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JUDGMENT Introduction & Claims 1. The Claimant commenced the action against the Defendants by a General form of Complaint and other accompanying processes filed on the 22/11/12. It subsequently filed an amended Statement of Facts dated 14/11/14 but filed on the 18/11/14 in which it sought the following reliefs - 1. An Interpretation of the Separation Package Agreement dated the 7/10/08; the Share Purchase Agreement reputedly dated the 20/3/09, with its relevant amendments and the Collective Agreement made on the 1/4/09 to determine which of the Defendants is obliged by virtue of the said Agreements, to pay the sum amounting to or represented by the 12.5% shortfall in the agreed separation payout of the members of the Claimant. 2. A Declaration that the members of the Claimant in the employment of the 1st Defendant as at the 23/3/09 are entitled to receive the sums constituting the 12.5% increment schedule of Remuneration Increase made thereunder between the Claimant and the 1st Defendant (Chevron Oil Nigeria Plc as it was then known). 3. An Order directing the Defendants or any of them found to be so obligated, to forthwith pay to the members of the Claimant in the employment of the 1st Defendant as at 23/3/09 the sums amounting to or represented by the 12.5% short-paid to them upon the implementation of the Separation Package Agreement, Share Purchase Agreement and the Collective Agreement for 2009-2010 respectively. 2. The 1st-3rd Defendants filed their statement of defence along with all requisite processes on 9/1/13. On 27/2/13, Claimant filed a Reply to the Statement of Defence of the 1st-3rd Defendants. 4th Defendant filed its amended statement of defence dated 23/6/17 and filed on 29/6/17. 5th Defendant on the other hand filed its statement of defence on 5/3/14. Case of the Claimant 3. The Claimant opened its case on 16/07/14 and called one Mr. Clement Ukachukwu Ofoegbu who testified as CW1 as its sole witness. Witness adopted his deposition dated 22/11/12 as his evidence in Chief and tendered 22 documents which were admitted in evidence and marked Exh C1- Exh C22. 4. The case of the Claimant as revealed by its Statement of fact and witness’ Evidence in Chief is that, the Claimant is a Registered Trade Union under the Trade Union Act, CAP T 14, LFN, 2004 formed for the purpose of catering for and protecting the interest and welfare of all Senior Staff, who are its members in companies and Organizations operating in Petroleum and Natural Gas Industry in Nigeria. The crux of this matter is that sometimes in 2007, there was negotiation by the 4th Defendant for its divestment from its downstream operations in Nigeria, which operations were constituted in its subsidiary known as Chevron Oil Nigeria Plc; that Claimant’s members with other Stakeholders and the Management of Chevron Oil Nigeria Plc did also negotiate a separation package agreement for the benefit of its employees, including the Claimant’s Members; that by the Separation Package Agreement dated 7/10/08 i.e. Exh. C 1 1-5, the terms of separation payout to employees was worked out and agreed upon between the parties for implementation upon the divestment of the 4th Defendant from Chevron Oil Nig Plc and that the commencement of the Separation Package Agreement was made contingent upon the consummation of the Sale and a Share Purchase Agreement made thereon; that there was also an agreement between the Claimant and the Management of Chevron Oil Nig Plc and other stakeholders to the Separation Package Agreement that the terms thereof would be governed by the Collective Bargain Agreement applicable in the year of consummation of the sale of the company i.e. 2009; that the said Collective Bargain Agreement though concluded on 01/04/2009 was to take effect from January, 2009 to December 2010 and it was agreed in this Collective Agreement that the Claimant’s members would receive an increment of 12.5% in the Total Annual emolument over and above what was paid under the 2007-2008 Collective Agreement; that the negotiation constituting the Collective Agreement had commenced with the former management of Chevron Oil Nig Plc in 2008 with the understanding that the outcome would form the basis for the Separation Package pay out and also employee remuneration for 2009-2010. 4. It was the case of the Claimant that on 23/03/09, the Managing Director of Chevron Oil Nigeria Plc in person of Mr. Reuben Half livid called a Town Hall Meeting with its employees including the Claimant's members and the Management Team from the 2nd and 3rd Defendants headed by one Alhaji Sayyu Idris Dantata were equally present wherein Mr. Half livid informed everyone at the meeting that the 3rd Defendant had fulfilled all the terms of the Share Purchase Agreement and that he has been instructed by the 3rd Defendant to introduce the Management team constituted by the 2nd & 3rd Defendants as the new owners of the Company and the Management would fully implement the terms of the Separation Package Agreement; that the name of the Company was subsequently changed to MRS Oil Nig Plc i.e. 1st Defendant on 02/12/2009; that in May, 2009, the 1st Defendant commenced the implementation and pay out of Exh C1 of the amount due to employees upon this payout; that it was observed by the Claimant's members that there was a short fall in the payment of the Separation Package payout which was occasioned by the non-implementation of the increment in employees remunerations collective agreement for 2009-2010 concluded between the Claimant and the 1st Defendant on 01/04/09; that upon a complaint lodged by the Claimant on behalf of its members as to their entitlement to the payment of the 12.5% short-fall, the 1st -3rd Defendants on one hand and 4th Defendant and the 5th Defendant have been shifting the obligation to pay same on one another; that the sum due to the Claimant’s members is =N=779.595.580.00 (5,296,165.63 dollars) which is the 12.5% shortfall in the Separation Package payout and that it is unfair labour practice on the part of the Defendants to deny the Claimant's members their duly agreed entitlements under the Separation Package Agreement. 