ACCESS BANK v. OKPU (2020)

ACCESS BANK v. OKPU

(2020)LCN/14392(CA)

In The Court Of Appeal

(LAGOS JUDICIAL DIVISION)

On Tuesday, June 30, 2020

CA/L/128/2019

Before Our Lordships:

Obande Festus Ogbuinya Justice of the Court of Appeal

Tijjani Abubakar Justice of the Court of Appeal

Ugochukwu Anthony Ogakwu Justice of the Court of Appeal

Between

ACCESS BANK PLC APPELANT(S)

And

RAY OKPU RESPONDENT(S)

RATIO

WHETHER OR NOT THE FEDERAL HIGH COURT HAS JURISDICTION TO AJUDICATE ON DISPUTES ARISING FROM SIMPLE CONTRCATS

The other settled principle of law jostling for attention in the submissions of learned counsel is the trite law that in disputes arising from simple contracts, the Federal High Court does not have jurisdiction since disputes arising from simple contracts cannot be pitch forked into any item in the enumerated jurisdiction of the Federal High Court under Section 251 of the 1999 Constitution (as Amended). See ONUORAH vs. KRPC (2005) LPELR (2707) 1 at 11, SOCIO-POLITICAL RESEARCH DEVELOPMENT vs. MINISTRY OF FCT (2018) LPELR (45708) 1 at 55, ROE vs. UNN (2018) LPELR (43855) 1 at 9-19, ADELEKAN vs. ECU-LINE NV (supra)and DEC OIL & GAS LTD vs. SHELL NIGERIA GAS LTD (2019) LPELR (49347) 1 at 10-14. PER OGAKWU, J.C.A.

WHETHER OR NOT THE JURISDICTION OF A COURT IS DETERMINED BY A PLAINTIFF’S CLAIM AS ENDORSED IN THE WRIT OF SUMMONS

It is rudimentary law that the jurisdiction of a Court is determined by the plaintiff’s claim as endorsed in the Writ of Summons and Statement of Claim: TUKUR vs. GOVT OF GONGOLA STATE (1989) 4 NWLR (PT 117) 517, OHMB vs. GARBA (2002) 14 NWLR (PT 788) 538 at 563, IZENKWE vs. NNADOZIE (1953) 14 WACA 361 at 363, ONUORAH vs. KRPC (supra) at 10 and 16 and WESTERN STEEL WORKS LTD vs. IRON & STEEL WORKERS UNION (supra). PER OGAKWU, J.C.A.

WHETHER OR NOT THE RELATIONSHIP BETWEEN A BANK CUSTOMER AND A BANKER IS CONTRACTUAL

First and foremost, it is abecedarian that the relationship of a bank customer and a banker is contractual: UBN PLC vs. CHIMAEZE (2014) LPELR (22699) 1 at 42 and UBN PLC vs. AJABULE (2011) LPELR (8239) 1 at 39. What is the nature and scope of this contractual relationship? Is the nature and scope of the contractual relationship such that accommodates the facts of this matter within a banker/customer relationship? In BANK OF THE NORTH LTD vs. YAU (2001) LPELR (746) 1 at 45-46, Ayoola, JSC, provided the answer in the following words:
“In the course of carrying on business of banking, a bank enters into several contractual relationships and performs various roles. It is important in an action between bank and customer to be clear which of the several contractual relationships forms or form the basis of the action. In this case, it is pertinent to note only four of these possible relationships, namely:
(i) the relationship of creditor and debtor that arises in regard to the customer’s funds in the hands of the bank;
(ii) the relationship of creditor and debtor that arises when the bank loans money to the customer or allows him to overdraw on his account;
(iii) the relationship that arises from the role of the bank as a collecting bank of cheques drawn on other banks or branches of the same bank by a third person, and
(iv) the possible role of the bank as a holder for value of a negotiable instrument.”
(Emphasis supplied)
See alsoECOBANK vs. ANCHORAGE LEISURES LTD (2018) LPELR (45125) 1 at 28-31. PER OGAKWU, J.C.A.

