UNITED BANK FOR AFRICA PLC V. CROSS RIVER BOARD OF INLAND REVENUE

Legalpedia Citation: (2023-07) Legalpedia 29893 (CA)

In the Court of Appeal

CALABAR JUDICIAL DIVISION

Tue Jul 4, 2023

Suit Number: CA/C/100/2018

CORAM

Muhammed Lawal Shuaibu JCA

Abubakar Mahmud Talba JCA

Mohammed Danjuma JCA

PARTIES

UNITED BANK FOR AFRICA PLC

APPELLANTS

CROSS RIVER BOARD OF INLAND REVENUE

RESPONDENTS

AREA(S) OF LAW

AGENCY, APPEAL, BANKING, CONTRACT, EVIDENCE, PRACTICE AND PROCEDURE

SUMMARY OF FACTS

The claimant commenced a civil action on 21st November, 2016 against the defendant claiming the recovery of public revenue in the sum of N20,218,185.72 (Twenty million, two hundred and eighteen thousand one hundred and eighty-five Naira, seventy-two Kobo) being the balance of local PAYE taxes due in 2012 from trans-ocean support services through her bank, Citibank Nigeria limited in favour of Cross River State Government.

UBA upon being served with the originating summons, filed a motion on notice seeking inter alia, an order striking out her name, on the ground that she is an agent of a disclosed principal and thus cannot be held liable under the circumstances. UBA claimed to have remitted the sum of N35,706,867.97 (Thirty-five million, seven hundred and six thousand, eight hundred and sixty seven Naira, ninety-seven Kobo) only and retained the remaining balance sum of N20,218,185.72 (Twenty million, two hundred and eighteen thousand, one hundred and eighty five Naira, seventy two Kobo) in keeping with the instructions from her principal (Transocean Support Services Nigeria Limited).

The learned trial Judge found that the defendant acted more as an independent contractor and held the defendant/Appellant liable to pay the balance of N20,218,185.72 (Twenty million, two hundred and eighteen thousand, one hundred and eighty-five Naira, seventy-two Kobo) as claimed by the claimant/respondent.

Aggrieved by the decision, the Appellant filed the instant appeal.

HELD

Appeal dismissed

ISSUES

Whether the learned trial Judge was not wrong in law when in his judgment he failed to give effect to the terms of the contract made between the appellant and her disclosed principal, namely Transocean Support Services Nigeria Limited as shown in Exhibit A annexed to the affidavit to show cause and to the motion for striking out?
Whether the learned trial Judge was not wrong in law when he held that the appellant, who is an agent of a disclosed principal is liable for the indebtedness of its disclosed principal to the respondent?

RATIONES DECIDENDI

CONTRACT – COMPONENTS OF A VALID CONTRACT

The law is settled that in making a valid contract, there must be offer, acceptance and consideration. – Per M. L. Shuaibu, J.C.A

CONTRACT – WHEN A CONTRACT IS REGARDED AS BEING ENFORCEABLE

It is significant to note that for a contract to be regarded as legally and enforceable, parties must reach a consensus ad idem in respect of its terms.

The burden of proof of the existence of terms of an agreement rest squarely on the party asserting such terms since it is a matter of evidence. See ADEDEJI VS OBAJIMI (2018) 16 NWLR (PT. 1644)146 AT 167. – Per M. L. Shuaibu, J.C.A

CONTRACT – KNOWLEDGE OF ENFORCEABLE RIGHTS AND OBLIGATIONS IN A CONTRACT

In other words, it is only the contracting parties that know what their enforceable rights and obligations are and therefore a stranger should not be saddled with the responsibility. – Per M. L. Shuaibu, J.C.A

AGENCY RELATIONSHIP – WAYS AN AGENCY RELATIONSHIP MAY BE CREATED

As a matter of general law of agency, there are three ways an agency relationship may be created:

by agreement whether express or implied from the circumstance of the case.

retrospectively by subsequent ratification by the principal of acts done on his behalf,

by operation of law under the doctrine of agency of necessity and in certain other cases.

See EDOSA VS EHIMWENMA (2022) 5 NWLR (PTR. 1823) 215 at 233. – Per M. L. Shuaibu, J.C.A

AGENCY – WHETHER A PRINCIPAL AND HIS AGENT CAN BOTH BE LIABLE FOR AN ACTION

The apex Court has held in ASAFA FOODS FACTORY LTD VS ALRAINE NIG. LTD (SUPRA) that it is not the law that if a principal is liable his agent cannot be. The true principle of the law is that a person is liable for his engagements (as for his torts) even though he is acting for another, unless he can show that by the law of agency, he is to be held to have expressly or impliedly negatived his personal liability. – Per M. L. Shuaibu, J.C.A