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ABURIME & ANOR v. OSUNBOR (2022)

ABURIME & ANOR v. OSUNBOR

(2022)LCN/15972(CA)

In The Court Of Appeal

(BENIN JUDICIAL DIVISION)

On Monday, May 09, 2022

CA/B/70/2016

Before Our Lordships:

Uchechukwu Onyemenam Justice of the Court of Appeal

James Gambo Abundaga Justice of the Court of Appeal

Ademola Samuel Bola Justice of the Court of Appeal

Between

1. MR. MICHAEL EROMOSELE ABURIME 2. TEMPAIR GLOBAL SERVICE LIMITED APPELANT(S)

And

MR. LUCKY OSUNBOR RESPONDENT(S)

 

RATIO

WHETHER OR NOT A MEMORANDUM OF UNDERSTANDING IS AN AGREEMENT

It is trite that a Memorandum of Understanding is not an agreement yet. Memorandum of Understanding implies something less than a complete contract and it function only as evidence of the contract and need not contain every term. Black’s Law Dictionary 6th Edition defines Memorandum as an informal record, note or instrument embodying something that the parties desire to fix in memory by the aid of written evidence, or that it serves as the basis of future formal contract or deed. Memorandum of Understanding is not the real agreement but a document guiding the future agreement. Its status is something less than a complete contract. See Star Finance & Property Ltd & Anor V. NDIC (2012) LPELR-8394 (CA).
​Having discovered that a Memorandum of Understanding is not a complete contract or an agreement, it presupposes that it cannot be placed on the same pedestal with an agreement or a contract. The implication is that its content cannot be enforced. Be that as it may, it remains a document which the parties can refer to for the purpose of reminding them of the content therein.
 PER BOLA, J.C.A.

WHETHER OR NOT ORAL EVIDENCE CAN PREVAIL OVER DOCUMENTARY EVIDENCE

It is settled law that oral evidence cannot be allowed to prevail or overcome clear documentary evidence. See Udo V. Eshiet (1994) 8 NWLR (Pt. 363)483, FBN PLC V. M.O. Nwadialu & Sons Ltd (2016) 18 NWLR (Pt. 1543) 1 at 10; Dickson V. Sylva (2017) 8 NWLR (Pt. 1567). Tobi, JCA (as he then was) in Udo V. Eshet held that the position of the law is that oral evidence cannot and should not be allowed to contradict documentary evidence.
In Attorney General of Bendel State V. UBA (1986) 4 NWLR (Pt. 37) 547 it was held that a document tendered in Court is the best proof of its content and no oral evidence will be allowed to discredit or contradict such document.
PER BOLA, J.C.A.

That award of general damages was at the discretion of the Court which discretion must be exercised judicially and judiciously. That the lower Court did not follow the laid down principles in the award of damages. He referred to the case U.A.C (Nig,) Plc V. Sobodu (2007) 8 NWLR (Pt. 1030) 368 at 378. It was submitted that the lower Court applied sentiment in the award of general damages. PER BOLA, J.C.A.

THE GUIDELINES FOR THE EXERCISE OF COURT’S DISCRETION

The parameters for the exercise of Court’s discretion is set out in the case of UAC Nig. Ltd. V. Prince O.O. Sobodu as follows:
“Where there is an appeal against the exercise of such discretion by the trial Court, an Appellate Court is normally reluctant in interfering with the trial Courts bonafide exercise of discretion unless in some exceptional cases which include:-
(a) Where the exercise of discretion by the trial Court was done arbitrarily rather than judiciously and judicially;
(b) Where the trial Court’s exercise of discretion was based on a wrong principle of law;
(c) Where such an exercise of discretion was not based on the evidence on record and was therefore perverse;
(d) Where in the exercise of discretion the trial Court took into account or considered irrelevant matters or disregarded relevant matters;
(e) Where the lower Court’s exercise of discretion is erroneous that no reasonable tribunal would have made such an erroneous exercise of discretion. PER BOLA, J.C.A.