UGOCHUKWU ANTHONY OGAKWU, J.C.A. (Delivering the Leading Judgment): This appeal is against the Ruling of the Federal High Court, Lagos Division on the preliminary objection filed by the Appellant, challenging the jurisdiction of the Court to entertain the Respondent’s action. The provenance of this appeal is in the term loan granted to the Respondent by the Appellant for the purpose of financing the purchase of blue chip shares in various companies. The Respondent on the premise that it was no longer indebted to the Appellant on the term loan facility, instituted proceedings against the Appellant at the Federal High Court, Lagos Division in SUIT NO. FHC/L/CS/301/2015: RAY OKPU vs. ACCESS BANK PLC. The Respondent claimed the following reliefs in the action:
“a. A declaration that the Defendant had surreptitiously and fraudulently sold 26,300,000 units of Intercontinental Bank Plc (now Access Bank Plc) shares belonging to the Plaintiff without crediting the sum of N689,267,000.00 realized from the sales into the Plaintiff’s Access Bank Plc current account number 0100003720 as part repayment of the N2 Billion term loan granted to

Plaintiff by the Defendant.
b. A declaration that the Defendant should have credited the Plaintiff’s Access Bank current account number 0100003720 with the sum of N886,489,996.04 as at 22 December 2008 being the undisclosed N689,267,000.00 proceeds that the Defendant realized from the surreptitious and fraudulent sale of 26,300,000 units of International Bank Plc (now Access Bank Plc) shares belonging to the Plaintiff plus interest on the said sum of N689,267,000.00 at the same term loan interest rates shown in the Defendant’s term loan payments schedule for loan reference number 001TLMN063600003.
c. An order compelling the Defendant to credit the Plaintiff’s Access Bank Plc current account number 0100003720 with the sum of N886,489,996.04as at 22 December 2008.
d. A declaration that by virtue of the sum of N886,489,996.04 which the Defendant failed to credit but ought to have credited to the Plaintiff’s Access Bank Plc current number 0100003720 as at 22 December 2008, the Plaintiff did not owe the Defendant the sum of N875,759,598.84 on account of the 2 billion term loan as stated in the Defendant’s term loan

restructure offer letter dated 19 January 2009.
e. A declaration that the Defendant’s restructure of term loan offer letter dated 19 January 2009 is null, void and unenforceable against the Plaintiff and ought to be set aside in the circumstances of this suit.
f. A declaration that the Plaintiff does not owe the Defendant the sum of N1,259,796,249.40 or any other sum of money arising from the aforesaid term loan facility which the Defendant purported to have assigned to the Asset Management Corporation of Nigeria as stated in the Defendant’s notice of assignment of debt dated 9th February 2011 and addressed to the Plaintiff.
g. A declaration that the Defendant’s notice of assignment of debt dated 9th February 2011 and addressed to the Plaintiff in respect of the aforesaid term loan facility is unenforceable, null, void and of no effect whatsoever.
h. An order cancelling and/or quashing the Defendant’s notice of assignment of debt dated 9th February 2011.
i. A declaration that the Defendant is obliged to refund the sum of N5,333,248,485.00 to the Plaintiff being the value/profit/income that the Plaintiff would

have earned from the sale of the Plaintiff’s 118,516,633 units of Intercontinental Bank shares as at 12 May 2008 but which was prevented by the fraud perpetrated on the Plaintiff by the Defendant.
j. An order compelling the Defendant to pay the sum of N5,333,248,485.00(Five Billion, Three Hundred and Thirty Three Million, Two Hundred and Forty Eight Thousand, Four Hundred and Eight Five Naira) to the Plaintiff immediately.
k. A order compelling the Defendant to pay interest to the Plaintiff on the aforesaid sum of N5,333,248,485.00 (Five Billion, Three Hundred and Thirty Three Million, Two Hundred and Forty Eight Thousand, Four Hundred and Eighty Five Naira) at the rate of 22% per annum (being the interest rate that the Defendant applied to the term loan from May 2008 as shown in the Defendant’s term loan payments schedule) from 13 May 2008 up till the date the judgment sum is fully repaid by the Defendant.
l. An order compelling the Defendant to pay general damages of N1,000,000,000.00 (One Billion Naira) to the Plaintiff for flagrant breach of the contract of loan between the Plaintiff and the Defendant.”

Upon being served the Court processes, the Appellant entered a conditional appearance, filed its Statement of Defence as well as a preliminary objection wherein it urged the lower Court to dismiss and/or strike out the Respondent’s action for want of jurisdiction. The grounds upon which the Appellant predicated its preliminary objection are as follows:
“I. The Plaintiff by his Writ of Summons dated 13 March 2015 and the accompanying Statement of Claim of same date, claims against the Applicant, inter alia, the following reliefs …
II. It is evident from the Plaintiff’s aforementioned reliefs in I above the Plaintiff’s cause of action arose from the loan contract between himself and the Applicant and the alleged breach of the terms of the said contract by the Applicant.
III. The jurisdiction of this Honourable Court as it relates to civil causes and matters, is as conferred by Section 251 (1) a-s of the 1999 Constitution of the Federal Republic of Nigeria (as amended), the Federal High Court Act Cap F12 LFN 2004 (“Federal High Court Act”) or by any other relevant Act of the National Assembly.
IV. This Honourable Court has

