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  • Royal Ceramics Ltd v. F. Stephens Supply Co. Ltd
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  • 2004-05-03
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Royal Ceramics Ltd v. F. Stephens Supply Co. Ltd

ROYAL CERAMICS LTD.

V

F. STEPHENS SUPPLY COMPANY LTD.

COURT OF APPEAL

( ABUJA DIVISION )

GEORGE ADESOLA OGUNTADE, JCA ( Presided )

IBRAHIM TANKO MUHAMMAD, JCA

ALBERT GBADEBO ODUYEMI, JCA ( Read the Lead Judgment )

CA/A/2/2001

TUESDAY, 10TH JUNE, 2003

CONTRACT - Contracting parties - Liability of in the event of a breach -  Extent of

CONTRACT - Written contract - Provisions of - Whether extrinsic evidence can be used to alter or add thereto

COURT - Appeal court - Whether can substitute its own view of facts for that of trial court

DAMAGES - Special damages - Need to particularly plead and prove

PLEADINGS - Bindingness of on parties

Issues:

1. Whether the court below was right to hold that the oral discussions for the supply of talc between the plaintiff and the defendant/appellant is the concluded, binding and legally enforceable contract between the parties in view of the L.P.O.

-  exhibit  4.

[2004]  All F.W.L.R           Royal Ceramics Ltd. vs. F. Stephens Supply Co. Ltd.                 209

2.               Whether or not the learned trial Judge was correct in his judgment that the local purchase order dated 3/9/96 (exhibit 4) was not the only contract between the plaintiff/respondent and defendant/appellant in this appeal.

3.               Whether the finding of the learned trial Judge that the plaintiff took the loan of N1.6m and the sum of N15,360,000.00 awarded to the plaintiff/respondent as interest on the said N1.6m are correctly made having regard to the law, pleadings and evidence adduced at the trial.

4.               (a) Whether the various reliefs/items of awards constituting the judgment sum of N22,735.50 awarded to the plaintiff/ respondent in respect of its claims, fully set out at page 110 of the record (lines 15 - 24) are within the contemplation of the legally enforceable contract entered into between the parties.

(b) If the answer to the above is in the affirmative, whether the plaintiff adduced satisfactory evidence in proof of the said items of award.

5.               Whether on a dispassionate and calm appraisal of the plaintiff’s/respondent’s further and further amended statement of claim and the evidence adduced, the plaintiff/respondent’s evidence is not at variance with the pleadings.

6.               Whether or not the entire judgment can be supported having regard to the pleadings, facts proved and the weight of evidence.

Facts:

The respondent herein as plaintiff caused a writ of summons to be issued against the appellant in the Suleja Judicial Division of the Niger State High Court, claiming a declaration that the appellant’s oral termination or revocation of the contract in writing dated 3/9/96 vide a local purchase order for the supply of Talc Lumps valued at N2.5 million by the respondent to the appellant is wrongful, improper and constitutes a breach of contract. It was the respondent’s case that a consultant of the appellant company approached the respondent company for the supply to the appellant of Talc Lumps for a total value of N5 million, the commodity being a raw material used by the appellant company for manufacturing some products in its factory situate at Suleja.

Consequent upon the agreement, an interview was arranged between a director of the respondent and officials of the appellant. As a result of the discussions the appellant issued an LPO in favour of the respondent. It was in the course of the performance of the contract between the parties that a dispute arose.

The respondent claimed that the LPO was the first in a series which was orally agreed to be issued by the appellant in its favour and that in the course of his performing his obligations under the said LPO the appellant unilaterally committed a breach on the pretext that it had received other offers from suppliers to take N2,000 per metric ton of talc instead of the N2,500 which respondent was charging.

Respondent equally claimed that it was within the contemplation of the agreement between the parties that it should acquire a mine and grade an 8 kilometer road to have access to the mine. In consequence of the alleged breach respondent therefore claimed under series of head of claim such as loss of anticipated profits, cost of grading 8km road, cost of securing mining lease, loss of anticipated profit from full exploitation of the mine occasioned by the breach, interest and general damages that these claim arose naturally and directly from the breach by the appellant and that they are consequences forseable from the breach.

Appellant denied that it was under any agreement with respondent to acquire a mine, open it up with an access road or answerable for any financial commitment entered into by the respondent with third parties other than to pay for any items in the local purchase order delivered to its premises in the term of the LPO. Appellant equally denied being in breach of the contract and for any damages therefor.

At the conclusion of the trial, the trial court gave judgment for the respondent and allowed all the claims of the respondent except the one for loss of anticipated profit from full exploitation of the mine. The trial court equally awarded both special and general damages as well as cost in respondent’s favour.

Being dissatisfied, the appellant has appealed to the Court of Appeal.