5. Under Cross Examination, CW1 stated that the 12.5% claimed by the Claimant represents the short fall in the payment of the Separation Package and of their terminal benefits; that it is the benefit due to the employees of the 1st Defendant as at 23/03/09; that the Separation Package was negotiated for all union members of the 1st Defendant and that it is not true that non unionised members were also entitled to the separation package; that this action is instituted for the Claimant's members only; that the list of members of the Claimant is attached to the amended statement of facts; that the members were forcefully disengaged by the 1st Defendant; that as at the date of this action, members of the Union were no longer employees of the 1st Defendant; that as Branch Chairman of the Claimant at 1st Defendant he has the authority to represent these members; that the salary before the negotiation of the Separation Package was contained in the Collective Bargaining Agreement of 2007-31st December 2008 though not before the Court and that the Separation Package Agreement was negotiated before the Collective Bargain Agreement of 2009-2010; that the Management of the 1st Defendant, PENGASSAN and NUPENG negotiated the Separation Package Agreement; that the CBA 2009/2010 was completed on 1st April, 2010; that he does not have the minutes of the meeting of 1/4/09; that there was an Agreement to pay 12.5% at the time of negotiating and that the 12.5% increase in payout was part of the negotiated agreement; that the 2nd & 3rd Defendants were involved in the negotiation for the Separation Package Agreement and Collective Agreement of 2009/2010 and that One Musa Yahaya represented the 2nd & 3rd Defendants at the Negotiation. 6. According to the testimony of the witness, the settlement sum which was about 42,000,000 Dollars was paid to the Claimant's members who are beneficiaries; that the amount was paid into a Bank account which was handled by Board of Trustees; that members of the BOT were Management, representatives of the beneficiaries and representatives of the Union; that he is aware of the Share Purchase Agreements between the Defendants but that the Claimant was not party to it; that the Union did not go on strike to stop the Share Purchase Agreement and that separation package was the entitlement of the employees. 7. While being cross examined by the learned Counsel to 4th & 5th Defendants, CW1 testified that he knew the 1st Defendant as a public company which has always been a going concern; that it has its own Board of Directors; that Shareholders of 1st Defendant might change from time to time but 1st Defendant would continue to exist; that he knows a company called Chevron Nigeria Holdings Ltd but that he is not aware that it is now called MRS Africa Holdings Ltd; that the 2nd & 3rd Defendants hold 60% shares of the 1st Defendant; that he is aware that the 4th Defendant sold 100% of its shares in Chevron Nig Holdings Ltd to the 3rd Defendant and that the shares of the 4th Defendant was in Chevron Oil Nigeria Plc. Witness added that he had personal knowledge of the facts deposed to in his statement on oath; that his testimony is that the 4th Defendant held 60% of the shares of the 1st Defendant and sold same to 2nd & 3rd Defendants; that he did not know how those shares were sold; that he knew there was a Share Purchase Agreement; that he saw a copy of it filed in Court; that payment of Separation Package was not recorded in the Separation Package Agreement; that as at 17/3/09, the Union had opened negotiation on salary increase for 2009-2010 Collective Bargain Agreement; that wage reopener in Exh. C3 refers to the Collective Bargain Agreement that started 2009 - 31st December 2010; that there was a discussion for increase in wages under 2009/2010 CBA at the meeting held on 17/3/09; that the evidence is contained in Exh. C3; that after 17/3/09 another meeting was held on 18/3/09; that there were minutes of meeting of 18/3/09; that he does have not a copy of that minutes; that the new Management took over the 1st Defendant on 21/3/09; that the CBA 2009/2010 took effect from 1/1/09 to expire on 31/12/10 and that the Schedule of Remuneration was signed on 1/4/09. Case of the 1st-3rd Defendants. 8. The 1st-3rd Defendants opened their case on 4/7/16 and called one Mary Charles-Onum. She adopted her witness deposition on oath filed on 1/7/16 as her evidence in chief and tendered 6 documents which were admitted in evidence and marked Exh. CO1-Exh. C06. 9. The case of the 1st -3rd Defendant is that the Separation Package Agreement is related to, connected with and arose from the sale and purchase of the shares of Chevron Oil Nigeria Plc that the sale and purchase of the shares of Chevron Oil Nigeria Plc was consummated through a Share Purchase Agreement dated 16th September, 2008 wherein Chevron Africa Holding Ltd (4th Defendant) who was at all times the holder of 60% equity interest in Chevron Oil Nigeria Plc sold and transferred all its shares and interest in Chevron Nigeria Holdings Ltd to the 3rd Defendant; that subsequently the 3rd Defendant became the majority shareholder and operator of Chevron Oil Nig. Plc (Now MRS Oil Nig Plc, 1st Defendant); that the Separation Package was conceived, formulated and implemented as part of the share sale transaction as a social plan for the benefit of permanent employees in the payroll of Chevron Oil Nig Plc as of the date of the Separation Package Agreement dated 7th October, 2008; that by a letter of Agreement dated 16th September, 2008, the 4th Defendant proposed and the 2nd and 3rd Defendants agreed that for the purpose of securing such a settlement, the 4th Defendant will assume the cost of payment by Chevron Oil Nig. Plc of a one-off exceptional payment (the ''settlement amount'') to the employees of Chevron Oil Nig Plc and the closing of the share sale transaction was conditional upon the Settlement Amount being negotiated and definitely agreed with and accepted by Claimant and other relevant unions and employee representatives of Chevron Oil Nig Plc; that pursuant to the terms of the letter of Agreement