no jurisdiction to entertain any matter howsoever and whatsoever not within the confines of the provisions of Section 251 of the 1999 Constitution and Section 7 of the Federal High Court Act or any other relevant Act of the National Assembly and by necessary implication as it relates to the instant Suit, lacks the requisite jurisdiction to entertain matters bordering on simple contracts between parties.
V. The Supreme Court in Adelekan v. Ecu-line NV (2006) 12 NWLR (pt. 993) page 33 at 52 paragraphs. F-H per Onnoghen JSC, on the issue of the Jurisdiction of the Federal High Court, had this to say:
‘The provisions of Section 251 of the Constitution of the Federal Republic of Nigeria, 1999, hereinafter called the 1999 Constitution, are very clear and unambiguous. It is the Section that confers Jurisdiction on the Federal High Court, which Jurisdiction clearly does not include dealing with any case of simple contract or damages for negligence as envisaged by the action before the trial Court.’ (emphasis ours)
VI. It is in the interest of justice to grant this Application and the Respondent will not be prejudiced thereby.”

The preliminary objection was contested and in a considered Ruling delivered on 14th December 2018, the lower Court upheld its jurisdiction to entertain the action and dismissed the preliminary objection. The Appellant was dissatisfied with the decision of the lower Court and on 28th December 2018 it appealed against the same. The scarified Ruling of the lower Court is at pages 269-276 of the Records, while the Notice of Appeal is at pages 277-281 of the Records.

In obeisance to the Rules of Court, the Records of Appeal were compiled and transmitted and briefs of argument were filed and exchanged by the parties. The Appellant filed its brief on 14th October 2019 and Reply Brief on 29th May 2020. On his part, the Respondent filed his brief on 31st October 2019. All the briefs were deemed as properly filed on 16th June 2020. At the hearing of the appeal, the learned counsel for the parties urged the Court to uphold their respective submissions in the determination of the appeal.

The Appellant distilled a sole issue for determination, scilicet:
“Considering the facts of the Suit as contained in the Statement of Claim, whether the Lower Court was

right when it found that the subject matter of the Suit did not border on simple contract and consequently finding that the Court had jurisdiction to determine the Suit?” (Ground 1 & 2 of the Notice of Appeal)”.

The Respondent equally formulated a sole issue for determination, to wit:
“Whether this suit involves a dispute between an individual customer and his bank which the Federal High Court has jurisdiction to hear by virtue of Section 251 (1) (d) of the 1999 Constitution (as amended).(Ground 2, notice of appeal)”

There is nothing to choose from in the issues nominated by the parties. They are the same two and tuppence. The issue as crafted by the Appellant will therefore be the cicerone for the consideration of the submissions of learned counsel and determination of this appeal.

ISSUE FOR DETERMINATION
Considering the facts of the Suit as contained in the Statement of Claim, whether the Lower Court was right when it found that the subject matter of the Suit did not border on simple contract and consequently finding that the Court had jurisdiction to determine the Suit?

SUBMISSIONS OF LEARNED COUNSEL
The quiddity of the Appellant’s contention is that the subject matter of the suit bordered on simple contract and not on any banker/customer relationship. Paragraphs 4-8, 10-12 and 20 of the Statement of Claim were referred to and it was opined that the averments therein showed that the claim borders on the contractual relationship between the parties and the alleged breach of the terms of the contract. The Appellant relied on the cases of I.T. P.P LTD vs. UBN PLC (2006) LPELR-1519 (SC) at 36-37 and FCMB vs. CP-TECH CONSTRUCTION COMPANY (2015) LPELR-25006 (CA) at 84-86 on the definition of a customer and the nature of banker/customer relationship. It was asserted that loan advancement or transaction is not contemplated as part of banker/customer relationship.

The Appellant further submits that even though the Respondent is the Appellant’s customer because he has an account with the Appellant, but that the nature of the relationship that gave rise to the action is a simple contractual relationship and not banker/customer relationship. The reliefs claimed by the Respondent were stated to be reliefs in respect of alleged breach of

loan agreement and not for the regular services a bank provides for its customers. It was posited that a typical loan transaction creates a legally binding contract, which if breached, will be treated as breach of contractual obligations arising from a simple contract and not as a banker/customer relationship vide NWABUEZE vs. FCMB PLC (2013) LPELR-21266 (CA) at 11-12 and EKONG vs. ISHIE COMMUNITY BANK (NIG) LTD (2014) LPELR-22961 (CA) at 58-59.

