CORAM
OBANDE FESTUS OGBUINYA JCA
ONYEKACHI AJA OTISI JCA
FREDRICK OZIAKPONO OHO JCA
PARTIES
MR. PAUL EZENWA NWOKOLO
APPELLANTS
1. PROSPER FUNDS LIMITED
2. MR. PETER YUSEFUL ONUMINYA
RESPONDENTS
AREA(S) OF LAW
APPEAL, BANKING, COMPANY, CONTRACT, EVIDENCE, PRACTICE AND PROCEDURE
SUMMARY OF FACTS
Sometime in 2005, the appellant (Plaintiff at the lower court), an ex-banker, invested certain sum of money with the first respondent for a maturity period of 90 days at a given interest rate. The second respondent, the managing director of the first respondent, was a professional colleague (co-staff) in the defunct Equity Bank of Nigeria, which metamorphosed into Access Bank Plc, who assured and guaranteed the appellant of the safety and repayment of his investment. The investment sum was, on the agreement of the parties, rolled over severally, on higher sums of money, and on agreed conditions. The appellant was issued with an investment note number by the first respondent. In 2013, the appellant requested for N6,000,000.00 out of the investment sum but was given N1,400,000.00 owing to economic hardship and down turn in the business of the first respondent. The first respondent failed to pay the appellant the balance of his investment sum despite repeated demands. Sequel to this, the appellant beseeched the lower court
The respondents joined issue with the appellant and also filed a preliminary objection which was struck out by the lower court. The appellant filed a motion for summary judgment which was heard by the lower court. The lower court entered judgment for the appellant in sum of N11,369,863.00 and granted the respondent leave to defend the other heads of claim. In a considered judgment, the lower court granted partly the balance of the appellant’s claims against the first respondent only. The appellant was dissatisfied with certain parts/positions of the judgment hence the instant appeal.
HELD
Appeal dismissed
ISSUES
Whether Considering the state of the pleadings, the documentary evidence frontloaded by the parties and the evidence before the court, the learned trial court was correct in his verdict that there was absence of credible evidence of the 2nd defendant’s involvement in the transaction that led to the suit except as a managing director of the 1st defendant and as such all claimant’s remaining claims succeeds against the 1st defendant only?
Whether from the evidence before the Court and the documentary Exhibit tendered the trial Court was right and fair to have awarded the interest of 10% instead of 25% agreed by parties more so when the Respondent defaulted in repaying the investment at the time agreed by the parties?
RATIONES DECIDENDI
COURTS, DOCUMENTS, NOTABLE PROOUNCEMENT, PRACTICE AND PROCEDURE, WORDS AND PHRASES
In Akeredolu v. Akinremi (No. 2) (1986) 2 NWLR (Pt. 25) 710, Oputa, JSC, incisively, declared:
Generally speaking, when you talk of a thing being “deemed” to be something, you do not mean to say that it is that which it is deemed to be. It is rather an admission that it is not what it is deemed to be; and that notwithstanding, it is not that particular thing, nevertheless it is still deemed to be that thing.
