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Before Their Lordships
IBRAHIM TANKO MUHAMMAD Justice of The Supreme Court of Nigeria
MUHAMMAD SAIFULLAHI MUNTAKA-COOMASSIE Justice of The Supreme Court of Nigeria
OLABODE RHODES-VIVOUR Justice of The Supreme Court of Nigeria
CLARA BATA OGUNBIYI Justice of The Supreme Court of Nigeria
CHIMA CENTUS NWEZE Justice of The Supreme Court of Nigeria
MUHAMMAD SAIFULLAHI MUNTAKA-COOMASSIE Justice of The Supreme Court of Nigeria
OLABODE RHODES-VIVOUR Justice of The Supreme Court of Nigeria
CLARA BATA OGUNBIYI Justice of The Supreme Court of Nigeria
CHIMA CENTUS NWEZE Justice of The Supreme Court of Nigeria
Between
OLUBUNMI OLADIPO ONI Appellant
AND
CADBURY NIGERIA PLC Respondent
…………………….A…………………….
CHIMA CENTUS NWEZE, J.S.C. (Delivering the Leading Judgment): At the High Court of Lagos State, Ikeja Judicial Division, the appellant in this appeal (as Claimant) took out a writ of Summons, accompanied by a Statement of Claim, against the respondent herein (as defendant). His claim before the said Court (hereinafter referred to as, the trial Court) was (on the face of it) for wrongful and unlawful termination of his of employment.
For their hearing on the ultimate outcome of this case, the pleadings, his grouse against the respondent are set out hereunder:
5. The express terms of his contract of employment as executive director provide for the payment of salary
6….
7. On 11th December, 2006, when the Claimant had been summoned to London by the principal Company (CSP) and remained there on their instructions, the defendant peremptorily repudiated the Claimant’s contract of employment by a letter signed by one “Imo J. Itsueli, Chairman” purportedly on behalf of the defendant.
(In passing, I note that the said letter was, subsequently admitted in evidence as exhibit C2).
8. The said letter was invalid and wrongful on its face for the following reasons
(a) There was no or no valid meeting of the directors of the defendant at which the decision communicated on 11th December, 2006 was taken.
(b)…..
(c)No notice of the relevant board meeting was given to the claimant although he was at all times an extant member of the board of directors and legally entitled to such notice.
(pages 5-6 of Volume 1 of the record, italics supplied for emphasis. Again, I note in passing that both the trial Court, at pages 1785-1785 of Vol 3 of the record were to hinge the logic of their reasoning on these crucial averments)
In what, unarguably, must be seen as the confirmation of the said letter of December 11, 2006 as the cassus belliat the lower Court, the Claimant, first and foremost, beseeched that Court with a supplication for:
1. A Declaration that the purported dismissal of the Claimant by a letter dated 11th December,2006 signed by Imo J.Itsueli (Chairman of the Board) is wrongful, unlawful and is a repudiatory breach of the Claimant’s contract of employment.
(page 17 of Vol 1 of the record; italics supplied. Again, I note in passing that the lower Court affirmed the trial Court’??s finding in favour of this limb of the Claimant’s relief.)
The defendant swiftly, reacted to the Claimants Summons in its Statement of Defence and Counter Claim of June 6, 2008; processes that were, subsequently, amended. In effect, the defendant joined issues with the Claimant in the Amended Statement of Defence and Amended Counter Claim. [pages 1350 of the record]. These processes prompted the Claimant’s Reply and Defence to Counter Claim of September, 28, 2009.
Although, in accordance with the prevailing Rules of the trial Court, four witnesses were listed; at the actual hearing, only the Claimant testified in proof of his case. He was designated CW1. On their part, the defendant marshalled one witness, DW1, in rebuttal of the Claimant’s evidence in Court.
In his spirited effort to establish the case he put forward in his pleadings, the Claimant adopted his three Statements on oath as his evidence in chief. A bundle of eighteen documents were, equally, tendered and admitted if evidence through him as exhibits, (page 1351 of the record). As indicated above, only one witness DWI, was marshalled by the defendant.
Sequel to the conclusion of the oral evidence , the trial Court suo moto enjoined counsel to address it on the pertinent question of its jurisdiction to entertain the matter, (page 1361 of the record).
Although the said Court proceeded with the resolution of the case, its reasoning, (pages 1381- 1382 of Vol 2 of the record) affirmed by the lower Court) pages 1786 -1789 of Vol 3 of the record), engendered a fresh jurisdictional agitation before the Court, Paragraphs 18 -32 of the respondent’s brief (pages 4-7, of the respondent’s brief filed on May15, 2015).