ADEMOLA SAMUEL BOLA, J.C.A.(Delivering the Leading Judgment): This is an appeal against the judgment of the Edo State High Court sitting in Benin City, which judgment was delivered on the 11th of December, 2015 by his Lordship, Hon. Justice E.F. Ikponmwen wherein the judgment was in favour of the Respondent. The lower Court adjudged as follows:
1. That the Respondent has proved his claims on the preponderance of evidence for the refund of N8,000,000.00 being money had from him by the Appellants for a failed consideration;
2. That the claim for a breach of Memorandum of Understanding is not maintainable and it is dismissed;
3. That the Appellants jointly and severally to pay to the Respondent the sum of N500,000.00 as general damages.

Dissatisfied with the above decision, the Appellant filed his Notice of Appeal at the lower Court on 11th of December 2015. The Record of Appeal was transmitted to this Court on 18/6/2016. The Appellants’ Brief was settled by I. D. Okoro Esq. while Respondent’s Brief of Argument was settled by A. Ojo Esq. Parties adopted their respective briefs on 14/2/2022 Judgment was reserved.


BACKGROUND FACTS<br< p=”” style=”box-sizing: inherit; margin: 0px; padding: 0px;”></br<>
The action at the lower Court culminating to this appeal was a fallout of the business transaction between the Appellants and the Respondent which business and transaction went sour. It was a business in respect of the introduction of digital electronically controlled surveillance system manufactured in Turkey to the Nigerian Market. Both the 1st Appellant and the Respondent had a discussion over the business. The discussion progressed to the drafting of a Memorandum of Understanding by the parties which they signed. Pursuant to the Memorandum of Understanding the Respondent claimed he invested the sum of N5 Million. The Respondent equally claimed he further invested the sum of N3 Million.

Unfortunately, the business did not kick-off as expected. Consequently, the Respondent requested for the refund of the N8 Million he invested in the business. The non-refund of the above sum gave birth to the action instituted at the lower Court by the Respondent.

ISSUE FOR DETERMINATION: APPELLANTS’ BRIEF
In their Brief of Argument, the Appellants formulated two issues for determination which are:
1. Whether the learned trial Judge was right in not looking at Exhibit ‘A’ and ‘A1’ but instead relying on the oral testimonies of the Claimant’s witnesses in coming to his decision in the case (Grounds A, B and D)
2. Whether the N500,000.00 damages awarded by the trial Court was not intended to punish the Appellants (Ground C)

ISSUE 1
It was submitted that although the parties entered into a Memorandum of Understanding in which an action could not be founded because it was a gentleman’s agreement, that fact alone could not prevent the Court from looking at what is contained in the documents which are Exhibit ‘A’ and ‘A1’ respectively. Appellants Counsel referred to the case Ola V. Unilorin (2014) 15 NWLR (Pt. 1431) 453 at 482.

​He referred to page 260 of the Records and the decision of the lower Court therein. It was submitted that the finding of the Court was not borne out of the documentary and oral evidence before the Court. That in coming to this finding and decision, the learned trial Judge did not look at Exhibits ‘A’ and ‘A1’ which the parties had freely entered into and were intended to govern the contract they intended to enter. That having failed to have recourse to Exhibits ‘A’ and ‘A1’ the lower Court introduced extraneous issues into the matter.

It was argued that the oral evidence given in this case by the Respondent was in conflict with the contents of Exhibits ‘A’ and ‘A1’. That the holding by the lower Court that the parties entered into a simple contract involving the lending by the Respondent of N8 Million to the 1st Appellant was perverse viz-a-viz Exhibits ‘A’ and ‘A1’. Counsel referred to pages 215 and 216 of the record which are as to the conflicts in the evidence of the CW1 on whether the money he gave to the Defendants was a loan or an investment into the business. This was said to be material contradiction which the learned trial Judge ought to look into and resolve same but which he failed to do. Counsel referred to the case S.F & P. V. NDIC (2012) 10 NWLR (Pt. 1309) 522 in which the document in the case was also a Memorandum of Understanding. The Court looked at the content of the documents before coming to a decision as to the nature of the case between the parties.