The Appellant maintained that since the relationship between the parties is contractual and borders on a simple contract, the lower Court was wrong to hold it to be a banker/customer relationship within its jurisdiction. It was therefore asserted that the cause of action was not within the jurisdiction of the lower Court under Section 251 of the 1999 Constitution (as amended). It was conclusively avowed that being a simple contract, it was the State High Court that was vested with jurisdiction. The cases ADELEKAN vs. ECU-LINE NV (2006) 12 NWLR (PT 993) 33 at 52, FUTA vs. BMA VENTURES (2018) LPELR-44429 (CA) and BELIEVERS FISHERIES AND DREDGING vs. UTB TRUSTEES LTD (2010) LPELR-3864 (CA) at 19 were cited in

support.

The conspectus of the Respondent’s submission is that it is the Writ of Summons and Statement of Claim that are considered in order to ascertain if a Court has jurisdiction to entertain a suit vide WESTERN STEEL WORKS LTD vs. IRON & STEEL WORKERS UNION OF NIGERIA (1987) LPELR-3480 (SC) and MV SCHEEP vs. MV “S. ARAZ” (2000) 15 NWLR (PT 691) 668. It was stated that a defendant who seeks by preliminary objection to strike out a case is taken as having admitted all the facts in the Statement of Claim. The case ofIBRAHIM vs. OSIM (1988) 3 NWLR (PT 82) 257 at 275 was called in aid.

The Respondent contends that a dispassionate examination of the Statement of Claim will disclose that the subject matter of the suit is the dispute between an individual customer and his bank, which the Federal High Court has jurisdiction to entertain under Section 251 (1) (d) of the 1999 Constitution (as Amended). The averment in paragraph 3 of the Statement of Claim that the Respondent is the Appellant’s customer was referred to and it was opined that it settles the issue that the Respondent is a customer of the Appellant on the authority

of I.T.P.P. LTD vs. UBN PLC (supra) at 36-37. It was further submitted that a holistic consideration of the facts averred to in paragraphs 1-33 of the Statement of Claim and the reliefs claimed shows that the Respondent, as customer, is challenging the allegation of the Appellant, as his bankers that he owes the Appellant on the term loan facility that was granted to him. The case of NDIC vs. OKEM ENTERPRISES LTD (2004) 10 NWLR (PT 880) 104 was relied upon.

The Respondent asserts that the case of FCMB vs. CP-TECH CONSTRUCTION CO. LTD (supra) relied upon by the Appellant was distinguishable and inapplicable as the bank transaction in the said case was different from the instant case, and also that Section 251 (1) (d) of the 1999 Constitution (as Amended) did not arise in the said case. It was maintained that the decision in NDIC vs. OKEM ENTERPRISES LTD (supra) had settled the position that the Federal High Court has jurisdiction to hear any suit or dispute arising from transactions between a bank and its individual customer, as the categories of banker/customer relationship are not limited by Section 251 (1) (d) of the 1999 Constitution (as Amended)

The Respondent argued that of the twelve reliefs claimed in paragraph 34 (a) – (l) of the Statement of Claim, the reliefs in (a) – (f) were the principal reliefs while reliefs (g) – (l) were ancillary reliefs; and that if relief (f) fails, then reliefs (g) – (l) must equally fail. The case of NABORE PROPERTIES LTD vs. PEACE-COVER NIGERIA LTD (2014) LPELR-22586 (CA) was referred to on the meaning of ancillary relief or claim. It was opined that a Court which has jurisdiction to entertain the principal relief will also entertain the ancillary relief vide WESTERN STEEL WORKS LTD vs. IRON & STEEL WORKERS UNION OF NIGERIA (supra). The Respondent maintained that even if relief (l) is not within the jurisdiction of the lower Court, it was not fatal as the relief is severable from the other reliefs and that it could therefore be struck out while the other reliefs survive. It was conclusively submitted that the cases of ADELEKAN vs. ECU-LINE NV (supra), FUTA vs. BMA VENTURES (supra) and BELIEVERS FISHERIES AND DREDGING vs. UTB TRUSTEES LTD (supra) relied on by the Appellant were inapplicable as none of the said cases involved

the loan given to a customer which resulted in a dispute as to whether the customer owed the bank.

In replication, the Appellant submits in the Reply Brief that even though the Respondent is a customer of the bank, that the dispute which culminated in the action did not arise during the course of normal banker/customer relationship but from a separate transaction entered via a simple contract, which is outside the banker/customer relationship envisaged under Section 251 of the 1999 Constitution as amended. The cases of I. T. P. P. LTD vs. UBN PLC (supra) and FCMB vs. CP-TECH CONSTRUCTION COMPANY (supra) were again referred to; and it was submitted that the fact that a person enters into a loan transaction with a bank does not make the person a customer of the bank.

