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  • F.G.N. v. Zebra Energy Ltd
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  • 2003-02-17
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F.G.N. v. Zebra Energy Ltd

1.      THE FEDERAL GOVERNMENT OF NIGERIA

2.      THE PRESIDENT OF THE FEDERAL REPUBLIC OF NIGERIA

3.      ALHAJI RILWANU LUKMAN

( THE PRESIDENTIAL ADVISER ON PETROLEUM AND ENERGY)

4.      DR.ABOKI ZHAWA

( PERMANENT SECRETARY, MINISTRY OF PETROLEUM RESOURCES)

5.      DR. W. F. DUBLIN GREEN

( DIRECTOR, DEPT. OF PETROLEUM RESOURCES )

6.      DR. CHRISTOPHER KOLADE

( CHAIRMAN, PANEL OF REVIEW OF CONTRACTS, LICENCES AND APPOINTMENTS)

7.      ATTORNEY-GENERAL OF THE FEDERATION

V

ZEBRA ENERGY LIMITED

SUPREME COURT OF NIGERIA

SALIHU MODIBBO BELGORE, JSC ( Presided )

IDRIS LEGBO KUTIGI, JSC

UTHMAN MOHAMMED, JSC ( Read the Lead Judgment )

AKINTOLA OLUFEMI EJIWUNMI, JSC ( Dissented )

EMMANUEL OLAYINKA AYOOLA, JSC

SC. 268/2001

FRIDAY, 13TH DECEMBER, 2002

ACTION - Action likely to engender dispute on facts - Commencement of by way of originating summons - Impropriety of

CONTRACT - Acceptance - Acceptance which proposes some indulgence in favour of the offeree - Whether amounts to a counter-offer

CONTRACT - Acceptance - Unqualified acceptance - Whether concludes an agreement in course of negotiation - How determined

CONTRACT - Breach of contract - Anticipatory breach - Where arises Options open to innocent party - Consequences of failure to accept same by the innocent party

CONTRACT - Interpretation of contract - Duty of court not to consider narrowly

CONTRACT - Offer - Acceptance of - How demonstrated

CONTRACT - Offer - Offer made subject to condition - Consequences of

CONTRACT - Offer - Offer to enter a unilateral contract - When accepted

CONTRACT - Offer - Offer which contains terms of prospective contract Nature and Consequence of

CONTRACT - Performance - Contract in which time is of the essence Extension of time within which to perform same - Effect

CONTRACT - Termination of - Decision to terminate a contract - Motive or reason therefor - Relevancy of

CONTRACT - Terms of contract - Whether a condition in the technical sense that entitles a party to rescind - How determined

COURT - Duty on not to consider interpretation of contract narrowly

FAIR HEARING - Whether the appellants in the circumstance of this case were denied fair hearing

INTERPRETATION - Interpretation of contract - Duty of court not to consider narrowly

PRACTICE AND PROCEDURE  - Trial - Essence of

PRACTICE AND PROCEDURE - Originating summons - Purpose of Impropriety of commencing an action likely to engender dispute on facts by way of

PRACTICE AND PROCEDURE - Procedure - What amounts to - Need for court not to be shackled by procedure

PRACTICE AND PROCEDURE - Writ of summons - Originating summons -  Distinction between

STATUTE - Provisions of a statute - Compliance therewith - Whether mandatory

STATUTE - Public Officers (Protection) Law, Cap. 379, Laws of Federation 1990 - ‘Public Officer’ or ‘any person’ in public office used thereunder - Meaning of

WORDS AND PHRASES - ‘Public Officer’ or ‘any person’ in public used under Public Officers (Protection) Law, Cap. 379, Laws of Federation

1990 -  Meaning of

Issues:

1.            Does the trial court possess jurisdiction to entertain this suit in view of the Public Officers Protection Act, Cap. 379, Laws of the Federation of Nigeria 1990?

2.            Was the Court of Appeal right in affirming the refusal to allow the appellant to use the counter-affidavit and did this not amount to a violation of the appellants’ right to fair hearing?

3.            Was there an existing contract between the parties as at 8th July, 1999?

4.            Was the Court of Appeal right in affirming the trial court’s holding that the provisions of the Petroleum Act Cap. 350, LFN 1990 applied in the circumstance of this case?

5.            Did the 6th appellant’s panel violate the principles of natural justice  and the rules of fair hearing in this matter?

6.            Was the Court of Appeal right in affirming the judgment of the trial court which granted reliefs either not sought or claimed or which were inappropriate in the circumstance?”

Facts:

The respondent, by a letter dated 24/11/98 applied for an allocation of Oil Prospecting License (OPL ) 248, 249 and 250. On 8/3/99, the appellants through the 4th appellant offered the respondent OPL 248 under some conditions amongst which is that “you pay the statutory fees listed in ( i) and (ii) and confirm the acceptance of this offer within 30 days of the date of this letter, (if the amount due is not paid by that date) i.e. 7th April 1999 , the acreage may be relocated without further reference to you)”. The respondent accepted the said offer and paid for the fees stipulated in the offer. In response to a letter written by the respondent for further clarification on the breakdown of payment, the appellants wrote and extended the payment of bonus and reserve value to three months from the date of award and allowed payment to be made in two instalments. After the payment of the first instalment, the appellants extended the period of the payment of second instalment to a period of 45 days with effect from 1st June, 1999.

By a letter dated 8th day of July, 1999 during the period of extension of the payment of the second instalment, the 4th appellant withdrew the allocation of the OPL in accordance with the recommendation of a panel chaired by the 6th appellant. Consequently, the respondent filed an originating summons praying the court amongst other reliefs for a declaration that the purported withdrawal of the OPL is invalid. The trial court however granted the reliefs of the respondent.

The trial court in granting the reliefs of the respondent made some material findings as follows:

(1)         There was a binding contract between the parties there being an offer by the appellants to the respondent and an acceptance by the latter.

(2)         There was no evidence to the effect that the allocation to the respondent was vitiated by fraud or irregularity.

(3)         The revocation of the licence by the ministry before the grace period of 45 days was not done in good faith.

(4)         The respondent was not given a fair hearing by a panel set up by the government before the allocation to it was revoked.

Dissatisfied with the ruling of the trial court, the appellants appealed to the Court of Appeal. The Court of Appeal agreed with the findings of the trial court and dismissed the appellants’ appeal. The appellants have now appealed to the Supreme Court.