dated 16th September, 2008, Chevron Oil Nig Plc (under the management, control and ownership of the 4th & 5th Defendants and without the involvement of the 2nd & 3rd Defendants) negotiated and agreed a definite Settlement Amount with the Claimant and other unionized and management employees of Chevron Oil Nig Plc in the form of a Separation Package contained in the Separation Package Agreement dated 7th October, 2008 signed by Chevron Oil Nig Plc, the Claimant and NUPENG; that by letter of Agreement dated 11th November, 2008, the 3rd & 4th Defendants agreed to amend the Share Purchase Agreement dated 16th September, 2008 by adding new clauses 6.5, 6.6 and 6.7 thereto to provide among other things that the 3rd Defendant shall pay into an account of Chevron Oil Nig. Plc the Naira equivalent of US $42, 369,325 to fund the social plan (settlement amount) agreed in the Separation Package Agreement dated 7th October, 2008 ( the ''protocol''). 10. It was the case of 1st-3rd Defendants that the negotiation of the Collective Agreement 2009-2010 was commenced and concluded with the former management of Chevron Oil Nig. Plc which at the material time was under the control and ownership of the 4th & 5th Defendants and that the new management of Chevron Oil Nig Plc under the control of the 2nd & 3rd Defendant were not privy to the alleged understanding and are not bound by it and that any alleged understanding is at best a mere understanding and not an agreement capable of enforcement; that the pay out to employees under the Separation Package Agreement dated 7th October, 2008 was negotiated based on the total amount emoluments of the employees contained in the Collective Agreement (2007-2008) operative at the time of the negotiation (which expired on 31st December, 2008) and at no time was it understood or agreed that it would be based on collective agreement (2009-2010), which had not and has not come into force to date. Chevron Oil Nig Plc (under the management and control of the 4th & 5th Defendants and without the involvement of the 2nd & 3rd Defendants) had several meetings with members of the Claimant to negotiate a new collective agreement for 2009-2010 and the negotiation was concluded on or about 17th March, 2009 prior to the conclusion of the sale and transfer of Chevron Oil Nig Plc to 3rd Defendant on 20th March, 2009 and the assumption of management of the Company on 23rd March, 2009; that in the unlikely event that the Collective Agreement (2009-2010) is enforceable, which is not admitted, the 2nd and 3rd Defendants are not parties to the Collective Agreement and there is no privity of contract between the Claimant and 2nd and 3rd Defendant; that to the extent that the Collective Agreement (2009-2010) is enforceable, which is denied, any right and benefit arising from it is not available to and cannot be extended to disengaged employees who are no longer in the payroll of the 1st Defendant as they are no longer members of the Claimant and the Claimant has no locus standi to claim on their behalf and that these employees include but are not limited to the 20% of the unionized employees (Option A employees) separated from the Company from day one of coming into effect of the Separation Package Agreement and 96 employees (Option B employees) disengaged on 5th March, 2012. 11. Under cross examination by the learned Counsel to the Claimant, DW1 stated that she was employed on 1/6/08 as Administrative Assistant, West Africa; that she was assisting the Managing Director and other West African Managers; that a year after she transited to 1st Defendant; that she was not a party to Exh. CO1; that she was not involved in the Separation Package Agreement mentioned; that she was a member of the Claimant but not an official; that she was a member by virtue of her position as a staff of the 1st Defendant; that Exh. C1 came in October while Exh. CO1 came in September; that she could not remember the initial closing date for the share sale transaction; that she was among the workers that agitated; that she could not remember the final closing date for the share sale transaction; that Exh. C4 is the document she referred to in paragraph 15 of her oath; that the executive of the Claimant negotiated the agreement with the mandate of all members; that she now works for 1st Defendant; that when she transited to the 1st Defendant she was paid separation package; that she does not know if the Claimant Union was satisfied with the payout paid; that she was happy with the payout to her but does not know if she was satisfied with the payout and that she was seeing the document shown to her in Court for the first time. 12. DW1 while being cross examined by the learned Counsel to the 4th & 5th Defendants testified that 1st-3rd Defendants are related entities; that 1st Defendant is her employer; that she knows Chevron Nigeria Holdings Limited; that the company still bears its name; that 1st Defendant was formerly called Chevron Oil Nigeria Plc; that 1st Defendant and Chevron Oil Nigeria Plc are one and the same entities; that a shareholder holding 60% of the 1st Defendant sold its holdings to another company and the name of the 1st Defendant was changed; that shares of the 1st Defendant are listed on the Stock Exchange and has independent Board of Directors; that she does not know if 4th & 5th Defendants ever held shares directly in the 1st Defendant; that she does not know if the 2nd & 3rd Defendants conducted due diligence before executing Exh. CO1; that Exh. C3 was the minute of meeting to negotiate Collective Agreement for 2009-2010; that she could not remember when the current Management of the 1st Defendant took over; that she does not know when the issue of wage was reopened; that she could not remember if the Collective Bargaining Agreement for 2009-2010 had been implemented; that it is correct to say that 3rd Defendant provided the funds for the payment made under the Separation Package Agreement entered into between the 1st Defendant and the Claimant as directed by the 4th & 5th Defendants. Case of the 5th Defendant 13. The 5th Defendant opened its case on 8/08/2017 and called one Oladimeji Ojo, a legal practitioner as DW2. He adopted his witness deposition on Oath filed on 12/2/2016 as his evidence in chief and did not tender any Document. The case of the 5th Defendant in brief is simply that it is not a party to the Separation Package Agreement and the Collective Bargaining Agreement entered into between the Claimant and the 1st Defendant either directly or indirectly and hence not bound by the contents. 