CaseLaw
Uwah V. Akpabio (2014) CLR 2(g) (SC)
Judgement delivered on February 21st 2014
Brief
Facts
This is an appeal against the decision of the Calabar Division of the Court of Appeal (hereinafter referred to as the lower court) delivered on the 18th April, 2007 affirming the judgment of the Akwa-lbom High Court sitting at Uyo (hereinafter referred to as the trial court) in suit No. HU 368/97 delivered on 28th March, 2003. The respondents herein as plaintiffs commenced the suit seeking the following reliefs:
The appellants as defendants at the trial court filed a defence and in their counter-claim sought the following reliefs:
At the end of the trial, the learned trial judge found for the plaintiffs and dismissed defendants' counter-claim. Dissatisfied, the defendants appealed to the court below which court affirmed the trial court's judgment. Still dissatisfied, the appellants have now appealed to this Court. The facts on the basis of which the appeal is brought are stated hereinunder.
The parties to this appeal, by Exhibit "1", created the partnership that established and ran the Mfon Abasi Nursery/Primary School at Nwut Usiong Itam in Itu Local Government Area of Akwa-lbom State. This was in 1982. The 1st appellant was made the chairperson of the Board of proprietors while the 2nd appellant was the Secretary of the Board and Principal of the School. The initial capital of the partnership was provided in equal shares by the appellants and the respondents who in terms are entitled to equal share of the venture's profits and loss. The school attracted many students and tremendous patronage.
Having agreed, upon the insistence of the appellants, to dissolve the partnership, the partners in December, 1994 engaged the services of Oyouko S. Oyouko, a legal practitioner, to supervise the dissolution in a manner that would be fair and equitable to all. Appellants and respondents met on 6th May, 1995 and agreed to sell the school, the subject matter of the partnership. The right of purchase of the school was to open to the general public only after the partners' failure to exercise the right of purchase/refusal which was theirs in the first instance. Mr. Uyouko whom by agreement of the partnership in an earlier meeting had been made a signatory to the partnership accounts, ensured, see Exhibits "21" and "33", that each partner had filled, signed and submitted to him a questionnaire without disclosing to the others what answers the particular partner provided in the questionnaire. Uyouko Esq. did not disclose the answers in the questionnaires to the partners either.
The purchase price to an interested partner of 5.5 million naira was fixed by the partners themselves. Any partner wishing to buy the school, it was further agreed, was to submit a written bid along with a 3 million naira deposit in bank draft to Uyouko Esq. not later than 17th May, 1995. Deposits of less than 3 million naira would not be binding. The bid was to be made open to the general public at the expiration of the 17th May 1995 deadline allowed any partner who wished to purchase the school. Whatever such a partner who was unable to meet the deadline deposited was to be refunded to him. All these terms are contained in the minutes of the partnership meeting of the 6th of May 1995. The minutes, Exhibits "3" and "4", were signed by the appellants, respondents and Oyouko Esq., their solicitor, too.
At the 20th May 1995 partnership meeting, the partners were notified that the appellants who had indicated their desire to buy the school were yet to deposit the sum as and when agreed. Uyouko Esq. informed the partners that, as a result, he had thrown the bid open to the general public. 1st appellant pleaded that time be extended to 27th May 1995 to enable them pay the 3 million naira minimum deposit before the bid was made open to the general public. The respondents agreed. Unknown to the respondents, the appellants by the 27th May, 1995 had paid nothing. They paid 1 million naira instalmentally beginning from 20th June, 1995, a fact conveyed to the respondents by Uyouko at a meeting the partners held on 5th August, 1995. The respondents rejected the development and by Exhibit "16" instructed that the appellants who were in breach of the agreement the partners made on the sale be refunded the money they paid and the school be sold by Uyouko to the general public. Uyouko, by Exhibit "5" of 28th August, 1995, conveyed this instruction to the appellants.
Thereafter, the partnership persisted. Meetings were held by the partners who continued to share profits from the School. 1st and 2nd appellants, see Exhibit "8" resumed their positions as Chairman and Secretary of the Board of proprietors and the Principal of the school respectively. The partners however removed Uyouko Esq. as signatory to the school's accounts and terminated his services to the partnership.
The appellants insisted in the meetings the partners held between 20th May and 20th September 1997, that the partnership had been dissolved and having purchased it, they owned the School. Respondents reacted by commencing Suit No. HU/368/97 at the trial court against the appellants. The appellants defended the action. They also had their counter-claim. The trial court's decision in favour of the respondents and the dismissal of the appellants' counter-claim was affirmed by the court below. The instant appeal is against that court's judgment to this Court.