It was asserted that the Respondent’s action was founded on simple contract and not in the nature of a banker/customer relationship vide AVIATION LOGISTIC & MANAGEMENT LTD vs. UBA CAPITAL PLC (2018) LPELR-44790 (CA) and UBN PLC vs. CHIMAEZE (2014) LPELR-22699 (SC). It was stated that banker/customer relationship does not have anything to do with granting of loans and credit, but

that it is limited to the storage of money via bank accounts and other relative transactions. In conclusion, the Appellant opined that relief (l) is a relief for damages for breach of contract contrary to Section 251 of the 1999 Constitution (as Amended) and that a Court cannot determine any ancillary claim if it does not have jurisdiction to determine the main claim. The case of KAKIH vs. PDP (2014) LPELR-23277 (SC) was cited in support.

RESOLUTION
The facts of this matter cannot be classified in the ranks of opacity. The facts are simple and straightforward. They are not convoluted and there is no contest on the facts. The disceptation borders on interpretation to be placed on the relationship between the parties and how two settled principles of law would apply to the said relationship. On the one hand, it is now settled law that by virtue of the proviso to Section 251 (1) (d) of the 1999 Constitution (as Amended), the lower Court, the Federal High Court, and the State High Courts have concurrent jurisdictions in respect of banker/customer relationships involving transactions between an individual customer and his bank:

NDIC vs. OKEM ENTERPRISES LTD (supra). The said Section 251 (1) (d) of the 1999 Constitution (as Amended) provides:
“251 (1) Notwithstanding anything to the contrary contained in this Constitution and in addition to such other jurisdiction as may be conferred upon it by an Act of the National Assembly, the Federal High Court shall have and exercise jurisdiction to the exclusion of any other Court in civil causes and matters-
(d) connected with or pertaining to banking, banks, other financial institutions, including any action between one bank and another, any action by or against the Central Bank of Nigeria arising from banking, foreign exchange, coinage, legal tender, bills of exchange, letters of credit, promissory notes and other fiscal measures:
Provided that this paragraph shall not apply to any dispute between an individual customer and his bank in respect of transactions between the individual customer and the bank;”
It seems to me that what the above provision seeks to achieve by the proviso thereof is to allow State High Courts share the exclusive jurisdiction conferred upon the Federal High Court in banking matters, but only as it relates to

any dispute between an individual customer and his bank in respect of transactions between the individual customer and the bank. So with respect to such disputes arising from transactions between the individual customer and the bank, both the Federal High Court and the State High Court would have jurisdiction. See UBA PLC vs. BTL INDUSTRIES LTD (2006) LPELR (3404) 1 at 77-80 and FMBN vs. NDIC (1999) 2 NWLR (PT 591) 333. In this regard therefore, the only controversy is whether the dispute between the parties is one between an individual customer and his bank in respect of transactions which fall within a banker/customer relationship. It seems that I have stated the dispute too widely. It is a lot narrower. It is not confuted that the Respondent is a customer of the Appellant, just as it is not confuted that the Appellant is a banker. The very narrow area of disagreement is whether the transaction between the parties as individual customer and bank is one which falls within the purview of a banker/customer relationship. The Appellant asserts that it is not while the Respondent asserts that it is. We will find out in a trice who is right and who is wrong; since

the parties cannot both be right in their disparate and geometrically parallel contentions.
The other settled principle of law jostling for attention in the submissions of learned counsel is the trite law that in disputes arising from simple contracts, the Federal High Court does not have jurisdiction since disputes arising from simple contracts cannot be pitch forked into any item in the enumerated jurisdiction of the Federal High Court under Section 251 of the 1999 Constitution (as Amended). See ONUORAH vs. KRPC (2005) LPELR (2707) 1 at 11, SOCIO-POLITICAL RESEARCH DEVELOPMENT vs. MINISTRY OF FCT (2018) LPELR (45708) 1 at 55, ROE vs. UNN (2018) LPELR (43855) 1 at 9-19, ADELEKAN vs. ECU-LINE NV (supra)and DEC OIL & GAS LTD vs. SHELL NIGERIA GAS LTD (2019) LPELR (49347) 1 at 10-14. The Appellant’s assertion is that the relationship between the parties was not a banker/customer relationship but one based on a simple contract. Not unexpectedly, the Respondent contends the contrary. So, there you have the very narrow dispute in this matter. Was the transaction a simple contract, or was it a transaction arising from the banker/customer relationship

between the parties?
It is rudimentary law that the jurisdiction of a Court is determined by the plaintiff’s claim as endorsed in the Writ of Summons and Statement of Claim: TUKUR vs. GOVT OF GONGOLA STATE (1989) 4 NWLR (PT 117) 517, OHMB vs. GARBA (2002) 14 NWLR (PT 788) 538 at 563, IZENKWE vs. NNADOZIE (1953) 14 WACA 361 at 363, ONUORAH vs. KRPC (supra) at 10 and 16 and WESTERN STEEL WORKS LTD vs. IRON & STEEL WORKERS UNION (supra). It is effulgent from the Statement of Claim that the facts which spawned the dispute between the parties is the term loan facility granted to the Respondent by the Appellant, and the Appellant’s insistence that the Respondent was still indebted to it on the facility. (See paragraphs 4-33 of the Statement of Claim on pages 5-12 of the Records). It is predicated on this state of affairs that the Respondent commenced the action at the lower Court, claiming the reliefs which I have already set out in this judgment.
The Appellant has zeroed in on the relief claimed in paragraph 34 (l) of the Statement of Claim wherein the Respondent claimed damages for breach of contract to anchor its contention that the