See, also, Orji v. Dorji Textiles Mills (Nig.) Ltd. (2010) ALL FWLR (Pt. 519) 999; Umar v. Geidam 92019) 1 NWLR (Pt. 1652) 29. It flows, based on the signification of the word “deemed” displayed above, that to deem means to treat a thing as being something which it is not or as possessing qualities that it does not own. Thus, when the respondents’ brief of argument, which was filed outside the time bracket allowed by the Practice Directions, was deemed, it connotes that it was taken to have been filed within the 10 days’ prescription from 30th June, 2022. In essence, the deeming order of this court accorded the respondents’ brief of argument, which was lately filed, with the stamp of regularity. In this wise, the brief escapes from any caustic sanction which is appurtenant to the erosion of the provision of order 8(5) of the Practice Directions. In sum, the respondents’ brief of argument was not tainted with any incompetence germinating from its infraction of the provision. – Per O. F. Ogbuinya, JCA
PAGINATION – WHETHER VIOLATING PRACTICE DIRECTION ON PAGINATION AFFECTS COMPETENCE OF A SUIT
However, it is imperative to place on record, pronto, that a protestation against the number of pages in a brief of argument is, totally, divorced from an issue bordering on the competence of an appeal, see Garba v. Mohammed (2016) 16 NWLR (Pt. 1537) 114. In Emerhor v. Okowa (2016) 11 NWLR (Pt. 1522) 1 at 25, Okoro, JSC, insightfully and incisively, declared:
The learned senior counsel had urged this court to strike out the appellants’ brief and hold that there is no argument of the appeal before this court. I have no reason to do that. The fact that the brief of the appellant comprises 41 pages instead of the maximum of 40 pages prescribed by paragraph 9(a) of Practice Direction on Election Appeals to the Supreme Court, is not enough reason to strike out the brief. I can only admonish counsel and parties to try and limit the length of their briefs to 40 pages as directed by the Practice Direction aforesaid
It is settled law, discernible from the magisterial pronouncement in these ex cathedra authorities, that superfluous pagination of brief of argument is a mere irregularity. It does not go to the prop/root of the brief as to it taint it with incompetence. This current position of the law, with due respect, drowns the appellant’s allegation that the respondents’ brief of argument was/is plagued by incompetence on the footing of excess number of pages. In effect, the said brief, which is in the heat of being ostracised from the appeal, has not offended the law as to attract the corrosive penalty of striking out by this court. – Per O. F. Ogbuinya, JCA
PARTIES AND PRIVIES – MEANING OF PARTIES AND PRIVIES AND NECESSARY PARTIES TO A SUIT
By way of prefatory remarks, the nomenclature and configuration of parties are usually located at the cradle of every suit/appeal. It is apropos to appreciate the connotation of a party in litigation. A party is a person by or against whom a legal action is sought and whose name is designated on the record as plaintiff or defendant, see Green v. Green (2001) FWLR (Pt. 76) 795; Fawehinmi v. NBA (No. 1) (1989) 2 NWLR (Pt. 105) 494; BelIo v. INEC (2010) 8 NWLR (Pt.1196) 342; Odedo v. Oguebego (2015) 13 NWLR (Pt. 1476) 229. A privy is “A person having legal interest of privity in any action, matter or property; a person who is privity with another”, see Bryan A. Garner, Black’s Law Dictionary, 10 th edition (USA, West Publishing Co., 2014) page 1394. In law, parties include privies which are classified into three: (1) Privies in blood (as ancestor and heir) (2) Privies