​It was argued that it was wrong for the learned trial Judge to have treated this case as one of money had and received when the purpose of the N8 Million paid by the Respondent was clearly in Exhibits ‘A’ and ‘A1’.

It was also submitted that the Memorandum of Understanding clearly set out the intention of the parties as to their relationship and the learned trial Judge was clearly in error to have refused to look at the aspect of the case.

ISSUE NO. 2
In respect of the 2nd issue, it was the submission of the Appellant’s Counsel that in awarding N500,000 as damages against the Appellants, the intention of the trial Judge was to punish the Appellants for reasons that were not easily discernible from the evidence before the Court. That the discretion to award damages must be exercised judicially and judiciously. That in this case, the trial Judge did not follow the laid down principles for the award of damages.

He submitted that the Respondent invested his money in a venture which held so much promise which promise had not abated contrary to the negative approach of the trial Judge in the evaluation of evidence before him.

It was argued that the damage of N500,000 was excessively too high and primitive and was scandalous.

​Finally he submitted that the trial Judge ought to have confined himself to the document entry evidence before him instead of the exaggerated oral evidence.

ISSUE FOR DETERMINATION: RESPONDENT’S BRIEF
In the Respondent’s Brief of Argument, two issues arose for determination. They are:
1. Whether or not there was a binding (oral) contract between the Respondents and the Appellants on the basis of which the learned trial Judge gave judgment to the Respondent.
2. Whether or not the award of N500,000.00 as general damages to the Respondent is proper in the circumstances of this case having regard to the evidence led.

On the first issue, it was submitted that the learned trial Judge gave judgment in favour of the Respondent based on the fact that the Appellants and the Respondent entered into a simple contract whose consideration had failed. That the reasonings and holding of the trial Judge was based on the conduct and dealings of the parties. He referred to paragraphs 6, 7 and 8 of the Respondent’s statement on Oath at pages 86-87 of the Records. That the evidence in these paragraphs were not shaken nor controverted under cross-examination. He also referred to the evidence of the CW3 Chief Anthony Osunbor at page 101 of the Record.

It was submitted that agreement could be oral or written, citing the case of Pan African Bank Ltd. V. Ede (1998)7 NWLR (Pt. 558) 438.

That the learned trial Judge was therefore right when he held based on the pleadings and evidence before the Court that the Respondent parted with the sum of N8 Million based on oral contract.

It was submitted that from the surrounding circumstance and evidence by the parties, the lower Court came to the conclusion that the parties entered into an agreement that was given to the Appellants by the Respondent as a friendly loan, referring to the case Nwaolisah V. Nwabufoh (2011) 14 NWLR (Pt. 1268) 600 at 626.

It was submitted that in view of the findings of the lower Court, Exhibits ‘A’ and ‘A1′ were of no moment to which the Appellant’s Counsel conceded. It was argued that the inference of a simple contract in the absence of Exhibits ‘A’ and ‘A1’ was supported by law. He relied on the case of Attorney General River State V. Attorney General Akwa Ibom State (2011) 8 NWLR (Pt. 1248) 31 at 84.

​It was submitted that the trial Judge having made a finding that the Memorandum of Understanding be discountenanced, the Court could not have relied on the terms thereof to make any finding as the Appellant had argued.

Counsel further referred to the cases Nwaolisa V. Nwabufoh (2011) 14 NWLR (Pt. 1268) 600 at 633 and S.F & P Ltd. V. NDIC (2012) 10 NWLR (Pt. 1309) 522 at 549-550.

Accordingly, Counsel urged the Court to resolve issue No.1 in favour of the Respondent.

On Issue No. 2
Respondent’s Counsel submitted that a trial Court had the discretionary power to award general damages which the trial Judge exercised in this case. He placed reliance on the case of David Taylor & Anor. V. Edwin Ogheneovo (2011) LPELR-8955 (CA).