14. Under cross examination by the learned Counsel to the Claimant, the witness states that he does not work for the 5th Defendant but a counsel in the team representing the 5th Defendant and that his evidence in Chief is not of his professional opinion. While being cross examined by the learned Counsel to the 1st-3rd Defendants the witness states that the 5th Defendant has some association with the 4th Defendant but that he does not know the level of that association; that the 4th Defendant was previously a shareholder in the Company called Chevron Nigeria Holdings Ltd which is not a party in this suit; that Chevron Nigeria Holding Ltd used to hold 60% of the Shares of the 1st Defendant and that he is not aware of what Chevron Nig Holdings Ltd has done or not done with its 60% shares of the 1st Defendant; that he is aware that the 1st Defendant no longer holds shares in Chevron Nig. Holdings Ltd; that he does not know if the 5th Defendant is a parent company of the 4th Defendant and Chevron Nig Holdings Ltd, or that the 5th Defendant divested its interest from the 1st Defendant in April, 2009 and that he is also neither aware of Exh. C2 nor any response from the 5th Defendant to Exh C16. Case of the 4th Defendant 15. The 4th Defendant opened its case on 18/9/17 and called one Oladimeji Ojo as DW3. He adopted his witness deposition on Oath filed on 29/6/17 as his evidence in Chief and tendered 2 documents which were admitted in evidence and marked Exh 001 & Exh. 002. The case of the 4th Defendant in brief is simply that it is not a party to the Separation Package Agreement and the Collective Bargaining Agreement entered into between the Claimant and the 1st Defendant either directly or indirectly and hence not bound by the contents. 16. While being crossed examined by Claimants' Counsel, DW3 testified that he was never a member of the Claimant; that he was never a member of any of the Defendants; that he was not a party to any of the agreements; that he was not present at any discussions leading to any of the agreements; that it is not correct to say that his testimony in this case is his professional opinion; that he has no interest in the case beyond putting across relevant document; that Hamid Abdulkareem is one of the Counsel to the 4th Defendants and alive; that he does not remember the initial close of the Purchase Agreement; that he also does not remember the actual closing date; that he does not know of any amendment to the Share Purchase Agreement; that he does not remember the date 4th Defendant divested its investment in Chevron Holdings Limited and that the 4th Defendant does not hold shares in the 1st Defendant. 17. Under cross examination by Counsel to the 1st-3rd Defendants, the witness stated that he is not aware of what other name the Separation Package Agreement was called; that Doc. C22 is 1st Defendant document; that he does not know if the Social Plan is the same as Separation Package; that he is not aware of the negotiation of separation package; that he is not aware that negotiation of separation package took place; that he is not aware that that negotiation led to Separation Package Agreement because negotiation continued to 2009; that he does know the separation package agreement dated 7/10/09 was amended; that he is aware that between 3rd and 4th Defendants a certain sum called Settlement Amount was agreed; that he could not remember the exact figure; that he believed the 3rd Defendant paid the said Settlement Amount as agreed with 4th Defendant; that he does know if ownership and control of 1st Defendant was passed to the 3rd Defendant after payment of the settlement amount; that he does not know if the Settlement Amount was a one off payment; that he does not know if the settlement amount was part of the terms and conditions of employment of the employees who were members of the Claimant. Final Written Addresses of Counsel 18. At the close of trial and consequent upon the direction of the Court, learned Counsel on either side filed their final written addresses. 19. Learned Counsel to the 1st-3rd Defendants filed a 50-page final written address dated 16/1/18 on 17/1/18. Counsel set down the following 4 issues down for determination - 1. Whether this honourable Court lacks jurisdiction to hear and determine this matter on the ground that -a. there is no privity of contract between the 2nd & 3rd Defendants and the Claimant in relation to the Share Purchase Agreement, the Separation Package Agreement and the Collective (2009-2010) and b. the Claimant has no locus standi to bring this action on behalf of disengaged employees of the 1st Defendant who are no longer members of the Union. 2. Whether upon a true and proper interpretation of the Share Purchase Agreement and Letter Agreements, the Separation package Agreement and the Collective Agreement 2009-2010 there was no agreement by the 1st-3rd Defendants to apply the salary increment (whether 155 or 12.5%) in the 2009-2010 Collective Agreement in the computation of the Severance Package/Settlement Amount. Accordingly, there is no shortfall (whether 12.5% or any amount) in the Severance Package/Settlement Amount paid to the employees. 