Respondent’s action was based on a simple contract. The Respondent has submitted that the said relief (l) is an ancillary relief and that not only is it severable from the other reliefs, but that being an ancillary relief, a Court with jurisdiction to entertain the principal reliefs can also entertain the ancillary relief. The Appellant supplied the authority for this principle of law in its Reply Brief. It is the case of KAKIH vs. PDP (supra) at 41 and TUKUR vs. GOVT OF GONGOLA STATE (supra). So, without necessarily deciding that lower Court has no jurisdiction; if relief (l) is an ancillary relief then the lower Court would still have jurisdiction to entertain the same, provided that it has jurisdiction in respect of the principal reliefs. For ease of reference, I will reproduce relief (l) once again. It reads:
“l. An order compelling the Defendant to pay general damages of N1,000,000,000.00 (One Billion Naira) to the Plaintiff for flagrant breach of the contract of loan between the Plaintiff and the Defendant.”
(See page 14 of the Records)
I will next set out, for ease of reference again, reliefs (e) and (f). They read:<br< p=”” style=”box-sizing: inherit; margin: 0px; padding: 0px;”>

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“e. A declaration that the Defendant’s restructure of term loan offer letter dated 19 January 2009 is null, void and unenforceable against the Plaintiff and ought to be set aside in the circumstances of this suit.
f. A declaration that the Plaintiff does not owe the Defendant the sum of N1,259,796,249.40 or any other sum of money arising from the aforesaid term loan facility which the Defendant purported to have assigned to the Asset Management Corporation of Nigeria as stated in the Defendant’s notice of assignment of debt dated 9th February 2011 and addressed to the Plaintiff.”
(See page 13 of the Records)
Apposing reliefs (e) and (f) alongside relief (l), it is translucent that the said relief (l) is like a leech and its success depends on a declaration being made in terms of reliefs (e) and (f). It is therefore an ancillary relief which the lower Court will have jurisdiction to entertain if it has jurisdiction in respect of the subject matter of the dispute and the reliefs claimed. But does the lower Court have the requisite jurisdiction which it decided that it had? This will next captivate our attention.

It is limpid from the facts pleaded in the Statement of Claim that pervading the relationship between the parties on which the Respondent founded his action is the term loan facility granted to him and the contention that by the sale of his various units of shares by the Appellant, the term loan facility had been amortized such that he was no longer indebted to the Appellant. The Respondent averred as follows in paragraphs 12-15 of the Statement of Claim:
“12. The Plaintiff avers that Plaintiff’s Intercontinental Bank shares which the Defendant had valued as worth N856,841,007.44 in the offer letter of 19th January 2009 as well as the divided warrants and bonuses generated in favour of the Plaintiff from the pledged shares sufficed to repay the outstanding balance on the term loan which the Defendant alleged to be N875,759,598.84 as [sic] the date of the restructure offer letter.
13. In light of the above, the Plaintiff believed that the Defendant had sold the pledged shares and cashed the Plaintiff’s divided warrants and bonuses and had applied the total proceeds realized from the sale of all the pledged security to liquidate the

alleged outstanding balance of N875,759,598.84. And in that belief, the Plaintiff moved on with his life treating that chapter of his life as closed.
14. Therefore, it was a very rude shock for the Plaintiff when, several years after he believed he had fully settled all his financial obligations to the Defendant on account of the said term loan, straight out of the blues, the Plaintiff received a notice of assignment dated 9th February 2011 from Intercontinental Bank Plc (as the Defendant was then known). In the notice, the Defendant purported that the term loan facility granted to the Plaintiff had an outstanding balance of N1,259,796,249.20 and that by virtue of a Loan Purchase Agreement dated 31st December 2010 between the Defendant and the Asset Management Corporation of Nigeria (‘AMCON’), the Defendant had assigned the said balance/debt to AMCON.
15. As a result of the purported assignment of the alleged but non-existent debt of N1,259,796,249.20 to AMCON by the Defendant, AMCON wrote demand notices dated 28th February 2012, 6th March 2012, 14th March 2012 and 27th March requesting the Plaintiff to settle the aforesaid alleged debt