It was submitted that the award of N500,000.00 as damages to the Respondent was proper in the circumstance of this case having regard to the financial trauma the Respondent was made to go through since 2009 when he gave the to the 1st Appellant as a friendly loan. He relied on the case Yalaju- Amaye V. Associated Reg. Engr. Contraction Ltd (1990) 4 NWLR (Pt. 145) 422.

​Concluding, it was submitted that the award of N500,000.00was reasonable and necessary.

RESOLUTION OF THE ABOVE ISSUES
From the sum total of the Record of Appeal and the submissions of the parties and the evidence adduced at the lower Court, the parties are ad idem as regards the following facts.
1. The desire of the Appellants to set up a business enterprise for the purpose of introducing into Nigerian Market digital electronically controlled surveillance system manufactured in Turkey.
2. The 1st Appellant was the Managing Director of the 2nd Appellant.
3. The Respondent was brought in contact with the 1st Appellant for the purpose of introducing the Respondent to the business and for the purpose of investing.
4. That the 1st Appellant introduced the business to the Respondent.
5. That the Respondent contributed the sum of N8,000,000 towards the business having indicated his interest in it.
6. That the Appellants and the Respondent entered into Memoranda of Understanding in respect of the business venture and money advanced by the Respondent to the Appellant regarding the business.
7. That the business never took off.
8. That the Respondent instituted a civil action at the lower Court to recover the money he gave the Appellants in respect of the business.

However, the main or major point of discord between the Appellants and the Respondent is as to what purpose the money was advanced by the Respondent. While the Appellant is of the contention that the N8,000,000 given to him was the money invested by the Respondent in the business, the Respondent held strongly to the assertion that it was a soft loan advanced to the Appellants to enable them kick start the business. It was equally the contention of the Appellants that the Respondent did not wait for the business to take off before he began to demand for the refund of his investment.

I now ask the question. Was the sum of N8,000,000.00 given by the Respondent to the Appellants an investment in the business floated by the Appellant; or was it a loan to the Appellant in respect of the business?

​To resolve the above, the Memoranda of Understanding Exhibits ‘A’ and ‘A1′ entered into by the two parties at the initial stage is germane in the circumstance. Both parties gave evidence that at the time when the above sum advanced in two tranches of N5 Million and N3 Million was about to be given to the Appellants by the Respondent, both parties invited a legal practitioner for the purpose of preparing Exhibits A’ and ‘A1’ respectively which they all signed. 

It is trite that a Memorandum of Understanding is not an agreement yet. Memorandum of Understanding implies something less than a complete contract and it function only as evidence of the contract and need not contain every term. Black’s Law Dictionary 6th Edition defines Memorandum as an informal record, note or instrument embodying something that the parties desire to fix in memory by the aid of written evidence, or that it serves as the basis of future formal contract or deed. Memorandum of Understanding is not the real agreement but a document guiding the future agreement. Its status is something less than a complete contract. See Star Finance & Property Ltd & Anor V. NDIC (2012) LPELR-8394 (CA).
​Having discovered that a Memorandum of Understanding is not a complete contract or an agreement, it presupposes that it cannot be placed on the same pedestal with an agreement or a contract. The implication is that its content cannot be enforced. Be that as it may, it remains a document which the parties can refer to for the purpose of reminding them of the content therein. 

It is against this background this Court will refer to Exhibits ‘A’ and ‘A1’ for the purpose of knowing and resolving the issue whether the sum of N8,000,000 referred to in Exhibits ‘A’ and ‘A1’ respectively was advanced to the Appellant by the Respondent as Respondent’s investment in the business or was a soft loan to the Appellants.

Exhibit ‘A’ covers the sum of N5,000,000 while Exhibit ‘A1’ is in respect of the sum of N3,000,000. Exhibit ‘A’ was entered into by both parties – Appellant and Respondent, on 23rd January 2009, which day the Memorandum of Understanding was made. Therein the 1st Appellant Michael Eromosele Aburime was referred to as the Chairman, Managing Director and Owner of the 2nd Appellant. Tempair Global Service Ltd. The Respondent Lucky Osunbor was referred to as Nominal Director/ Investor.