3. Assuming without conceding that there was an agreement by the 1st-3rd Defendants to apply the salary increment (whether 15% or 12.5%) in the 2009- 2010 Collective Agreement in the computation of the Severance Package/Settlement Amount, whether the Claimant has proved the sum amounting to or represented by the 12.5% shortfall as required by law. 4. Assuming without conceding that the Claimant has proved the quantum of the shortfall, whether 1st-3rd Defendants are not liable for the shortfall on the following grounds - a. the Separation package Agreement and Collective Agreement 2009- 2010 not binding on the 1st-3rd Defendants or enforceable by the Claimant against the 1st-3rd Defendants having not satisfied the conditions precedent for their enforcement. b. 1st Defendant were agents of a disclosed principal (4th & 5th Defendants)and cannot be personally liable for the shortfall. c. by the combined reading of Clauses 6.5, 6.6, 6.7 and 6.8 of the Share Purchase Agreement as amended by the Letter Agreement dated 20/3/09, the 1st- 3rd Defendants have limited their liability arising from the share purchase transaction to the payment of the Settlement Amount and no more. 20. In arguing these issues, learned Counsel submitted that there is no privity of contract between the Claimant and the 2nd & 3rd Defendants in relation to the Share Purchase Agreement, the Separation Package Agreement and the Collective Agreement 2009-2010 and that Claimant cannot sue on the basis of these contracts; that the parties to the Share Purchase Agreement are 4th Defendant as Seller, 3rd Defendant as Purchaser, 2nd Defendant as Guarantor and Petrochi Holdings who is not a party to the suit and that the agreement cannot impose any obligation on the 1st Defendant (MRS Oil Nigeria Plc or Chevron Oil Nigeria Plc, as it then was) to make good any shortfall in the payment of the Settlement Amount/Separation Package. Respecting the Separation Package Agreement & Collective Agreement, Counsel submitted that the parties to these agreement are the Claimant and 1st Defendant (which at the time of the execution of the Separation Package Agreement was called Chevron Oil Nigeria Plc); that none of the parties to the Share Purchase Agreement are parties to the Separation Package Agreement; that only parties to an agreement can sue on it and that the fact that 2nd & 3rd Defendants are related entities or affiliates to 1st Defendant does not make them liable for the debts and obligations of the 1st Defendant as all the three companies are separate and distinct persons citing Marina Nominees Limited v. F.B.I.R (1986)2 NWLR (Pt. 20) 40. Counsel prayed the Court to so hold. 21. Counsel submitted further that this Court lacks jurisdiction to entertain this suit on the ground that the Claimant has no locus standi to bring this action and claim on behalf of disengaged employees of the 1st Defendant who are no longer members of the Union; that as at 1/4/09 at least 20% of the members of the Claimant were no longer staff of the 1st Defendant and the rest had been disengaged before the date of the commencement of the action and that there is no evidence of membership of the Union shown by the Claimant as required citing Aghata N. Onuorah v. Access Bank Plc (2015)55 NLLR (Pt. 186) 17 & Akindoyin v. Union Bank of Nigeria Plc (2015)62 NLLR (Pt. 217) 259. Counsel prayed the Court to declare the suit incompetent. 22. On issue 2, Counsel submitted that upon true and proper interpretation of the SPA, the Share Purchase Agreement, the letter agreement and the Collective Agreement 2009-2010 there was no agreement by 1st-3rd Defendants to apply salary increment (whether 15% or 12.5% in the 2009-2010 Collective Agreement in the computation of the Severance Package/Settlement Amount and that there is no 12.5% shortfall in the Severance Package/Settlement Amount paid to the employees; that there was no agreement between the Claimant and the 1st - 3rd Defendants that the terms of the Separation Package Agreement would be governed by the Collective Agreement 2009-2010; that there was no agreement or understanding during the negotiation of the Collective Agreement 2009-2010 that the outcome of the negotiation will form the basis of not only of employees remuneration for 2009-2010 but also of the Separation Package Payout; that the position of the law is that any employee that claims any entitlement from his employer has to prove his entitlement to the benefits and how he arrived at the quantum of the sum he is claiming citing Mr. Mohammed Dungus & Ors. v. RNL Consortium Limited (2015)60 NLLR (Pt. 208) 39; that a combine reading of the Share Purchase Agreement as amended by the letters agreement, the Separation Package Agreement and the Collective Agreement 2009-2010 revealed among others that nowhere is it provided that the parties will consider and apply the 12.5% increment in the salaries of the employees of Chevron Oil Nigeria Plc agreed in the Collective Agreement 2009-2010 in the computation of the Settlement Amount and that nowhere in the Separation Package Agreement is it provided that there was agreement that the terms of the Separation Package Agreement would be governed by the Collective Agreement 2009-2010 or that payment of the separation package or the one-off exceptional payment social plan, Naira Good Faith Payment would be based on the 12.5% increment in the salaries of the employees of Chevron Oil Nigeria Plc agreed in the Collective Agreement and that it is well settled that where no evidence supports the existence of an agreement, then such agreement will have no effect on a person who rebuts being a party to and/or having knowledge of same citing Adeyemi v. Lan & Baker (Nig.) Limited & Anor. (2000)7 NWLR (Pt. 663) 33. Counsel prayed the Court to so hold and resolve this issue in favor of the 1st-3rd Defendants. 23. On issue 3, learned Counsel submitted that Claimant's claim for the sum of =N=779,595,580 being the Naira equivalent of $5,296,165.63 due to its members representing the 12.5% shortfall in the separation payout being a monetary claim is akin to a claim in the nature of special damages and to succeed it must be pleaded specifically and proved strictly citing NNPC v. Klifco Nigeria Limited (2011)LPELR-2022(SC); that Claimant ought to plead and particularise its claim for =N=779,595,580 but that all that Claimant did was to simply allege in its paragraph 39 of the Amended Statement of Facts that the sum due to its members representing the shortfall was =N=779,595,580 being the naira equivalent of $5,296,165.63; that this is not sufficient to meet the standard of specially pleading special damages as required by law; that it is not known how the Claimant arrived at the figure and the template used and that Claimant failed to discharge the burden placed on it to be entitled a grant of this head of claim. 