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Lagos State Development and Property Corporation & Anor. v. Nigerian Land And Sea Foods Ltd (1992)

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⦿ CASE SUMMARY OF:

Lagos State Development and Property Corporation & Anor. v. Nigerian Land And Sea Foods Ltd (1992)

by PaulPipar

⦿ PARTIES

APPELLANTS

1. Lagos State Development and Property Corporation;
2. Roadside Engineering And Foundry Limited

v.

RESPONDENT

1. Nigerian Land And Sea Foods Ltd

⦿ CITATION

(1992) LPELR-SC.98/89;
(1992) (Pt. 243)620

⦿ COURT

Supreme Court

⦿LEAD JUDGEMENT DELIVERED BY:

Olajide Olatawura, JSC

⦿ LAWYERS WHO ADVOCATED

FOR THE APPELLANT

– Mr. Olufote (For the 1st Appellant. Not Present)
– D. Olowoyeye (For the 2nd Appellant)

FOR THE RESPONDENT

– Mr. Adeniji

⦿ FACT

The action which has now culminated in this appeal was originally between the respondent as plaintiff and the 2nd appellant as defendant. It was on 3rd October 1980 that the 1st Appellant was joined as 2nd defendant.

It is not disputed that the 1st defendant took a lease of a parcel or portion of land from the 2nd defendant for a term of 90 years. This lease was admitted in evidence as Exhibit B. It was an industrial lease dated 19th March 1974 and registered as No.75 at page 75 in Volume 1448 of the Register of Deeds kept at Lagos State Land Registry. The plaintiff later approached the 1st defendant for a sub-lease. Arrangement was reached and there was a document prepared as a sublease for a term of 40 years but without the consent of the 2nd defendant. It was this absence of consent that really led to the action filed by the plaintiff. The document between the plaintiff and the 1st defendant was admitted in evidence as Exhibit E. The plaintiff before the consent was sought had started building operations on the land granted it and which land forms part of Exhibit B.

Available:  American Cyanamid Company v. Vitality Pharmaceuticals Ltd. (1991)

It came to light during the trial that though everything necessary to be done by the plaintiff was done, a director of the 1st defendant’s company wrote the 2nd defendant through Exhibit L dated 27th June 1980 that the consent being sought by 1st defendant was not in the best interest of the Board of the Company on the ground that the company itself would like further expansion of its workshop.

The 2nd defendant relied on this Exhibit L and no consent was given. Consequently the plaintiff issued a writ of summons.

⦿ ISSUE

1. Can specific performance be ordered against either party i.e. the appellants in this case?

2. What is the measure or amount of damages if any that can be awarded should the respondent fail on specific performance?

⦿ HOLDING

1. On issue 1, the Supreme Court gave judgement in favour of the Appellant. It stated further:

“The evidence led justified this observation. Is there any privity of contract between the 1st appellant and the respondent? The answer is No. Privity of contract is a common law doctrine. Generally only parties to a contract can enforce the contract. I, therefore agree with the Court of Appeal that there is no privity of contract and estate between 1st appellant and the respondent.”

Available:  Alhaji Yinusa Daudu v. Nigerian National Petroleum Corporation & Ors (1998)

“The 1st appellant though had knowledge never gave its consent which is required under clause 2(f) of Exhibit B. It therefore follows that the order for specific performance of an agreement between the respondent and 2nd appellant cannot be made against the 1st appellant.”

“There is that absence of mutuality which is a prerequisite condition in an action for specific performance, there must be a valid contract between the parties before an order for specific performance can be claimed. Specific performance is an equitable remedy based on the discretion of the Court, and it is generally ordered where “damages will be inadequate to meet the justice of the case”: Beswick v. Beswick (1968) A.C. 58-88. Mutuality must be available to either party at the time of the contract.”

“If consent has been granted by the first appellant, then an action for specific performance can be decreed against the 2nd appellant, this is not the position.”

“If the 2nd appellant failed to discharge his obligation to obtain consent from 1st appellant before subletting to respondent, an action for specific performance, as the subsisting agreement between the appellants has not been complied with, [and] must fail.”

“With regard to the counter claim i.e. for recovery of possession, this claim must succeed. The respondent can no longer be in possession since there has been no valid consent by the 1st appellant to the proposed sub-lease and more so when the order for specific performance has been refused.”

Available:  Oyebamiji & Ors. v. Iyabo Afusat Lawanson & Ors. (2008)

⦿ REFERENCED

⦿ SOME PROVISIONS

⦿ NOTABLE DICTA

Privity of contract is a common law doctrine. Generally only parties to a contract can enforce the contract. This general principle is stated with great lucidity in Dunlop Pneumatic Tyre Co. Ltd. v. Self ridges & Co. Ltd. (1915) A.C. 847. – Olajide Olatawura, JSC. Lagos State Development and Property Corporation & Anor. v. Nigerian Land And Sea Foods Ltd (1992)

There is that absence of mutuality which is a prerequisite condition in an action for specific performance, there must be a valid contract between the parties before an order for specific performance can be claimed. Specific performance is an equitable remedy based on the discretion of the Court, and it is generally ordered where “damages will be inadequate to meet the justice of the case”: Beswick v. Beswick (1968) A.C. 58-88. Mutuality must be available to either party at the time of the contract. – Olajide Olatawura, JSC. Lagos State Development and Property Corporation & Anor. v. Nigerian Land And Sea Foods Ltd (1992)

A party who wants the Court to order the specific performance of a contract must comply with its terms. No Court of law should give an order that will enable a party to a contract to breach the contract. – Olajide Olatawura, JSC. Lagos State Development and Property Corporation & Anor. v. Nigerian Land And Sea Foods Ltd (1992)

End

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