The trial Court, in its judgment of November 12, 2010, found in favour of the Claimant in respect of only the first and second reliefs. At page 1382, it held:
“…I do hold that the Clamant ought to have been given notice of this meeting (that is, the meeting which the claimant impugned in Paragraph 8 of the pleadings as invalid and wrongful on its face for the following reasons
(a) There was no or no valid meeting of the Directors of the defendant at which the decision communicated on 11th December, 2006was taken as the fact that he was suspended as at the date of the meeting does not rob him of the right to be so notified of the meeting where his fate is to be discussed, …[italics supplied].
I therefore find that the dismissal of the Claimant by the defendant was not lawful for the above reasons (that is, because “there was no or no valid
5. The express terms of his contract of employment as executive director provide for the payment of salary
6….
7. On 11th December, 2006, when the Claimant had been summoned to London by the principal Company (CSP) and remained there on their instructions, the defendant peremptorily repudiated the Claimant’s contract of employment by a letter signed by one “Imo J. Itsueli, Chairman” purportedly on behalf of the defendant.
(In passing, I note that the said letter was, subsequently admitted in evidence as exhibit C2).
8. The said letter was invalid and wrongful on its face for the following reasons
(a) There was no or no valid meeting of the directors of the defendant at which the decision communicated on 11th December, 2006 was taken.
(b)…..
(c)No notice of the relevant board meeting was given to the claimant although he was at all times an extant member of the board of directors and legally entitled to such notice.
(pages 5-6 of Volume 1 of the record, italics supplied for emphasis. Again, I note in passing that both the trial Court, at pages 1785-1785 of Vol 3 of the record were to hinge the logic of their reasoning on these crucial averments)
In what, unarguably, must be seen as the confirmation of the said letter of December 11, 2006 as the cassus belliat the lower Court, the Claimant, first and foremost, beseeched that Court with a supplication for:
1. A Declaration that the purported dismissal of the Claimant by a letter dated 11th December,2006 signed by Imo J.Itsueli (Chairman of the Board) is wrongful, unlawful and is a repudiatory breach of the Claimant’s contract of employment.
(page 17 of Vol 1 of the record; italics supplied. Again, I note in passing that the lower Court affirmed the trial Court’??s finding in favour of this limb of the Claimant’s relief.)
The defendant swiftly, reacted to the Claimants Summons in its Statement of Defence and Counter Claim of June 6, 2008; processes that were, subsequently, amended. In effect, the defendant joined issues with the Claimant in the Amended Statement of Defence and Amended Counter Claim. [pages 1350 of the record]. These processes prompted the Claimant’s Reply and Defence to Counter Claim of September, 28, 2009.
Although, in accordance with the prevailing Rules of the trial Court, four witnesses were listed; at the actual hearing, only the Claimant testified in proof of his case. He was designated CW1. On their part, the defendant marshalled one witness, DW1, in rebuttal of the Claimant’s evidence in Court.
In his spirited effort to establish the case he put forward in his pleadings, the Claimant adopted his three Statements on oath as his evidence in chief. A bundle of eighteen documents were, equally, tendered and admitted if evidence through him as exhibits, (page 1351 of the record). As indicated above, only one witness DWI, was marshalled by the defendant.
Sequel to the conclusion of the oral evidence , the trial Court suo moto enjoined counsel to address it on the pertinent question of its jurisdiction to entertain the matter, (page 1361 of the record).
Although the said Court proceeded with the resolution of the case, its reasoning, (pages 1381- 1382 of Vol 2 of the record) affirmed by the lower Court) pages 1786 -1789 of Vol 3 of the record), engendered a fresh jurisdictional agitation before the Court, Paragraphs 18 -32 of the respondent’s brief (pages 4-7, of the respondent’s brief filed on May15, 2015).
The trial Court, in its judgment of November 12, 2010, found in favour of the Claimant in respect of only the first and second reliefs. At page 1382, it held:
“…I do hold that the Clamant ought to have been given notice of this meeting (that is, the meeting which the claimant impugned in Paragraph 8 of the pleadings as invalid and wrongful on its face for the following reasons
(a) There was no or no valid meeting of the Directors of the defendant at which the decision communicated on 11th December, 2006was taken as the fact that he was suspended as at the date of the meeting does not rob him of the right to be so notified of the meeting where his fate is to be discussed, …[italics supplied].
I therefore find that the dismissal of the Claimant by the defendant was not lawful for the above reasons (that is, because “there was no or no valid
…………………….B…………………….
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