLE MAXIM — NO BENEFIT FROM OWN WRONG

Allowing the Appellant to escape liability as it so desperately seeks to do here would be tantamount to allowing it to benefit from its own wrong. The notorious principle of equity that a Court ought not to allow a person to take advantage of his own wrong still remains part of our jurisprudence. – Per ADAMU JAURO, J.S.C.

CONCURRENT FINDINGS — APPELLATE INTERFERENCE

The findings of fact forming the foundation of the judgments of the two lower Courts are unassailable. The Appellant has been unable to show that the findings are perverse in the sense that they are not supported by evidence or that it has suffered any miscarriage of justice. That being the case, this Court will not disturb, interfere or tamper with those findings of fact. – Per ADAMU JAURO, J.S.C.

COURT ORDERS — ABSOLUTE OBEDIENCE OBLIGATION

It is plain and unqualified obligation of every person against, or in respect of whom an order is made by a Court of competent jurisdiction, to obey it unless and until that order is discharged. The uncompromising nature of this obligation is shown by the fact that it extends even to cases where the person affected by an order believes it to be irregular or even void. – Per JUMMAI HANNATU SANKEY, J.S.C.

CASES CITED

STATUTES REFERRED TO

1. Constitution of the Federal Republic of Nigeria 1999 (as amended)
2. Evidence Act
3. High Court of Lagos State Rules

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