24. Respecting issue 4, learned Counsel submitted that the Separation Package Agreement and Collective Agreement 2009-2010 have not met the basic legal requirements to make them enforceable; that both exhibits are not valid and enforceable contracts; that Separation Package Agreement did not meet the certain conditions to make it a binding contract; that it lacks offer, acceptance, considerations and intention to create legal relationship; that the Separation package Agreement was not supported by any consideration by the Claimant and cannot be validated by past consideration citing Faloughi v. Faloughi (1995)2 NWLR (Pt. 384) 434; that the Separation Package Agreement executed by the Claimant, 1st Defendant and NUPENG have the nature and features of a collective bargaining; that they are not legally binding not having created legal relations citing Osoh v. Unity Bank Plc (2013)9 NWLR (Pt. 1358) 1 at 8; that collective agreement is not enforceable unless it is incorporated into the individual contracts of employment of the employees and at least 3 copies have been deposited with the Federal Ministry of Labour within 30 days from its execution and the Minister has made an order that all or part of the agreement shall be binding on the parties citing Section 2(1) & (3), Trade Disputes Act; that none of the employees or the Union is a party to the agreement and therefore cannot confer rights upon the employees or the Union to sue the 1st Defendant on it for any alleged shortfall in the payment of the Settlement Amount and that to the extent that what gave life to the Separation Package Agreement and the Collective Agreement is the Share Purchase Agreement, the principle of privity of contract prohibits the Claimant from proceeding against the 1st Defendant to make good any alleged shortfall in the payment of the Settlement Amount as the 1st Defendant is not a party to the Share Purchase Agreement and the agreement cannot impose any obligation on the 1st Defendant to pay the alleged 12.5% shortfall. 25. Learned Counsel submitted further that under the Share Purchase Agreement, Seller's Group was defined as Seller and its Affiliates including Chevron Oil Nigeria Plc (1st Defendant) and as at the date of closing (23/3/09) 1st Defendant was deemed to be part of the Sellers Group this is because 4th & 5th Defendants were the directing mind of the Chevron Oil Nigeria Plc (1st Defendant); that whatever action that was taken by the 1st Defendant was taken as agent of the 4th & 5th Defendants. Finally, learned Counsel submitted that by a combined reading of Clauses 6.5, 6.6, 6.7 and 6.8 of the Share Purchase Agreement as amended by the Letter Agreement dated 20/3/09, the Purchaser and Purchaser Group (i.e 1st-3rd Defendants) have limited their liability arising from the share purchase transaction to the payment of the Settlement Amount only and nothing more. Counsel urged the Court to dismiss the case of the Claimant as against the 1st - 3rd Defendants with substantial cost on full indemnity basis. 26. The final written address of the 4th Defendant was dated and filed on 14/6/18. In it Counsel set down 3 main issues for determination as follows - 1. Whether in the absence of an employee-employer relationship between the aggrieved members of the Claimant and 4th Defendant, the Claimant's claim can be sustained by this Honourable Court. 2. Whether in the absence of privity of contract between the Claimant and the 4th Defendant with regard to the Separation Agreement and the Collective Bargaining Agreement, the claim ought not to be dismissed as against 4th Defendant. 3. Whether the 4th Defendant can be liable for any alleged shortfall due to the Claimant's members under the Separation Agreement by virtue of its previous status as an indirect shareholder of the 1st Defendant or the Seller under the Share Purchase Agreement. 27. Counsel submitted that a contract of employment is the basis of an employment relationship, the bedrock of employee's case and the Court cannot look outside the contract in determining the entitlement of an employee citing Union Bank of Nigeria Limited v. Edit (1993)4 NWLR (Pt. 287) 288 & Amodu v. Amode (1990)5 NWLR (Pt. 150) 356 at 373; that based on the totality of the facts and evidence led there is no contract of employment between the Claimant and the 4th Defendant to be entitled to sue the 4th Defendant for purported employment-based entitlements due to its members; that the only allegation is that a contract of employment existed between Claimant's members and the 1st Defendant and that it was for the same reason that the Collective Bargaining Agreement (Exh. C1) & the Separation Package Agreement (Exh. C4) were executed as employers of Claimant's members; that 4th defendant could not have been party to these agreements and that there can be no way for the Claimant to make claims against 4th Defendant. Counsel prayed the Court to so hold. 28. On issue 2, Counsel pointed out that the case of the Claimant is premised on 3 agreements - Exh. C1, Exh. C4 & Exh. C01; that Claimant is not a party to the Share Purchase Agreement between the 2nd, 3rd and 4th Defendants and neither did the 4th Defendant assume any obligations to the Claimant and that Claimant is not a party to Exh. C1 & Exh. C4; that all through the facts pleaded nothing is said of the 4th Defendant save in paragraphs 5 & 34 of the amended statement of facts which merely described the 4th Defendant; that throughout the trial no wrong doing whatsoever was found against the 4th Defendant in the oral testimony of the CW1 or any other witness; that all that Claimant has done is to claim jointly and severally against the 4th Defendant without establishing any wrong against the 4th Defendant and that on the basis of the facts there is no privity of contract established with the 4th Defendant citing Owodunni v. Reg. Trustees of CCC (1990)10 NWLR (Pt. 675) 315, Makwe v. Nwukor (2001)14 NWLR (Pt. 733) 356 & Oyibo & Ors. v. MRS Oil Nigeria Plc & Ors (2015)61 NLLR (Pt. 212) 62. Counsel prayed the Court to hold that the Claimant has no case against the 4th Defendant. On whether the 4th Defendant can be held liable for any alleged shortfall due to the Claimant under the Separation Package Agreement by virtue of its previous status as an indirect shareholder of the 1st Defendant or Seller under the Share Purchase Agreement Counsel submitted that shareholding is not a basis for liability; that both 1st and 4th Defendants are separate and legal entities under the doctrine of corporate personality citing Mezu v. Cooperative & Commerce Bank (Nigeria) Plc (2013)3 NWLR (Pt. 1340) 188 and that the Share Purchase Agreement also provides no basis for liability of the 4th Defendant citing paragraphs 16.4 & 16.7 of the Share Purchase Agreement. Counsel urged the Court to hold that any liability arising under the Separation Package Agreement should be borne solely by the parties to the said agreement. 