Paragraphs C and D on page 1 of Exhibit ‘A’ state:
c. The Chairman/Managing Director in view of his cost of acquiring the technology involved the surveillance system has requested to fund from investors and the Nominal Director is desirous of investing some fund in the surveillance system.
d. The Nominal Director/Investor has agreed to invest the sum of N5,000,000.00 (Five Million) only into the business of New Digital Panels/Electronically Controlled Surveillance System and the Chairman/Managing Director has agreed to receive the sum of N5,000,000 (Five Million Naira) only from the Nominal Director/Investor subject to the condition stated hereinafter set forth.

Exhibit ‘A1’ also has similar provision in respect of the sum of N3,000,000.00 (Three Million Naira) advanced to the Appellant by the Respondent.

Both the Appellant and Respondent signed the Memoranda of Understanding (Exhibits ‘A’ and ‘A1’).

​Suffice to say, Exhibits ‘A’ and ‘A1’ reveal that the sum of N5,000,000.00 and N3,000,000 totaling N8,000,000.00 was the Respondent’s investment in the surveillance system business set up by the Appellant. In other words, this sum was not a loan to the Appellant but money invested by the Respondent into the business. By Exhibit ‘A’ the Respondent invested the sum of N5 Million into the business and by Exhibit ‘A1’ the Respondent invested additional N3 Million into the business, Therefore the Memoranda of Understanding (Exhibit ‘A’ and ‘A1’) speak clearly of what the sum of N8,000,000 was about when the money passed from the hands of the Respondent to the Appellants. 

It is settled law that oral evidence cannot be allowed to prevail or overcome clear documentary evidence. See Udo V. Eshiet (1994) 8 NWLR (Pt. 363)483, FBN PLC V. M.O. Nwadialu & Sons Ltd (2016) 18 NWLR (Pt. 1543) 1 at 10; Dickson V. Sylva (2017) 8 NWLR (Pt. 1567). Tobi, JCA (as he then was) in Udo V. Eshet held that the position of the law is that oral evidence cannot and should not be allowed to contradict documentary evidence.
In Attorney General of Bendel State V. UBA (1986) 4 NWLR (Pt. 37) 547 it was held that a document tendered in Court is the best proof of its content and no oral evidence will be allowed to discredit or contradict such document.

​It is therefore conclusive and this Court holds that the sum of N8,000,000 was the Respondent’s investment in the business set up by the Appellants. In other words, the oral testimony that the above sum was a loan to the Appellant cannot stand against or be allowed to contradict or vary the content of Exhibits ‘A’ and ‘A1′ which spelt out unequivocally that the said amount was an investment.

Having been established that the sum of N8,000,000 was an investment of the Respondent in the business, the issue arises whether the Respondent is entitled to a refund of the said sum in view of the fact that the business did not take off. It was the contention of the Respondent that he was entitled to the refund of the amount. This culminated to the civil action instituted to recover the amount at the lower Court. Once again, the Memoranda of Understanding (Exhibits ‘A’ and ‘A1’) entered into by both parties is pertinent in this regard. A revisit to the documents is indispensable in the circumstance.

Page 2, paragraphs 3 and 4 of Exhibit state as follows:
3. REFUND OF INVESTED FUND
The Nominal Director/Investor shall be entitled to a refund of his invested sum N5,000,000 (Five Million Naira) only soonest after the commencement of the operation of surveillance system from the Chairman/Managing Director and TEMPAIR GLOBAL SERVICES LTD.
4. WARRANTY<br< p=”” style=”box-sizing: inherit; margin: 0px; padding: 0px;”></br<>

The Nominal Director/Investor shall be entitled to a refund of his investment of the sum of N5,000,000.00 (Five Million Naira) only or any sum no matter the outcome of the workability of the surveillance system from the Chairman/Managing Director and TEMPAIR GLOBAL SERVICES LTD.