that the Defendant purportedly assigned to AMCON.”
(See pages 6-7 of the Records)
Now, the pith of the contest remains whether the term loan facility which the Appellant granted to the Respondent, its customer, is based on banking business arising from a banker/customer relationship, or if as submitted by the Appellant, it is a simple contract outside the banker/customer relationship. For clarity, I will reproduce verbatim ac literatim, the Appellant’s submission in paragraph 3.2.5 of the Appellant’s Brief and paragraphs 3.1.3 and 3.1.7 of the Appellant’s Reply Brief. This is what the Appellant submitted:
“3.2.5. A consideration of the authorities cited above discloses that a Banker-Customer relationship is said to exist when an individual or an entity (including a bank) opens an account with a bank and the bank provides services which essentially includes but are not limited to collection of cheques and bills, payment of third party cheques and bills, purchase of property or stock and shares, effecting of insurance cover etc. Instructively, even where the services that qualify as that of a banker and its customer

are listed, issue of a loan advancement or transaction is not contemplated as stated in the authority above and therefore is not judicially recognized as services to be render[sic] in a Banker-Customer Relationship.”
“3.1.3 We also rely on the contents on paragraphs 3.2.4 -3.2.6 of our ABOA and the dictum of the learned Justice of the Court of Appeal in FCMB v. CP-Tech Construction Company (2015) LPELR-25006 (CA) pages 84-86, paragraphs G-C, which requires no repeating here at, and deem it fit to boldly state that the fact that a person enters into a loan transaction with a bank doesn’t make such a person a customer of the bank. It is important to state that the RBOA has failed to show any dicta of the Court which captures Loan Transactions as part of Banker-Customer relationship.”
“3.1.7. From the above, it is clear that a banker-customer relationship does not have anything to do with granting of loans and credit but is limited to storage of money via bank accounts and other relative transactions. Therefore, the Federal High Court cannot and does not have the inherent jurisdiction to determine the Suit at the lower as

that would be contrary to the intentions of the lawmakers who deemed it fit to vest the State High Court with exclusive jurisdiction on disputes relating to simple contracts.”
With respect to the above reproduced paragraph 3.1.3 of the Appellant’s Reply Brief wherein the Appellant stated, inter alia, “… the fact that a person enters into a loan transaction with a bank doesn’t make such a person a customer of the bank”; I would ask the converse question. Would the fact that a customer of a bank entered into a loan transaction with the bank make the customer to cease being a customer, such that the loan transaction will not be part of the existing banker/customer relationship between them? This is the purport of the Appellant’s contention.
I have ruminated and mulled over the Appellant’s contention, but I am not enthused by the same as it cannot represent the correct legal position. First and foremost, it is abecedarian that the relationship of a bank customer and a banker is contractual: UBN PLC vs. CHIMAEZE (2014) LPELR (22699) 1 at 42 and UBN PLC vs. AJABULE (2011) LPELR (8239) 1 at 39. What is the nature

and scope of this contractual relationship? Is the nature and scope of the contractual relationship such that accommodates the facts of this matter within a banker/customer relationship? In BANK OF THE NORTH LTD vs. YAU (2001) LPELR (746) 1 at 45-46, Ayoola, JSC, provided the answer in the following words:
“In the course of carrying on business of banking, a bank enters into several contractual relationships and performs various roles. It is important in an action between bank and customer to be clear which of the several contractual relationships forms or form the basis of the action. In this case, it is pertinent to note only four of these possible relationships, namely:
(i) the relationship of creditor and debtor that arises in regard to the customer’s funds in the hands of the bank;
(ii) the relationship of creditor and debtor that arises when the bank loans money to the customer or allows him to overdraw on his account;
(iii) the relationship that arises from the role of the bank as a collecting bank of cheques drawn on other banks or branches of the same bank by a third person, and
(iv) the possible role of the bank

as a holder for value of a negotiable instrument.”
(Emphasis supplied)
See alsoECOBANK vs. ANCHORAGE LEISURES LTD (2018) LPELR (45125) 1 at 28-31.
The above dictum settles the disceptation in this matter. It equally supplies the dictum which the Appellant pines and craves for, the Appellant having contended in the pericope from Paragraph 3.1.3 of the Appellant’s Reply Brief that: “It is important to state that the RBOA has failed to show any dicta of the Court which captures Loan Transactions as part of Banker-Customer relationship.” The dictum has come from the apex Court and based on the doctrine of stare decisis all other Courts must kowtow: NIGERIA-ARAB BANK LTD vs. BARRI ENGINEERING (NIG) LTD (1995) LPELR (2007) 1 at 47-48, OYEWUNMI vs. OGUNESAN (1990) LPELR (2880) 1 at 61 and PDP vs. ORANEZI (2017) LPELR (4347) 1 at 9-10. The uncontroverted and unchallenged cause of action in this matter is the term loan facility granted to the Respondent by the Appellant. It is one of the several contractual relationships which a bank enters into in the course of carrying on the business of banking; “the relationship of a

