The 2nd Respondent - a German Company, appointed the 2nd Appellant, as its only Agent for the purpose of procuring contracts for the installation of Traffic Lights in the Federal Capital Territory, Abuja (Traffic Light Project). Both parties, entered into a written Agreement dated 30th November 1992 and 1st December, 1992 respectively. (See pages 111 to 115 and 116-119 of the Records). The two Agreements, provided for arbitration in respect of any dispute that may arise between the parties relating to the interpretation of the said Agency Agreements (See Clause 18). By the two Agreements, the 2nd Respondent, agreed to pay the 2nd Appellant, a remuneration of 35% (thirty-five percent) of the contract price procured by the 2nd Appellant.

The 2nd Appellant, procured contracts from the Federal Capital Development Authority (hereinafter called "the FCDA") and especially, the contract for the installation of Traffic Lights at 64 Junction, Abuja which was for the sum of N176,839,780.00 (one hundred and seventy-six million, eight hundred and thirty-nine thousand, seven hundred and eighty naira) which was later, reviewed upwards to N505,779,424.50 (five hundred and five million, seven hundred and seventy-nine thousand, four hundred and twenty-four naira, fifty kobo) less withholding tax and VAT. The FCDA, was to effect payment in four installments. The 1st installment of the sum ofN70,73 5,912.00 (Seventy million, seven hundred and thirty-five thousand, nine hundred and twelve naira), was paid by the FCDA. In terms of or in compliance with the said Agreements, the 2nd Respondent, paid the 2nd Appellant, the sum of N24,757,569.20 (Twenty-four million, seven hundred and fifty-seven thousand, five hundred and sixty-nine naira twenty kobo).

A dispute later arose between the parties as a result of the 2nd Respondent, concealing from the 2nd Appellant, of relevant documents and the payment by the FCDA of the pending sum of N439,090,342.80 (Four hundred and thirty-nine million, ninety thousand, three hundred and forty-two naira eighty kobo) viz AIE No. BD/398/96. Clauses 3 and 4 respectively of the Agreements, had provided thus:

In other words, the dispute, was whether the 2nd Appellant, was entitled to any further payments of the said agreed remuneration. The 2nd Appellant, took out a suit at the High Court of Lagos

It need be stated that the 2nd Respondent did not file any process, but agreed to settle the matter amicably out of Court. In consequence, terms of settlement, were agreed upon, prepared and signed by the parties and their respective counsel and subsequently, filed in Court. Consent judgment, was entered by Famakinwa, J.

After the Consent judgment, the FCDA, paid the 2nd installment of N314,572,275,66 (Three hundred and fourteen million, five hundred and seventy-two thousand, two hundred and seventy-five naira, sixty-six kobo) out of the said balance of N439,090,342.80 as stated on the said AIE No. BD/398/96 leaving a balance of N124.518.067.14 (one hundred twenty-four million, five hundred and eighteen thousand, sixty-seven naira, fourteen kobo) outstanding yet to be paid by the FCDA. The 2nd Respondent paid the 35% (thirty-five percent) i.e the sum of N110,100,296.50 (One hundred and two million, one hundred thousand. two hundred and ninety-six naira fifty kobo) to the 2nd Appellant.

The cause of the proceedings leading to the instant appeal, was the concealment by the 2nd Respondent from the 2nd Appellant, the payment by the FCDA to the 2nd Respondent, the 3rd installment of the sum of N71,169,942,32 (Seventy-one million, one hundred and sixty-nine thousand, nine hundred and forty-two naira thirty-two kobo).

The Appellants, apart from instituting two separate actions to claim the 35% (thirty-five percent) share of the said contract sum - i.e the 3rd Install mental payment, applied by Motion on Notice, for Attachment and/or Garnishee proceedings seeking for four (4) orders of the trial High Court by virtue of the Consent judgment. The application came up before Rhodes-Vivour, J. (as he then was). The issue before His Lordship, was whether the said sum of N71,169,943.32 paid as the said 3rd installment, through an AIE voucher in 1997, was once and for all payment after the said Consent judgment. While the Appellants asserted that the said payment, was the 3rd installmental payment for the said project, the 2nd Respondent, claimed and maintained that the said payment, was for a separate contract for the said project. After both counsel for the parties had addressed that Court, in a considered Ruling delivered on 22nd April, 1999, the learned Judge, found specifically and as a fact at page 105 of the Records, that the basis of the Consent judgment, was the said two Agreements of the parties. That the said sum of N71,169,943,32, was actually paid to the 2nd Respondent who lodged it in the 3rd Respondent's Bank. That the sum of N773,990.80 (Seven hundred and seventy-three thousand, nine hundred and ninety naira, eight kobo), should be paid to the 2nd Appellant forthwith by the 3rd Respondent/Cross-Appellant.

The 1st and 2nd Respondents, dissatisfied with the said Ruling appealed to the Court of Appeal, Lagos Division. They also, filed an application for stay of execution pending the hearing and determination of on 12th October, 1999, the Court below, in a considered granted unconditionally, the application for a stay of execution with the said Ruling, the Appellants appealed to the Supreme.

In respect to the instant appeal to this Court, after the parties had filed and exchanged Briefs in the Court below that heard arguments from the parties, on 10th May, 2000, the Court of Appeal allowed the appeal and held in the main, that paragraph/Clause 4 of the said Consent judgment, did not apply to the payment of the said N71,169,943.32 such that one could hold that by force of the said Consent judgment, the 2nd Respondent, was bound to pay the 2nd Appellant, the said sum of N24,909, 480.11 representing 35% of the payment under the said Clause 4.

Dissatisfied with the said judgment, the Appellants, have appealed to the Supreme Court.