The above clauses in Exhibit A make provision for a refund of the N5,000,000.00 invested in the business by the Respondent; however the refund is subject to the commencement of operation that is the business kick starting.

Further to clause 3 above, clause 4 provides that the Respondent/Investor would be entitled to the refund of the N5 Million no matter the workability of the surveillance system from the Appellants. The import of clause 4 is that whether the business works and becomes operational or not, the Respondent/Investor would still be entitled to his refund. If that is the case, and the business fails to take off, the Respondent is at liberty to demand for the refund of his money. Clauses 3 and 4 above are similar provision in Exhibit A1 regarding refund of the invested sum to the Respondent the sum total of these provisions is that the Respondent is entitled to the refund of the sum of N8,000,000, More particularly that the CW1 testified under cross-examination that:
“The business established by the 1st Defendant took off on 17/3/2009 after the experts came and installed the equipment. The 1st Defendant told us off, he did not want to relate with the claimant and I after the business took off”.

It need be noted that this evidence was adduced under cross-examination and was not in any way challenged or contradicted.

The CW2 Respondent also testified while being cross-examined by the Appellant (Defendant) Counsel that “the business of the Defendant has (sic) taken off (sic”)

It is the clear intention of the parties particularly the Appellant that the money would be refunded to the Respondent.

Apart from the content of Exhibits A and A1 which serves as guide, understanding of parties and their intention, it is equally evidentially clear that the two parties came together in respect of a business which the Respondent invested in Exhibits A and A1 in the main, were in respect of the sum of N8 Million invested by the Respondent.

​The Appellants and the Respondent came together in respect of a business floated by the Appellant, the Appellant solicited fund from the Respondent for the purpose of promoting the business and to kick start it. Consequently, the Respondent parted with above sum for a purpose, the purpose (the business) which failed. It is clear that the memoranda of understanding is not a contract but a guide showing intention of the parties. However, the different steps taken by both parties towards the business outside the Exhibits ‘A’ and ‘A1’ reveal simple contract between the parties particularly in relation to the sum of N8,000,000. The simple contract was an oral contract. 

It is settled law that contract can be oral or in writing. See Stabilin V. Obasi (1997) NWLR (Pt. 520) 293 at 301.

​In the light of the foregoing, I am in agreement with the holding of the lower Court that the claimant (Respondent) had proved his claims on the preponderance of evidence for the refund of N8,000,000 being the money obtained from him by the Appellant (Defendant) for the purpose of setting up of a business which business failed. Suffice to say, the Respondent, by the agreement entered into by the parties resorting to a simple contract and guided by the memoranda of understanding of both parties is entitled to a refund of the money (N8 million) advanced to the Appellant in respect of a failed business. This settles the first issue in favour of the Respondent.

I now proceed to consider the 2nd issue which is whether the award of N500,000.00 as general damages by the trial Court was not intended to punish the Appellant.

It was the submission of the Appellant Counsel that the sum of N500,000.00 awarded as damages against the Appellants was to punish them for reasons that were not easily discernible. That award of general damages was at the discretion of the Court which discretion must be exercised judicially and judiciously. That the lower Court did not follow the laid down principles in the award of damages. He referred to the case U.A.C (Nig,) Plc V. Sobodu (2007) 8 NWLR (Pt. 1030) 368 at 378. It was submitted that the lower Court applied sentiment in the award of general damages.

​In response, it was the Respondent’s submission that the trial Court had the discretionary power to award general damages which the trial Judge exercised in this case. He cited the case David Taylor & Anor V. Edwin Ogheneovo (2011) LPELR-8955 (CA). Counsel contended that the award of N500,000: to the Respondent was proper in the circumstance of the case having regard to the financial trauma the Respondent was being made to go through since 2009 when he gave the N8 Million to the 1st Appellant as friendly loan.

I have considered the arguments of Counsel for and against the award of N500,000 in favour of the Respondent and against the Appellants. 

