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CaseLaw

Afr. Con. Seaways Ltd V. Nig. Dredging Rd & Gen works (1977) CLR 5(a) (SC)

Judgement delivered on May 31st 1977

Brief

  • Enforcement of contract
  • Specific performance
  • Injunction
  • Agent of undisclosed principal
  • Ultra vires
  • Issues not raised by parties

Facts

The appellants by their plaint filed at the Federal Revenue Court on 24th April, 1974 claimed against the respondents:-

  • a
    "A declaration that there is a valid and subsisting agreement between the plaintiff and the defendant whereby the plaintiff is entitled to 53,500 shares in the defendant's company.
  • b
    Specific performance of the said agreement by executing a formal deed of transfer of the said shares to the plaintiff.
  • c
    An injunction to restrain the defendant from transferring the said shares or any part thereof in any manner prejudicial to the plaintiff's interest."

The case derives its life from a mass of documentary evidence in the form of correspondence exchanged between the parties and these will be set out in this judgment as, and when relevant.

The plaintiffs, hereinafter referred to as appellants, are a limited liability com¬pany registered in Nigeria. The defendants, hereinafter referred to as respondents, are also a limited liability company registered in Nigeria.

The It would appear that as the result of a meeting between the accredited repre-sentatives of the two companies sometime in May, 1973 wherein the possibility of the appellants purchasing some of the respondents' shares was discussed and a suit was subsequently filed for the enforcement of a contract between them whereby B accept to sell 53,500 of its shares to A for valuable consideration. A also claimed for specific performance of the contract and an injunction. The court after hearing evidence dismissed the claims giving two grounds for so doing, namely:

  • a
    The fact that company B was the agent of a disclosed principal a third party and
  • b
    The fact that the performance of the contract as framed was ultra vires company B and the Companies Decree. No.51 of 1968.

On appeal it was argued that the issue of the agent of a disclosed principal was taken up by the court itself and not raised in the pleadings of the parties and that the question of ultra vires did not arise as an alternative mode of performance was stipulated in the contract.

Issues

  • 1
    Can a court pronounce upon issues not formulated by the parties...
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