Adetoun Oladeji (Nig) Ltd v. Nigerian Breweries Plc [2012]



Adetoun Oladeji (Nig) Ltd v. Nigerian Breweries Plc [2012] – SC

by NSA PaulPipAr


A judge should restrict itself to the claims of the parties formulated.


– Contract

⦿ TAG(S)

– damages.



Adetoun Oladeji (Nig) Ltd


Nigerian Breweries Plc


[2012] NGSC 1


Supreme Court


Niki Tobi, JSC



– Mr. Kole Olawoye.


– Mr. W. Ogunkoye.


⦿ FACT (as relating to the issues)

The facts of the case are not in dispute. The appellant was for many years a major distributor of the respondent’s products. The dispute that led to a breakdown of the cordial relationship between them arose when the appellant discovered that some payments made to the respondent were not reflected in the accounts presented by the respondent. The matter was referred to the police for investigation. The respondent immediately stopped further supplies of its products to the appellant. This was initially said to be for the duration of the police investigations. But the stoppage continued after the police had concluded their investigations. The appellant had to institute the present action in which he claimed, inter alia, damages for breach of contract; refund of money deposited for respondent’s products which were yet to be supplied as at the time the respondent decided to stop further supplies of its products to the appellant; and cost of appellant’s empty bottles in possession of the respondent. The respondent denied the claim. At the end of the trial, the learned trial Judge entered judgment for the plaintiff/appellant. But on appeal to the lower court, some of the awards made were drastically reduced while some were totally refused. The present appeal is against the judgment of the lower court.


1. Whether the lower court was not right in setting aside the sum of N931, 405.30 awarded in favour of the appellant by the trial court for non-delivery of goods purportedly ordered and paid for by the appellant.

2 Whether the lower court was not right to have reduced the general damages of N25 million awarded by the lower court to N833, 333.00.

3. Whether the lower court was not right in setting aside the sum of N1,249,000.00 awarded by the trial court as special damages for the wrongful seizure and detention of the appellant’s empty bottles.





i. While I entirely agree with the submission of learned counsel for the appellant that the above evidence of PW6 was not challenged by the respondent, I do not agree with him on the result or effect of the non-challenge of the evidence, that he wants this court to arrive at. The evidence of PW6 was on a yearly profit running through the year on the average of N10 million per year. Relating this yearly profit margin to Exhibit B, the Court of Appeal divided that by 12 on the basis that 12 months make a year. This clearly vindicates the content of Exhibit B. What is the quarrel the appellant has with the Court of Appeal? I have taken one and it is in respect of the evidence of PW6. The Court of Appeal accepted the evidence of the witness. All that the court did was to subject the evidence to some arithmetical calculation, which gave the court the figure it awarded as damages. Can this court fault the Court of Appeal? I think not.

Available:  Tijani Jolasun v. Napoleon Bamgboye (2010)


i. The Court of Appeal in this matter did not inquire into the dispute, which I entirely agree is the exclusive adjudicatory function of the trial court. On the contrary, the Court of Appeal in line with Ngwu inquired into the way in which the dispute have been tried and decided. The Court of Appeal went into the dispute as decided by the trial Judge and held that it was wrongly decided. That is the decision of this court in Ngwu and that is what the Court of Appeal did.

ii. Although this court is not bound by the decision in Hadly v. Baxendale, I will persuade myself any day to use the beautiful principle stated therein. The learned trial Judge without justification awarded a large sum of N25, 000.000.00 as damages. He did not justify it and there was really no basis to justify it. I think his awards of N931, 405.30 and N 1, 249,000.00 are justified. I therefore award the appellant the total sum of N2, 180,405.30 over and above what the Court of Appeal awarded. The appeal therefore succeeds partially. I make no order as to costs.


i. As correctly contended by learned counsel for the appellant, none of the parties claimed on bailment. The plaintiff in its statement of claim did not claim on bailment. So too the defendant in its counter claim. And so, how and why did the Court of Appeal go into the law of bailment to set aside the award of N l, 249,000.00 by the learned trial Judge?

ii. An appellate court has to go into the Record and decide only on the Record. An appellate court has no jurisdiction to go outside the record to search for possible claim or relief. It is sad that the Court of Appeal introduced the law of bailment suo motu in its judgment and resolved it suo motu. The parties were not given any opportunity to address the court on the law of bailment. That is never done and it is bad that the Court of Appeal did so. I will say no more.




Ngwu v. Ozougwu (1999)10 12 SC 24 where Onu, JSC said at page 29: “It is the business of a trial court to decide disputes by trying cases. It is not the business of an appeal court to re-open disputes by trying case again. An appeal court’s duty is to see whether trial courts have used correct procedure to arrive at the right decisions. An appeal court does not inquire into disputes. It inquires into the way in which disputes have been tried and decided since a dispute is to be decided by the trial court and not in the Appeal Court.”