29. The final written address on behalf of the 5th Defendant was dated 14/6/18and filed on 19/6/18. Learned Counsel set down 2 main issues as follows - 1. Whether in the absence of an employee-employer relationship between the aggrieved members of the Claimant and 5th Defendant, the Claimant's claim can be sustained by this Honourable Court. 2. Whether in the absence of privity of contract between the Claimant and the 4th(sic) Defendant with regard to the Separation Agreement and the Collective Bargaining Agreement, the claim ought not to be dismissed as against 5th Defendant. 30. These issues are the same as the first 2 issues raised and canvassed on behalf of the 4th Defendant. The same line of argument and judicial authorities were cited. The same Counsel represent both the 4th and the 5th Defendants in this suit. I propose not to repeat the submissions in this portion of this Judgment. Learned Counsel prayed the Court to dismiss the case of the Claimant as against the 5th Defendant. 31. The final written address on behalf of the Claimant was dated and filed on 28/1/19. learned Counsel set down and canvassed the following 2 main issues - 1. Whether in view of the overwhelming evidence in support of the Claimant's case to wit the Separation Package Agreement dated the 7th day of October, 2008, the Share Purchase Agreement dated 20th day of March, 2009 with its relevant amendments, and the Collective Agreement dated 1st day of April, 2009, the members of the Claimant are entitled to the 12.5% shortfall in the agreed separation pay out. 2. Whether in view of Exh. C1 (Separation Package Agreement dated 7/10/08), Exh. C01 (Share Purchase Agreement dated20/3/09) with its relevant amendments, Exh. C4 (Collective Agreement dated 1/4/09) and Exh. C19 (MRS letter dated 22/7/11) any or more of the Defendants is obligated to pay the 12.5% shortfall in the agreed separation payout. 32. On issue 1, learned Counsel submitted that by the pleadings and evidence led by the Claimant citing Exh. C1, Exh. C01 & Exh. C4 the members of the Claimant are entitled to the 12.5% shortfall in the agreed separation payout; that the essence of an agreement is that parties should be bound by it citing Incorporated Trustees of Nigerian Baptist Convention v. Governor of Ogun State & Ors. (2016) LPELR-41134(CA); that Exh. C1 was made between the 1st Defendant and the Claimant on behalf of members of the Claimant and was to come into effect upon the conclusion of the Share Purchase Agreement - Exh. C01; that in compliance with Articles 16.4 & 16.5 of Exh. C01; 1st Defendant (then Chevron Oil Nigeria Plc) entered into a Collective Agreement - Exh. C4 with the Claimant to the effect that the severance package would be calculated to reflect 12.5% increase of the total annual package of the Claimant's members; that as stated in paragraph 13 of the amended statement of facts, the Collective Agreement entered into between members of the Claimant and 1st Defendant would govern the terms of the separation package and that during the negotiation of the Collective Agreement 2009, an offer which amounts to 12.5% increase of the total annual emolument of the members of the Claimant was made by the 1st Defendant and members of the Claimant agreed to and a Schedule of Remuneration was drawn which was admitted as Exh. C5. Counsel submitted that indeed the Defendants agreed to the fact that there was a shortfall referring to Exh. C16 & Exh. C19; that by the Eligibility Clause of Exh. C1 all permanent employees on the pay roll of the Company as of the date of the agreement were covered and that not being a part of the company during the pendency of this suit does not make members of the Claimant less entitled to the 12.5% shortfall in the sum of =N=779,595,580 that occurred during the separation payout. Counsel submitted that parties are bound by their agreement citing Garba v. Lawal (2013) LPELR-20734(CA) & Williams v. Williams (2014)15 NWLR 244; that it is an unfair labour practice that 1st Defendant will enter into an agreement with the Claimant and look for ways not to completely fulfill its obligation as contained in the Collective Agreement. On the submission of the learned Counsel to the 1st-3rd Defendants that Collective Agreements are gentleman agreement and unenforceable, Counsel submitted that that was the old position of the law; that by Section 254C of the Third Alteration Act, 2010, collective agreements are now enforceable citing National Union of Hotels and Personal Services Workers (NUHPSW) v. Outsourcing Services Limited (2014)40 NLLR (Pt. 121)82 at 103 & CGG v. PENGASSON Unreported Suit No: NICN/ABJ/2014 judgment of which was delivered on 17/3/16; that the 4th Defendant then a majority shareholder in 1st Defendant (then known as Chevron Oil Nigeria Plc) was the controlling mind of the 1st Defendant has the responsibility to sort out its respective proportion of the sums amounting to 12.5% shortfall upon the implementation of the Separation Package Agreement, Share Purchase Agreement and the Collective Agreement for 2009-2010. Counsel prayed the Court to so hold. 33. On issue 2, learned Counsel submitted that in view of the Separation package Agreement, the Share Purchase Agreement with its relevant amendments, the Collective Agreement and the MRS Letter dated 22/7/11 (Exh. C19) any or more of the Defendants is obligated to pay the 12.5% shortfall in the agreed separation payout; that since there is no doubt on the basis of the exhibits before the Court that there was a shortfall, the Court must make available to the Claimant a remedy since right to same has been established; that the Court must accord the exhibits their ordinary meaning citing The Northern Assurance Co. Limited v. Wuraola (1969) LPELR-25562(SC) & Alhaji Tukur v. Government of Gongola State (1989)4 NWLR (Pt. 117) 517; that Claimant has established a right and the Court is bound under the principle of ubi jus ibi remedium to provide a remedy citing Bello v. A-G, Oyo State (186)5 NWLR (Pt. 45). Counsel prayed the Court to resolve this issue in favor of the Claimant. 