in law (as testator and executor; intestate and administrator) and (3) Privies in estate (as vendor and purchaser, lessor and lessee), see Coker v. Sanyaolu (1976) 9-10 SC 203; Oyerogba v. Olaopa (1998) 12 SCNJ 115. In the mind of the law, parties to an action embrace privies in estate, see Coker v. Sanyaolu (1976) 10 NSCC 566; Omoloye v. A. -G., Oyo State (1987) 4 NWLR (Pt. 64) 267; Balogun v. Adejobi (1995) 1 SCNJ 242; Adone v. Ikebudu (2001) 7 SCNJ 513; Oyerogba v. Olaopa (1998) 11 & 12 SCNJ 115. Abubakar v. B. O. & A. P. Ltd. (2007) 18 NWLR (Pt. 1066) 319; L. S. B. P. C. v. Purification Tech. (Nig.) Ltd. (2013) 7 NWLR (Pt. 1352) 82. A necessary party is one who has interest in the dispute and whose presence is essential for a holistic determination of the controversy in a case, see Green v. Green (supra); APC v. PDP (2015) 15 NWLR (Pt. 1481) 1. The raison d’ etre for joinder of a person as a party to an action is compel him to be bound by the decision therein. – Per O. F. Ogbuinya, JCA
AGENTS – A COMPANY CAN ONLY ACT THROUGH ITS AGENTS
…Besides, exhibit A, which monopolises pages 26 and 101 of the record, the foundation of the investment contract, as it catalogued the conditions and obligations of parties thereto, is written in the letter headed paper of the first respondent. The second appellant’s endorsement of it as a co-signatory is of no moment as he signed as a managing director of the first respondent, id est, as an agent of the first respondent, and that does not make him a party thereto, see Trenco (Nig.) Ltd. v. African Real Estate and Investment Co. Ltd. (1978) A.N.L.R. 124. A company is a mere legal abstraction devoid of flesh and blood and, ipso facto, can only act through its agents: directors, managers, officials, servants, agents, et cetera, see Sale v. B.O.N. Ltd. (2016) 6 NWLR (Pt. 976) 316; Chemiron Int’l Ltd. v. Stabilini Visinoni Ltd. (2018) 17 NWLR (Pt. 1647) 62. – Per O. F. Ogbuinya, JCA
CROSS EXAMINATION – VALUE OF CROSS EXAMINATION AS EVIDENCE BEFORE THE COURT
Cross-examination holds an olympian position in our jurisprudence especially in the hemisphere of adjectival law. It has been described as a “noble art” which “constitutes a lethal weapon in the hands of the adversary to enable him effect the demolition of the case of the opposing party”, see Oforlete v. State (2000) 3 NSCQR 243 at 268 per Achike, JSC. Hence, any evidence elicited from cross-examination, in the eyes of law, are potent evidence and run pari passu with the ones from evidence-in-chief, see Gaji v. Paye (2003) NWLR (Pt. 823) 583; Akomolafe v. Guardian Press Ltd. (2010) 3 NWLR (Pt. 1181) 338. They belong to the cross-examiner, see Omisore v. Aregbesola (2015) 15 NWLR (Pt. 1482) 205. As a matter of fact, the law views evidence procured from the heat of cross-examination as more reliable and compelling than the ones proffered in examination-in-chief, see Adeosun v. Gov., Ekiti State (2012) 9 NWLR (Pt. 1291) 581; Okuleye v. Adesanya (2014) 12 NWLR (Pt. 1422) 321. – Per O. F. Ogbuinya, JCA
INVESTMENT – WHO IS CREDITED WITH PRE-INVESTMENT PERSUATIONS
A resumé of the appellant’s case is staked on the second respondent’s assurances and promises to the appellant over the safety of his investment as a ground/justification to inculpate him as a party to the investment contract. Those pre-investment persuasions, tailored to lure the appellant to invest in the first respondent, are rationalised and propagated firmly in the human personification of a company. In Bolton Engineering Co. Ltd. v. Graham & Sons (1957) 1 QB 159 at 172 – 173, Lord Denning, LJ., incisively and insightfully, declared:
A Company may, in many ways, be liken to a human body. It has brain and nerve centre which controls what it does. It also has hands which hold the tools and act in accordance with directions from the centre. Some of the people in the company are mere servants and agents who are nothing more than hand to do the work and cannot be said to represent the mind or will. Others are directors and managers who represent the directing mind and will of the company and control what it does. The state of mind of the company of these managers is the state of mind of the company and is treated by law as such. This oracular pronouncement has been assimilated in the corpus juris of Nigeria: a legatee of common law principles and precedents. It showcases, beyond peradventure of doubt, that those pre-investment persuasions, weaved by the second respondent to convince the appellant on the investment contract, were credited, imputed and inherited by the first respondent especially as the second respondent was/is its alter ego. In that wise, the second respondent was the human personification of the first respondent as he was its brain, nerve, directing mind and will. – Per O. F. Ogbuinya, JCA
CORPORATE PERSONALITY – AN INCORPORATED COMPANY WEARS THE BADGE OF CORPORATE PERSONALITY
It admits of no arguments, that the appellant is an incorporated limited liability company that wears the deserved badge of corporate personality. A company is an artificial person with rights and liabilities. The concept of corporate personality traces its paternity to the ancient English case of Salomon v. Salomon & Co. Ltd (1897) AC 22. An incorporated limited liability company is a persona ficta that enjoys a separate juristic personality. A company has its own separate legal personality that is distinct from the legal entity of its parent company, promoters, shareholders or officers and their acts/conducts cannot be attributed to nor inherited by the company, see Union Beverages Ltd. v. Pepsi Cola International Ltd. (1994) 3 NWLR (Pt. 330) 1; Balet Int’l (Nig.) Ltd. V. Olaniyi (2017) 17 NWLR (Pt. 1594) 260; FBN PLC v. A-G., Fed. (2018) 7 NWLR (Pt. 1617) 121; I.T.B. Plc v. Okoye (2021) 11 NWLR (Pt. 1786) 163. It stems from this current position of the law, the distinct legal entity of a registered company, that the second respondent and the first respondent, in the mind of the law, are divergent juristic entities vis-à-vis their contractual rights and liabilities in any commercial venture. The second respondent cannot displace or share in the contractual rights and obligation of the first respondent in the pre-investment contract with the appellant on the footing of legal personality differential. – Per O. F. Ogbuinya, JCA
LIFTING THE VEIL OF INCORPORATION – MEANING OF AND INSTANCE FOR LIFTING THE CORPORATE VEIL
Indisputably, the doctrine of separate juristic personality of a company is a flexible one. Its elasticity is rooted in the concept of lifting the veil of incorporation. The concept of lifting the veil of incorporation denotes the judicial act of imposing personal liability on otherwise immune corporate officers, directors or shareholders for the corporation’s wrongful acts. One of the legally recognised instances for lifting the veil of incorporation is when a company is accused or liable for fraud, see FDB Financial Services Ltd. v. Adesola (2002) 8 NWLR (Pt. 668) 170; Alade v. Alic (Nig.) Ltd. (2010) 19 NWLR (Pt. 1226) 111; Mezu v. C & C. B. (Nig.) Plc (2013) 3 NWLR (Pt. 1340) 188; Oyebanji v. State (2015) 14 NWLR (Pt. 1479) 270; Oboh v. N.F.L. Ltd. (2022) 5 NWLR (Pt. 1823) 283. – Per O. F. Ogbuinya, JCA