It is settled law that general damages are the kind of damages which the law presumes to flow from the wrong complained of. They are such as the Court will award in the absence of any yardstick with which to assess the award except by presuming the ordinary expectations of a reasonable man. See Lar V. Stirling Astaladi Ltd. (1977) 11/12 SC 53; Omonuwa V. Wahabi (1976) 4 SC 37.

The parameters for the exercise of Court’s discretion is set out in the case of UAC Nig. Ltd. V. Prince O.O. Sobodu as follows:
“Where there is an appeal against the exercise of such discretion by the trial Court, an Appellate Court is normally reluctant in interfering with the trial Courts bonafide exercise of discretion unless in some exceptional cases which include:-
(a) Where the exercise of discretion by the trial Court was done arbitrarily rather than judiciously and judicially;
(b) Where the trial Court’s exercise of discretion was based on a wrong principle of law;
(c) Where such an exercise of discretion was not based on the evidence on record and was therefore perverse;
(d) Where in the exercise of discretion the trial Court took into account or considered irrelevant matters or disregarded relevant matters;
(e) Where the lower Court’s exercise of discretion is erroneous that no reasonable tribunal would have made such an erroneous exercise of discretion.

Arising from the evidence and circumstances of the case at the lower Court, it could not be said that the lower Court ran foul of the above parameters or principles in awarding the sum of N500,000.00 as general damages against the Appellant.

It need be emphasized that general damages flows from the wrong complained of. It is often determined from what is reasonable in the circumstance of the case Eneh V. Ozor (2016) 16 NWLR (Pt. 1538) 219 at 238. They are presumed by the law to be the direct and probable consequence of the Defendant’s complaint.

In the opinion of this Court, the Respondent is entitled to the general damages taking into consideration that it flows naturally from the success of the case. I do not consider it excessive considering the amount involved in the matter and against the inconveniences suffered.

The Respondent testified before the lower Court he suffered untold hardship which resulted to his living from hand to month having sunk his entire savings into the business which never took off. For this reason, I come to the conclusion that the sum awarded as general damages by the lower Court is not excessive, not punitive, reasonable and an appropriate exercise of discretion by the lower Court. The award is in consonance with right principle of law. A judicious and judicial exercise of discretion. The award of N500,000 general damages is proper in the circumstance of this case. The second issue is therefore resolved against the Appellant.

​Flowing from the above premises, this Court holds that the evidence placed before the lower Court clearly reveals the existence of a simple contract between the Appellants and the Respondent upon which the lower Judge gave judgment in favour of the Respondent. It is equally held that the sum of N500,000.00 awarded to the Respondent as general damages is in consonance with the relevant principles of law governing the award of damages more particularly that the grant of the damages flowed from the natural course of events, that is the success of the Respondent’s action.

In conclusion, I hold that the Appellants’ appeal is bereft of merit. All the issues raised having been resolved against the Appellants. The appeal fails. It is dismissed. The judgment of the lower Court is accordingly affirmed.
Parties shall bear their respective costs.

UCHECHUKWU ONYEMENAM, J.C.A.: My learned brother SAMUEL ADEMOLA BOLA, JCA obliged me a draft copy of the judgment just delivered. I am in agreement with the conclusion reached therein.

I too hold that the appeal lacks merit and the same is accordingly dismissed. I also uphold the decision of the High Court of Edo State delivered by E. F. Ikponmwen J. on 11th December, 2015 in Suit No. B/833/10.

I abide by the order made as to costs.

JAMES GAMBO ABUNDAGA, J.C.A.: I read the draft of the judgment delivered by my learned brother, Samuel Ademola Bola, JCA I adopt the reasoning and conclusion on all the issues being resolved against the Appellants. The appeal is therefore utterly starved of any scintilla of merit. Accordingly, it is hereby dismissed; consequent upon which the judgment of the lower Court is affirmed. Parties to bear their respective costs.

Appearances:

I.D. Okoro For Appellant(s)

A. Ojo For Respondent(s)