In 1976, the plaintiff company contacted the defendant company for a loan of N420,000.00 to set up a printing factory. At the request of the defendant company, the plaintiff company submitted a feasibility report. As a result of this report the defendant company offered to grant to the plaintiff company a loan of N420.000.00 for the venture subject to the conditions stipulated in the offer.
The offer was accepted by the plaintiff and after satisfying all the conditions stipulated therein, the defendant refused and failed to honour its own side of the obligations. As a result of that breach the plaintiff, as per its paragraphs 18 and 19 of the statement of claim in an action filed in the High Court of Justice Calabar claimed against the defendant company as follows:
PARTICULARS OF DAMAGE
SPECIAL DAMAGE
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1
Appraisal Fee... 2,100.00
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2
Appraisal Fee... 2,100.00
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3
Stamp duties on increased share capital...2,850.00
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4
Filing fee - increased share capital 85.00
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5
Solicitor's charges...700.00
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6
Insurance premium...2,757.40
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7
Cost of factory building...335,150.00
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8
Security cost from September, 1978 to February, 1980 (18 months) 1,080.00
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9
Valuation by Out Udofa & Partners. 2, 700.00
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9a
Appraisal Fee... 2,100.00
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9b
Stamp Duty on Legal Mortgage. 2, 720.75
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10
Loss of profit from April, 1978 to date at N322,838.04 per annum as per the document entitled "Uwa Printers (Nigeria) Limited." 45,676.08
TOTAL ... N1, 000, 000.00
GENERAL DAMAGE
General Damage N1, 000, 000.00
At the end of the trial, the learned trial Judge made among other findings, the following:
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1
"That there was a contract is admitted and indeed cannot be denied because of the overwhelming supporting evidence. See the evidence of the P.W.1 produced above plus the evidence of the D.W.1."
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2
"All the pleading and subsequent submission on Waiver, Novation and Variation inferred from the pleadings are quite attractive but I found as a fact that the defendant by its conduct had consented to them. As a matter of fact the Plaintiff got the Defendant fully involved at every stage in his desperate bid to produce exercise books."
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3
"The overwhelming evidence in this case is that the original parties were never effectively replaced by any other party. The defendant's obligation to the Plaintiff was therefore never extinguished. As a matter of fact, both attempts at Novation failed. The attempt to get the Barclays Bank to lend the money collapsed. Likewise, the attempt to get Spicers to commission the machine flopped because the Defendant could not make the necessary payment. (See again the evidence of the P.W.8 -S.O. Ashara) I must likewise find as a fact that both attempted arrangements towards either novation or variation of the contract still remained the only agreement enforceable between the parties. There is no other evidence before me to show that the Defendant even had any intention whatsoever of lending the said money,"
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4
"(2) In cases of breach of contract the aggrieved party is only entitled to recover such part of the loss actually resulting as was at the time of the contract reasonably foreseeable as liable to result from the breach."
He finally awarded the plaintiff damages and costs as follows:
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1
Special Damages - N999,900.00
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2
General Damages - N500,000.00
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3
Costs - N2,000.00"
The Defendant company, being aggrieved by the trial Court's decision, lodged an appeal in the Court of Appeal, Enugu Division which partly allowed the appeal and reduced the damages and costs awarded to the plaintiff from N1,499.900.00 and N2,000.00 to N41,992.75 and 1,000.00 respectively. The plaintiff has now appealed to this court against the judgment of the Court of Appeal.