FRAUD – MEANING OF AND BURDEN OF PROOF OF FRAUD
Fraud, a leprous term, is amphibious in application as it “covers commission of crime as well as incidents of mere impropriety”, see Okoli v. Moreeab Finance (Nig) Ltd (2007) 14 NWLR (Pt. 1053) 37 at 72, per Ogbuagu, JSC. It connotes a willful act on the part of someone, whether words or conduct whereby another person is sought to be deprived, by illegal or inequitable means, of his entitlement, see Adimora v. Ajufo (1988) 3 NWLR (Pt. 80) 1; Egbo v. Nwali (1998) 6 NWLR (Pt. 553) 195; Onwudiwe v. FRN (2006) 10 NWLR (Pt. 988) 382; Ntuks v. NPA (2007) 13 NWLR (Pt. 1051) 392; Otukpo v. John (2012) 7 NWLR (Pt. 1299) 357; ACN v. INEC (2013) 13 NWLR (Pt. 1370) 161; Trade Bank Plc v. Pharmatek Ind. P. Ltd. (2020) 8 NWLR (Pt. 1725) 124. The law insists that a party who invites and relies on fraud in a case must plead and prove it by evidence beyond reasonable doubt, see Okoli v. Morecab Finance (Nig.) Ltd. (2007) 14 NWLR (Pt. 1053) 37; Belgore v. Ahmed (supra); Obitude v. Onyesom Comm. Bank Ltd. (2014) 9 NWLR (Pt. 1412) 352; Yakubu v. Jauroyel (2014) 11 NWLR (Pt. 1418) 205; Malami v. Ohikhuare (2019) 7 NWLR (Pt. 1670) 132. – Per O. F. Ogbuinya, JCA
COURTS – CONDUCT OF COURTS WITH REGARD TO PLEADINGS
To begin with, the law commands the court to read pleading holistically in order to garner a flowing story of it, see Okochi v. Animkwoi (2003) 18 NWLR (Pt. 851) 1; Agi v. PDP (2017) 17 NWLR (Pt. 1595) 366; NNPC v. Roven Shipping Ltd. (2019) 9 NWLR (Pt. 1676) 67. – Per O. F. Ogbuinya, JCA
PIERCING THE CORPORATE VEIL – CONDITIONS FOR PIERCING THE CORPORATE VEIL
It is curious that the appellant, in the face of his entreaty, never pleaded nor established that the respondents were particepes fraudis in the investment contract as to warrant the court to puncture/perforate the veil of incorporation of the first respondent against the second respondent. In the glaring absence of want of proof of dolus malus against the respondents in the investment contract, the law does not grant this court the licence to pierce the veil of incorporation, unmask the legal personality of the first respondent and fetch the second respondent as a person behind the façade of a pseudo-fraud. Indubitably, the want of proof of fraud, or fraudulent activity, makes mincemeat of the provision of section 290(1) of the Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria, 2004 and renders it inapplicable to make the second respondent a party to the investment contract. – Per O. F. Ogbuinya, JCA
INTEREST – MEANING OF INTEREST IN FINANCIAL TRANSACTIONS AND WHEN IT MAY BE AWARDED – PRE-JUDGMENT INTEREST
As a necessary prelude, interest houses variegated concepts and categories. In financial transaction, upon which the appeal is hinged on, interest connotes compensation permitted by law or agreed/fixed by the parties for the use or forbearance of borrowed money. It is the money a borrower pays a lender for the use of the money sought and obtained by the borrower from a lender. It is the cost of utilisation of credit or funds of another, see Veepee Ind. Ltd. v. Cocoa Ind. Ltd. (2008) 13 NWLR (Pt. 1105) 486. In the, financial landscape, interest may awarded, by a court, in two distinct circumstances, videlicet: (a) As of right and (b) Where there is power bestowed/conferred by statute to do so in exercise of court’s discretion. The first specie relates to pre-judgment interest-one that has accrued to a party either from the date of loss/complaint to date of final judgment of court. It, also, wears/bears the appellation of moratory interest. The second class appertains to a