CHINWE EUGENIA IYIZOBA, J.C.A. (Delivering the Leading Judgment): This is an appeal against the judgment of Ogun State High Court Ota Judicial Division in Suit No HCT/96/09 delivered on the 25th day of June, 2012 Coram A. A. Babawale J.
THE FACTS:
The facts leading to the institution of this suit as summarized in the Appellants brief of argument are as follows:
Sometime in 2006, the claimant through his agent offered in a letter dated 16th December, 2006 to sell his one story building of 4 flats of 3 bedrooms each situate at No. 3 Kayode Anifowoshe Street, River Valley Estate, Ojodu-Berger, Ogun State to the defendant for N20,000,000 (Twenty Million Naira). In addition the said letter contained agency fee of 5% of the total consideration.
The defendant made a counter offer to purchase the property for N15, 000,000, rejecting the agency fee clause and introducing a new clause for vacant possession.
Being a radical departure from the terms offered by the claimant, the claimant unequivocally rejected the conditions in the defendant’s counter offer.
Sequel to the rejection of the defendant’s counter offer by the claimant, the defendant made a fresh offer in a letter dated 14th February, 2007 wherein she offered to pay the sum of N16,500,000 (Sixteen Million Five Hundred Thousand Naira) for the property. She further dropped her request for vacant possession and also changed her initial stance on payment of agency fee and offered to pay 3% of the total consideration as agency fee. She also offered to pay the proposed purchase price in three tranches with the last payment being on or before 30th October, 2007.
Being satisfied with the defendant’s terms of offer as contained in her letter of 14th February, 2007 the Claimant through his agent accepted the terms therein via a letter dated 20th February, 2007. The said letter of 20th February, 2007 further emphasized that neither possession nor ownership of the claimant’s property shall pass to the defendant until the defendant had fully paid the purchase price of N16.5m in accordance with the terms stipulated in her letter of 14th February, 2007,
Being satisfied and having accepted the terms stated in the Claimant’s letter of 20th February, 2007 and there being a consensus ad idem on those terms, the defendant in a bid to perform her contractual obligation under the contract informed the claimant that she needed a loan of N20million from her company to enable her pay the purchase price of the claimant’s property. Premised on this request the Claimant bona fide released to the defendant the original Certificate of Occupancy in respect of his property and also signed a deed of assignment solely to enable the defendant procure the loan.