Available:  Chief Adebiyi Olafisoye v. Federal Republic Of Nigeria (2004)

Mobil Oil Nigeria Ltd v. Akinfosile (supra) where Fatayi Williams, JSC (as he then was) said at page 221: “As we have earlier pointed out, the agreement (Exhibit A) did not leave the duration of the contract at large. In fact, it is clearly stated in clause 3(b) thereof that either party could terminate it merely by giving one month’s notice. In our view therefore, the only damages which with justification could be said to have area out of the peremptory termination of the Agreement by me defendant/applicant is that resulting from their failure to give the plaintiffs/respondent one month’s notice. In other words it is to be determined by what he would have earned had he been given due notice.”





I must say that brief is not the place to enumerate grounds of appeal and their particulars. They belong exclusively to the Notice of Appeal; not the brief. Parties take issues which deal with the grounds of appeal in their briefs. In other words, grounds of appeal start and end their journey in the Notice of Appeal and issues which reflect the grounds are argued in the brief. – Niki Tobi, JSC. Oladeji v. Breweries [2012]

It is good law that parties, the owners of their cases, are in the best position to know their claims or reliefs and the courts cannot go outside the claims or reliefs in search for other clams or reliefs not before them. The role of a court of law is to adjudicate on the claims or reliefs placed before it by the parties. A claim or relief is made at the trial court and this is in the pleadings. – Niki Tobi, JSC. Oladeji v. Breweries [2012]

The straightforward answer is that decisions of English courts or any foreign court are not binding on Nigerian courts. – Niki Tobi, JSC. Oladeji v. Breweries [2012]


Where there is a contract regulating any arrangement between the parties, the main duty of the court is to interpret that contract to give effect to the wishes of the parties as expressed in the contract document. – Niki Tobi, JSC. Oladeji v. Breweries [2012]

However, where the meaning of words used is not clear, the court will fall back on the intention behind the words.Above all, it is not the function of a court of law to make agreements for parties or to change their agreement as made. – Niki Tobi, JSC. Oladeji v. Breweries [2012]

At times when counsel distinguishes cases to the minutest and infinitesimal way they do, I chuckle. While I can hardly blame them, considering their professional sentiments for the case of their clients, some of the distinctions are without distinction or difference. Factual distinctions or differences in cases can only avail a party when they are germane or material to the stare decisis of the case. I say this because stare decisis which means to abide by or adhere to decided cases, as a policy of courts to stand by precedent, is based on a certain state of facts which are substantially the same and here the word is substantially. This means that the facts that give rise to the principle of stare decisis are the material facts, devoid of or without the unimportant details. This also means that the facts need not be on all fours in the sense of exactness or exactitude. And I must say here that there can hardly be two cases where the facts are exactly the same, and the doctrine of stare decisis which has been built by the judicial system over the years does not say that the facts must be exactly the same. And so there could be inarticulate differences which will not necessarily be a poison in or to the application of the doctrine. One major criterion in the determination of the matter is that the facts of the previous case are major, substantial, and material to the facts of the current case begging for the application of the previous case. Before the application of the previous case, the Judge should ask a question: Could the court have arrived at the decision but for the particular facts or could the court have arrived at a different decision in the absence of the particular facts? An unequivocal answer to the above double barrel question will pave the way for the applicability or inapplicability of the doctrine. – Niki Tobi, JSC. Oladeji v. Breweries [2012]

Available:  John Nwachukwu v. The State [1986]

The case may have one ratio decidendi. As a matter of fact, most cases have more than one ratio decidendi. Ratio decidendi is tied to material facts and not just facts which are peripheral or intangible. In our legal practice, counsels make use of ratio decidendi that will be of use to their client’s case, in the sense of giving their clients victory. It is the duty of the Judge to examine the totality of the case and arrive at the appropriate or correct ratio decidendi in the case. – Niki Tobi, JSC. Oladeji v. Breweries [2012]

Having carefully perused the pleadings of the parties herein as well as the evidence produced at the trial in support of their respective cases, I have not seen therein any where the facts of a contract of bailment are made out nor evidence of same given by parties on record. It is therefore apparent that the issue of contract of bailment was raised suo motu by the court below without calling on the parties to address it on same before basing its decision to set aside the award in issue thereon. It is settled law that it is not for the court to make a case of its own or to formulate its own from the evidence before it and thereafter to proceed to give a decision based upon its own postulation quite separate from the case the parties made before it. – Onu, JSC. Oladeji v. Breweries [2012]




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