post-judgment interest which is posterior to judgment of court. Interest may be claimed as of right, pre-judgment interest, where it is contemplated by the agreement of the parties or under a merchantile custom or under a principle of equity such as breach of fiduciary relationship. Where a party claims interest as of right, pre-judgment interest, the legally accepted/sanctioned practice is to claim entitlement to it on the writ of summons and plead facts that will show such entitlement in the statement of claim, see London, Chalham & Dover Railway v. S.E. Railway (1893) A.C. 429; Ekwunife v. Wayne (W/A) Ltd. (1989) 5 NWLR (Pt. 122) 422; Daniel Holdings Ltd. v. UBA PLC (2005) 13 NWLR (Pt. 943) 533; Diamond Bank Ltd. v. P.I.C. Ltd. (2009) 18 NWLR (Pt. 1172) 67; S.A.F.P&U v. UBA PLC (2010) 17 NWLR (Pt.1221) 192; A.G. Ferrero & Co. Ltd. v. H.C. Ltd. v. H.C. (Nig) Ltd. (2011) 13 NWLR (Pt. 1265)592; Intercontinental Bank Ltd. v. Brifina Ltd (2012) 13 NWLR (Pt. 1316) 1; A.I.B. Ltd. v. I.D.S. Ltd. (2012) 17 NWLR (Pt. 1328) 1; Unity Bank PLC v. Denclag Ltd. (2012) 18 NWLR (Pt. 1332) 293; Wema Sec & Fin. PLC v. N.A.I.C. (2015) 16 NWLR (Pt. 1484) 93; Interdrill (Nig.) Ltd. v. U.B.A. PLC (2017) 13 NWLR (Pt. 1581) 52; Edilcon (Nig) Ltd. v. UBA PLC (2017) 18 NWLR (Pt. 1596( 74; Julius Berger (Nig.) PLC v. T.R.C.B. Ltd. (2019) 5 NWLR (Pt. 1665) 219. – Per O. F. Ogbuinya, JCA
CONTRACT – CONDUCT OF COURT IN INTERPRETING CONTRACTS
…It cannot be gainsaid that the contract document, exhibit A, which hosts the excerpts displayed above, falls within the four walls of documents in that its contents are “expressed or described upon any substance by means of letters, figures or marks”, section 258 of the Evidence Act, 2011. Nota bene, the law grants to the courts the unfettered latitude to read a document holistically so as to reach and garner harmonious results of its content, see Ojokolobo v. Aremu (1987) 3 NWLR (Pt. 61) 377/(1987) SCNJ 98; Unilife Dev. Co. Ltd. v. Adeshigbin (2001) 4 NWLR (Pt. 707) 482; ACB v. Apubo (2001) 5 NWLR (Pt. 707) 482; Mbani v. Bosi (2006) 11 NWLR (Pt. 991) 400; Bunge v. Gov. Rivers State (2006) 12 NWLR (Pt. 995) 573; Agbareh v. Minra (2008)2 NWLR (Pt. 1071) 378; Nigerian Army v. Aminu-Kano (2010) 5 NWLR (Pt, 1188) 429; BFI Group v. BPE (2012) 18 NWLR (Pt. 1332) 209; Julius Berger Nig. PLC. v. T.R.C.B. Ltd. (2019) 5 NWLR (Pt. 1665) 219. In addition, in construing a document, the court is enjoined by law to apply the literal rule as a canon of interpretation, id est, to accord the words employed therein their ordinary grammatical meaning without any embellishments, see UBN v. Ozigi (1994) 3 NWLR (Pt. 333) 385, UBN Ltd. v. Sax (Nig.) Ltd. (1994) 8 NWLR (Pt. 361) 150; Enilolobo v. N.P.D.C. Ltd. (2019) 18 NWLR (Pt. 1703) 168. – Per O. F. Ogbuinya, JCA
CONTRACTS – FREEDOM OF CONTRACTS FROM INTERFERENCE
The law donates generously freedom of contract to contracting parties such that even government policy cannot extinguish the right, see Statoil (Nig.) Ltd. v. Inducon (Nig.) Ltd. (2021) 7 NWLR (Pt.1774) 1. – Per O. F. Ogbuinya, JCA
CONTRACT – MEANING OF CONTRACTS AND ITS BINDING NATURE ON PARTIES