creditor and debtor that arises when the bank loans money to the customer.” The Appellant as banker gave a term loan to the Respondent as its customer. The Respondent contending that it is no longer indebted to the Appellant on the term loan sued claiming sundry reliefs. This is undoubtedly a clear case of a transactional dispute arising from a banker customer relationship vide BANK OF THE NORTH LTD vs. YAU (supra), ECOBANK vs. ANCHORAGE LEISURES LTD (supra) and STANDARD TRUST BANK LTD vs. INTERDRILL LTD (2006) LPELR (9848) 1 at 28. It is, most respectfully, ludicrous, preposterous and specious for the Appellant to contend that the loan facility it granted its customer in the course of carrying on banking business is a simple contract which does not arise from a banker/customer relationship. That cannot be the law and I vehemently refuse to learn such disingenuous legal sophistry!
The relationship between the parties from the averments in the Statement Claim is a banker customer relationship. There is nothing in the Statement of Claim to show a matter relating to a simple contract. The lower Court consequently had the requisite jurisdiction to

entertain the action: NDIC vs. OKEM ENTERPRISES LTD (supra), MERILL GUARANTY SAVINGS& LOANS LTD vs. WORLDGATE BUILDING SOCIETY LTD (2013) 1 NWLR (PT 1336) 581 and ECOBANK vs. ANCHORAGE LEISURES LTD (supra) at 21-23 and 36-38. Inexorably the issue for determination must be resolved against the Appellant. From the facts in the Statement of Claim, the lower Court was right when it held that the subject matter of the suit did not border on a simple contract and that it had jurisdiction to entertain the suit.

The conflating of the foregoing is that this appeal is devoid of merit. It fails and it is hereby dismissed. The decision of the lower Court delivered on 14th December 2018 is hereby affirmed. The Respondent is entitled to the costs of this appeal which I assess and fix at N250, 000.00. The proceedings in the substantive matter is to continue at the lower Court.

OBANDE FESTUS OGBUINYA, J.C.A.: I had the singular privilege to peruse in draft the leading judgment delivered by my learned brother, Ugochukwu Anthony Ogakwu, JCA. It is an effervescent judgment that is garnished with lexical and juridical expositions I endorse, in toto, the reasoning and

conclusion in the dexterous judgment.
In NDIC V. Okem Ent. Ltd (supra) at 188. Uwaifo. JSC. decisively and incisively proclaimed:
There is no rational basis, as has been shown, for holding that under Section 251 (1)(d) of the 1999 Constitution, State High Courts have exclusive jurisdiction to determine disputes between an individual customer and his bank in respect of transactions between the individual customer and the bank. It has been demonstrated that in such matters the Federal High Court and State High Courts have concurrent jurisdiction.
It is decipherable from that magisterial pronouncement, that loan facility falls outside the slim perimeter of simple contract which the lower Court is not endowed with the jurisdiction to try matters germinating from it The ex cathedra authority donates co-extensive jurisdiction to the lower Court and the High Court of State over matters that orbit around the proviso such as the one that transfigured into this appeal. In effect, the lower Court was the forum competens for the respondent to ventilate his grievance in the case that parented the appeal. The lower Court paid due loyalty to the law when it

claimed and assumed jurisdiction over the respondent’s suit.

On the premise of this tangential reason, coupled with the well-articulated analyses anatomised in the erudite judgment. I too, dismiss the appeal in the terms decreed in the leading judgment.

TIJJANI ABUBAKAR, J.C.A.: My Lord and learned brother, OGAKWU, JCA, granted me the privilege of reading in draft the leading Judgment just rendered in this appeal.

I am in total agreement with the reasoning and conclusion, and adopt the Judgment of my learned brother as mine. I need to just emphasize that it is completely needless embarking on worthless exercise battling to take Appellants case out of banker-customer relationship. The Appellant must know that from the facts, the entire circumstances of the transaction, and in particular the averment of the parties in their pleadings, the transaction is pure banker-customer transaction. For the Appellant to insist on the relationship being founded on simple contract is putting the law upside down, I do not also agree. The Appellant is dwelling under gross misconception of the law, and has nothing useful to urge this Court. The appeal is barren

and therefore deserves to be dismissed, I also dismiss it, and endorse the decision of my brother that the lower Court is rightly vested with jurisdiction to hear and determine the suit.
I abide by all consequential orders including the order on costs.

Appearances:

J.O. Filani, Esq. For Appellant(s)

Ayoola Ajayi, Esq. For Respondent(s)