The Plaintiff, a Romanian Company engaged in the business of exportation of motor vehicles and spare parts from Romania reached an agreement on 18/10/69 with a company incorporated in Nigeria - Continental Motors and Engineering Company Ltd. (hereinafter referred to as the Nigerian buyer) to sell to the latter various motor vehicles and spare parts (hereinafter referred to as the goods). Written agreements were entered into as to the manner the Nigerian buyer was to pay for the goods. For the purpose of this case the relevant agreement that was entered into in May, 1971 stipulates that the 3rd Respondent - National Bank of Nigeria would give 100% cover or guarantee to the Plaintiff for the credit granted to the Nigerian buyer. It was agreed that 20% of the value of the goods would be paid for within six months of the delivery of the goods to the Nigerian buyer and the balance of 80% was to be paid within two years of delivery. The balance of 80% was to attract 5% interest per annum. The 3rd Respondent on 4/5/71 and 27/6/70 duly gave to the Plaintiff written guarantees for the credit extended to the Nigerian buyer. The Appellant shipped goods worth US$9,314,565.58 to the Nigerian buyer. The Nigerian buyer defaulted in its obligation to pay for the goods.

On 2-10-72, an extra-ordinary Resolution was passed winding up the Nigerian buyer. The Plaintiff in an effort to recover the value of the goods shipped to the Nigerian buyer from the 3rd Respondent under the deeds of guarantee instructed its solicitors to wind up the 3rd Respondent bank. Meanwhile, the 3rd Respondent appointed the 1st -Respondent as the Receiver/Manager of the Nigerian buyer. In the attempt to avert being wound up, the 3rd Respondent agreed to pay the sum due to the Plaintiff for the goods sold to the Nigerian buyer. The 3rd Respondent actually paid a substantial portion of the amount due leaving a balance of $1.7 million. Some of the assets of the Nigerian buyer were acquired by the 2nd Respondent. The assets were worth US $1.7miIIion. On 20-5-95, a meeting was held between the Plaintiff, 1st, 2nd and 3rd Respondents. A written agreement was reached as to the manner the outstanding sum of$1.7million was to be liquidated through the issuance of three bills of exchange. The bills were later issued but not in the manner agreed. The bills were dishonoured upon presentment. The 2nd Respondent agreed that it was indebted to the Plaintiff for $1.7million.

The trial Judge found the 2nd Respondent liable to the Plaintiff. The trial Judge awarded N1,089,743.50 against 2nd Respondent but dismissed the claim as against the 1st and 3rd Respondents.

The 2nd Respondent appealed and the Appellant also cross appealed against the dismissal of the claim against 1st and 3rd Respondents. The 2nd Respondent's appeal to the Court of Appeal was struck out.

The Appellants cross-appeal against the refusal of trial judge to find 1st and 3rd Respondents jointly liable with the 2nd Respondent was dismissed by the Court of Appeal.

The Appellant further appealed to the Supreme Court.