INTERNATIONAL STARCHEM INDUSTRIES LIMITED V AFRICAN NEWSPAPERS OF NIGERIA LIMITED

CORAM

PARTIES

INTERNATIONAL STARCHEM INDUSTRIES LIMITED

AFRICAN NEWSPAPERS OF NIGERIA LIMITED

AREA(S) OF LAW

SUMMARY OF FACTS

The Plaintiff/Appellant initially filed this matter at the High Court of Justice, Oyo State, Ibadan Judicial division, under the undefended list before it was later transferred to the general cause list. The claim of the Plaintiff/Appellant against the Defendant/Respondent is for the sum of N10, 674,360.70, being outstanding balance of N6, 249, 977. 50 on Newsprint supplied to the Defendant due since the 30th of April, 2002 and interest of N4, 424, 383.20 (Four Million Four Hundred and twenty-four thousand, three hundred and eighty-three naira twenty kobo) calculated therefrom at the rate of 10% per month till the 30th of September, 2002. The Respondent at the trial court admitted owing the Appellant the sum of N5, 772,950.00, leaving the balance of N4, 901, 410, 70. The balance is made up of N4, 424,383.20k claimed by the Appellant as pre-judgment interest, N249, 977.50k as the delivery charges and the sum of N277, 050.00 which the Respondent allegedly paid to one Elder Wole Ogunnowo whom the Respondent claimed was the agent of the Appellant. Pleadings were filed and exchanged and the suit proceeded to hearing. Judgment was entered partly in favour of the Appellant. That is the undisputed sum N5, 772,950.00 and the money allegedly paid to Elder Wole Ogunnowo. The Appellant felt agitated with the decision of the learned trial Judge and has filed an appeal before this court.

HELD

Appeal Allowed

ISSUES

Whether having regards to the state of the pleadings, the evidence before the court including documentary evidence and especially Exhibits 3 – 3a and 4 the court was right to have refused the claim for interest and delivery charges.?

RATIONES DECIDENDI

DOCUMENT – DUTY OF COURT TO CONSIDER ALL DOCUMENTS BEFORE IT TO DETERMINE THE ISSUES IN A CONTRACTUAL SUIT

“It is now settled, that it is not the duty of the court to determine the issues before it on the basis of one document only, particularly in a contractual relationship where the contract agreement is contained in a series of documents or letters or correspondences or invoice like in the instant case. The court is under a duty to consider the whole of what has passed between the conduct of the parties.”

FACTS – DUTY OF COURT WHERE A SET OF FACTS ARE PROVED

“Where a trial court finds a set of facts proved, it should apply law to his findings so that its conclusion therein will not be contradictory. (Refers Udeagu v. Benue Cement Plc (2005) LPELR-6170 (CA) Pp. 30-31).”

TERMS OF A CONTRACT- BINDINGNESS OF THE TERMS OF A CONTRACT ON PARTIES

“Contrary to the learned Counsel for the Respondent’s submission, it is settled that parties to an agreement or contract are bound by the terms and conditions of the contract they signed, (Refers Isheno v. Julius Berger Nig. Plc (2008) LPELR-1544 (SC) p. 35) and when a document containing terms is signed then in the absence of fraud and misrepresentation a party who has signed such a document is bound by it not withstanding whether he read the document or not. Refers West Africa Portland Cement Plc v. Oduntan & Anor (2007) LPELR-9046 (CA) p. 24 & Sagay-Nigerian Law of Contract, page 168 where it was stated that:-
“The position with regard to document signed by the injury party, containing or incorporating excluding or limiting terms is simple and straight forward in the absence of fraud, duress or misrepresentation, the person signing is bound by the excluding or limiting term whether or not he reads it.”

LEGAL DOCUMENT – IMPLICATION OF SIGNING A LEGAL DOCUMENT

“My lord Eso JSC in the case of Egbase v. Oriareghan (1985) LPELR-1030 (SC) Pp. 29-30 held that:-
“…whenever a man of full age and understanding who can read and write signs a legal document which is put before him for signature by which I mean a document which, it is apparent on the fact of it, it intended to have legal consequences then, if he does not take the trouble to read it, but signs it as it is, relying on the word of another as to its character or contents or effect, he cannot be heard to say that it is not his document. By his conduct in signing it he has represented to all those whose hands it may come, that it is his document; and once they act upon it as being his document, he cannot go back on it and say it was a nullity from the beginning.”

DOCTRINE OF INCORPORATION BY REFERENCE- APPLICABILITY OF THE DOCTRINE OF INCORPORATION BY REFERENCE

“It is the law that, in the construction of contract documents, where the parties have embodied the terms of their contract in a written document extrinsic evidence is not admissible to add to, vary, subtract from or contradict the terms of the written document. However, the principle of doctrine of incorporation by reference is to the effect that, where from the document or documents produced by the parties and admitted in evidence, it is clear that some other evidence must have been in the contemplation of the parties, the court would be compelled to look beyond the contractual document and ascertain the intention of the parties. See Nika Fishing Co. LTD v. Lavina Corp. (2008) 16 NWLR (pt.1114) p.509; U.B.N. v. Nwaokolo (1995) 6 NWLR (pt.400) p.127 and Collins Iwuoha v. Nigerian Railway Corporation (1997) LPELR – 1570 (S.C).”

TERMS OF A CONTRACT – DUTY OF COURT WHEN INTERPRETING THE TERMS OF A CONTRACT

“Where the terms of the contract are clear and unambiguous. The duty of the court is to give effect to them and on no account rewrite the contract for the parties. In the absence of fraud, duress, misrepresentation, the parties are bound by the terms of the contract they freely entered into. See JFS Inv. Ltd. v. Brawal Line Ltd (2010) 12 SC (pt. 1) p. 110 at 162, Amede v. UBA (2006) 8 NWLR (pt.1090) pg. 623 at 659-660.”

Legalpedia Citation: (2014) Legalpedia (CA) 11701

In the Court of Appeal

HOLDEN AT ILORIN

Thu Jun 5, 2014

Suit Number: CA/I/68/2009