The facts which led to the litigation resulting in the above declarations arose from the contract to build the Ita-Osu Market Complex in Ijebu-Ode. Plaintiff is a Building Contractor. An advertisement in the Daily Times Newspaper, on the 27th December, 1979 invited tenders for the construction of Ita-Osu Market, in Ijebu-Ode. Plaintiff applied, and was supplied with the Bill of Quantities and other relevant documents. Plaintiff tendered for the construction of the Ita-Osu Market in the sum of N2,760,540.99 and was awarded in contract in a letter dated 4th February, 1980 from the consult¬ing Architectures to the appellant, Afolabi Kuku Associates. Plaintiff a week thereafter signed a formal document with the appellant on the 11th February 1986 respondent claimed and the learned trial Judge found that on the instruction of the consulting Architects he mobilised men, materials and machine for the formal turning of the first sod on the 12th February, 1980. Respondent claimed to have made advance payments for building material headed part of the site, erected sheds, negotiated insurance policy and approached the National Bank of Nigeria Ltd., for a loan for the project.

During the period of the tender, respondent intimated the 1st defendant was arranging with a Brazillian Company - Certia Commierio Extoraca Importaca of Sao Paulo, hereinafter referred to as CERTIA, to undertake the execution of the contract as a joint venture.

Soon after the signing of the Agreement on the 11th February, 1980 they appears to have been some misunderstanding not traceable to the events leading to the contract. The turning of the first sod scheduled for the 12th February, 1980 was postponed indefinitely. Respondent wrote to the appellant in a letter dated May 27, 1980 complaining that appellant had failed to respond to the letter conveying inter alia, the terms on which the National Bank of Nigeria Ltd., was prepared to grant him a loan of N2.5m. On its own part, appellant on the 23rd June, 1980 wrote to the respondent complaining of the non-compliance by the respondent with certain fundamental term of the contract and stating that it was prepared to wait patiently till 30/6/80 for the joint venture to regularise all irregularities. In its reaction to this letter respondent informed appellant that the letter of the 23/6/80 had been forwarded to his solicitors for consideration.

The next episode began with a letter dated 2nd July, 1980 written by the appellant terminating the contract with the respondent on the ground that the respondent had failed to perfect the conditions of the award of the con¬tract. On the 13th August, 1980, respondent, as plaintiff, issued a writ of summon against the 1st defendant, now appellant, claiming from him, as subsequently amended, declaration that the ter¬mination of the contract was wrongful and it constituted a breach of contract and special and general damages. Pleadings were filed and served. In respect of its claim for general damages the plaintiff pleaded in error in paragraph 16 of its statement of claim that "the plaintiff anticipates a net profit margin of 20% of N2,552,108.00 of the contract on successful completion of the con¬tract" instead of "the plaintiff anticipates a profit margin of 20% of the con-tract price (amounting to N2,552,108) on the successful completion of the contract."

The trial Judge adjourned for judgment to 30th June, 1983. However judgment was not delivered on that day. On the 27th July, 1983, the learned trial Judge, requested counsel to the parties to address him further on issues he considered very relevant to the cause of action. On the 4th August, 1983 counsel addressed the court and judgment was delivered on the 21st October, 1983. The court found for the plaintiff and declared the termination of the contract wrongful and a breach of contract. Awards of N25,000 general damages and N18.433.23 special damages were made in favour of the plaintiff.

The Court of Appeal varied the High Court's award of N25.000 general damages and in its stead it awarded N2,552,108 as representing the profit which the plaintiff would realise from the contract as established with cer¬tainty by the plaintiff.