LawPavilion Online


Back

MTN NIGERIA COMMUNICATION LIMITED v. CORPORATE COMMUNICATION INVESTMENT LIMITED

(2019) LPELR-47042(SC)

In The Supreme Court of Nigeria

On Friday, the 15th day of March, 2019

SC.674/2014


Before Their Lordships

IBRAHIM TANKO MUHAMMAD Justice of The Supreme Court of Nigeria

MARY UKAEGO PETER-ODILI Justice of The Supreme Court of Nigeria

KUDIRAT MOTONMORI OLATOKUNBO KEKERE-EKUN Justice of The Supreme Court of Nigeria

AMIRU SANUSI Justice of The Supreme Court of Nigeria

EJEMBI EKO Justice of The Supreme Court of Nigeria


Between

MTN NIGERIA COMMUNICATION LTD - Appellant(s)

AND

CORPORATE COMMUNICATION INVESTMENT LTD - Respondent(s)


Other Citations

; ;


Summary

INTRODUCTION:
This appeal borders on law of contract.

FACTS:
This appeal is against the judgment of the Court of Appeal, Port Harcourt Division, which affirmed the judgment of the High Court of Rivers State, sitting at Port Harcourt, which decision was delivered by S. C. Amadi J.

The respondent was one of the appellant's trade partners. Their business relationship started sometime in 2005 and over the years has been governed by various agreements entered into between them. In particular, in January 2011, the appellant issued fresh terms of agreement and it was specifically stated that the 2011 agreement supersedes previous agreements. The 2011 agreement was Exhibit A. It was a term of the agreement that the Claimant/Respondent had the right to terminate the agreement upon giving the Defendant/Appellant 3 months' notice in writing, while the defendant/appellant had the right to terminate the agreement upon giving the claimant/respondent 60 days written notice.

It was the contention of the claimant/respondent that despite trading and carrying on business with the defendant/appellant in accordance with Exhibit A, the appellant purportedly terminated the agreement vide a letter dated 18th March 2011 (Exhibit B). It contended that the letter was not in compliance with the terms of Exhibit A and was in fact addressed to a different company, to wit: Corporate Communication Ltd. The claimant/respondent protested by writing a letter dated 29th March 2011. The claimant/respondent pleaded that on 4th April 2011, it placed orders for the appellant's products, which were rejected on account of the termination letter.
Despite its solicitor's letter challenging the termination of the agreement and requesting an amicable settlement, the appellant withdrew 27 SIM registration kits assigned to the respondent. The respondent pleaded that in compliance with previous Trade Partner Agreements between the parties, it had incurred expenses in procuring facilities and equipment which were of no more use to it, in view of the purported termination of Exhibit A. The claimant/respondent pleaded that the abrupt cancellation of orders without a formal and valid termination of their agreement has caused it huge financial loss.

By its writ of summons and statement of claim, the respondent sought the following reliefs against the appellant:
(a) A declaration that the purported termination of Agreement Number 381730 between the Claimant and the Defendant on the 1st day of April. 2011 is not valid, oppressive and wrongful.
(b) A declaration that the purported letter of termination of the agreement number 381730 dated 18th March, 2011 does not refer to the Claimant and cannot be relied upon by the Defendant as proper Notice of termination against the Claimant.
(c) N500,000,000.00 as general damages for the unwarranted and abrupt cancellation of Claimant's Orders as a result of the wrongful, invalid or oppressive conduct of the Defendant against the Claimant.

The appellant pleaded that the agreement was validly terminated in accordance with clause 16.2 thereof for reason of non-performance and rejected the claim that the respondent had incurred any expenses on its account. At the conclusion of the trial, the trial Court found in favour of the respondent. Appellant's appeal to the Court of Appeal was unsuccessful. It appealed further to the Supreme Court.

ISSUES:
The appellant formulated the following issues for determination:
"(a) Whether the Court of Appeal below was right when it acted on extraneous matters including the evidence of the a D.W.1 at the trial in reaching its decision to affirm the judgment of the trial Court?
(b)  Whether the Court of Appeal was right in holding that the document which was admitted in evidence at the trial as Exhibit 'A" created an implied, binding and enforceable contract between the appellant and the respondent?
(c) Whether the affirmation of the award of general damage made to the respondent against the appellant and the award of costs made against the appellant is justified?"
DECISION/HELD:
In conclusion, the Supreme Court dismissed the appeal.


Read Full Judgment