A contract is a legally binding agreement between two or more persons whereby rights and duties are acquired by one party in return for acts or forbearances on the part of the other, see Best (Nig) Ltd. v. B.H (Nig) Ltd. (2011) 5 NWLR (pt. 1239) 95. It is an elementary principle of law, in the days of the yore, that the parties and courts are bound by the terms of the contracting parties. In other words, the law does not allow either the parties or the courts to add to or subtract from terms of the contract reached by the parties by dint of consensus ad idem, see Best (Nig.) Ltd. v. B. H. (Nig.) Ltd. (supra); JFS Inv. Ltd. v. Brawal Line Ltd. (2010) 19 NWLR (Pt.1225) 495; Alade v. Alic (Nig.) Ltd (2010) 19 NWLR (Pt. 1226) 111; A. ,G. Ferrero & Co. Ltd. v. H. C. (Nig.) Ltd (2011) 13 NWLR (Pt. 1265) 592; Nwaolisah v. Nwabufo (2011) 14 NWLR (Pt.1268) 600; VBN Plc v. Ajabule (2011) 18 NWLR (Pt. 1278); P.M. Ltd. v. The "M. v. Dancing Sister" (2012) 4 NWLR (Pt. 1289) 169; Uwah v. Akpabio (2014) 7 NWLR (Pt. 1407) 172; Idufueko v. Pfizer Products Ltd (2014) 12 NWLR (Pt.1420) 96; Lewis v. UBA Plc. (2016) 6 NWLR (Pt. 1508) 329; Cannitec Int’l Co. Ltd. v. Solel Bonech (Nig.) Ltd. (2017) 10 NWLR (Pt. 1572) 66; Oforishe v. N.G.C. Ltd. (2018) 2 NWLR (Pt. 1602) 35; Adedeji v. Obajimi (2018) 16 NWLR (Pt. 1644) 146; Julius Berger (Nig.) PLC v. T.R.C.B. Ltd. (2019) 5 NWLR (Pt. 1665) 219. In the sphere of contract, a party owns the blame where, in his own volition, he binds himself with a draconian clause which is inimical to his contractual interests and rights. In such a case, the court’s judicial hands are tied in the sense that it is not clothed with the vires to rewrite the harsh term. The party cannot treat the term with disdain and contempt. The reason is plain. In the absence of mistake, fraud, deception or misrepresentation, a party must obey the terms of his contract whether they are favourable, gainful, beneficial or disfavourable or hostile to his interest. In the Latin days of the law, it was couched in the abridged maxim: Pacta sunt servanda-contracts that are not illegal or fraudulent must be observed, see A-G., Rivers State v. A-G., Akwa Ibom State (2011) 8 NWLR (Pt. 1248) 31. – Per O. F. Ogbuinya, JCA
INTEREST/COMPENSATION – OPERATION OF THE PRINCIPLE
…the appellant erected the defence that it was entitled to interest/ compensation because the first respondent kept him out of his money and had used it to itself. This hallowed principle of law, anchored on deprivation and utilisation of a borrower’s funds, owes its judicial descent to the proposition of Lord Denning, MR., in the English case of Harbutt’s Plasticine Ltd. v. Wayne & Pump Corporation Ltd. (1970) 1 All ER 225. It has taken roots in our commercial law jurisprudence, see Nigerian General Superintendence Co. Ltd. v. NPA (supra); Adeyemi v. Lan & Baker (Nig.) Ltd (supra); UBN PLC v. Awmar properties Ltd. (2018) 10 NWLR (Pt. 1626) 64. However, it would appear that the doctrine is not inflexible as “The principle…pertains to normal commercial transaction without reference to any particular agreement, oral or documentary….”, see A.G Ferrero & Co Ltd. v. H.C. (Nig.) Ltd. (supra); per Tabai, JSC; A.I.B. Ltd. v. I.D.S Ltd. (supra). – Per O. F.Ogbuinya, JCA
INTEREST RATE – MEANING OF INTEREST RATE AND THE BURDEN OF PROOF
…Besides, the law commands and makes it incumbent on a party claiming interest to prove even the interest rate as the court is disrobed of the jurisdiction to take judicial notice of it, see Daniel Holdings Ltd. v. U.BA. (Plc (supra); Julius Berger (Nig) PLC v. T.R.C.B. Ltd. (2019) 5 NWLR (Pt. 1665) 219. Interest rate denotes “the percentage of an amount of money which is paid for its use for a specified time”, see Veepee Ind. Ltd. v. Cocoa Ind. Ltd. (supra) at 506, per Tanko Muhammed, JSC (later CJN). – Per O. F. Ogbuinya, JCA
CASES CITED
STATUTES REFERRED TO
1. Companies and Allied Matters Act (CAMA)
3. High Court of Lagos State (Civil Procedure) Rules, 2012
4. High Court of Lagos State (Civil Procedure) Rules, 2019
5. Court of Appeal (Fast Track) Practice Directions, 2021 (the Practice Directions)