34. On whether the Claimant has proved its case, Counsel answered in the affirmative; that Claimant has discharged the burden of proof on it on the balance of probability citing Section 134, Evidence Act, 2011; that Claimant has pleaded facts and also led cogent evidence in proof; that on the documents before the Court, it is evident that Claimant has locus standi to institute the action; that the fact of Claimant's members not being in the employment of the Defendants presently does not make the disengaged employees less entitled to the payout because as at when the payment was due, Claimant's members were indeed eligible under the Separation Package Agreement to the tune of 12.5%; that this Court is empowered by Section 254C of the Third Alteration Act to interpret the Separation Package Agreement dated 7/10/08, the Share Purchase Agreement dated 16/9/08 to the extent of the incorporation therein of the Separation Package Agreement which is itself the memorandum of settlement of a dispute between the Claimant and the Management of Chevron Oil Nigeria Plc (as 1st Defendant was then known). Finally, learned Counsel prayed the Court to resolve all the issues in favor of the Claimant and grant all the reliefs as sought. Decision 35. I read and understood all the processes filed by all the parties in this case. I listened attentively in hearing the testimonies of all the witnesses called at trial, patiently watched their demeanor and carefully evaluated all the exhibits tendered and admitted at trial. I also heard the oral arguments canvassed by leaned Counsel for the parties at the stage of adopting their final written addresses. Having done all this, I set down the following issues for the just determination of this case - 1. Whether there was a shortfall of 12.5% or any percentage at all of the payout due to members of the Claimant as at 23/3/09. 2. Whether on a proper construction of the Share Purchase Agreement, the Separation package Agreement and its relevant letters agreement and the Collective Agreement, the Defendants jointly or some of them are liable to pay the 12.5% shortfall in the entitlement of the Claimant's members. 36. A simple summary of the facts of this case, which is undisputed, is that 4th Defendant sold its share holding in the 1st Defendant then known as Chevron Oil Nigeria Plc to the 3rd Defendant. This culminated in the Share Purchase Agreement. At the time of negotiation for the sale of the shares, employees of the 1st Defendant then known as Chevron Oil Nigeria Plc went on strike to stop the transaction. In order therefore to appease the employees and end the strike, 3rd & 4th Defendants agreed to a one off payout to the employees. The sum involved in all was about N=10,464,000,000 as Separation Package to employees of the then Chevron Oil Nigeria Plc. This was outside the employees' contract of employment. It culminated in the Separation Package Agreement - Exh. C1 signed by Chevron Oil Nigeria Plc. and PENGASSON & NUPENG and dated 7/10/08. It is in evidence that a new Collective Agreement was negotiated for 2009-2010 - Exh. C4 which Claimant alleged was agreed to govern the employees remuneration for 2009-2010 and the separation package payout to members of the Claimant. Now an outcome of the Collective Agreement 2009-2010 was an increment of the basic salary of the employees by 15% which Claimant claimed was negotiated to 12.5% as reflected in Exh. C5. The case of the Claimant is that the increment should have been applied but was not applied in the calculation of the employees separation payout. The 12.5% shortfall in the separation package payout which amounts to =N=779,595,580.00 being the Naira equivalent of $5,296,165.63 is what the Claimant is asking the Court to award it for the benefit of its members. All the Defendants denied liability to the sum claimed or any sum at all. 37. Before proceeding to address the issues set down for the just determination of this case, it is imperative that I quickly dispose of the contention of learned Counsel to the 1st-3rd Defendants that this Court lacks jurisdiction to hear and determine this case. The grounds, among others being that Claimant lacks locus standi to bring the action on behalf its members who were no longer employees of the 1st Defendant as at the date of the suit. It suffices to simply state that members of the Claimant did not approach the Court individually for their entitlement. Rather, they all came under the umbrella of Union the Claimant. The fact remains that the rights and entitlement being claimed in this suit accrued to them while in the employment of the 1st Defendant. Thus the fact of their no longer being in the employment of the 1st Defendant is not sufficient to deny them their legitimate or what they considered to be their legitimate entitlement. Secondly, the power to interpret agreements in the nature of Exh. C1, Exh. C4 & Exh. C01 is conferred on this Court by the Third Alteration Act. I accordingly hold that this Court has jurisdiction to hear and determine this case. 38. The first issue for determination is whether there was a shortfall of 12.5% or any percentage at all of the payout due to members of the Claimant as at 23/3/09. The determination of whether or not there is a shortfall of 12.5% or any percentage at all is critical to the case of the parties. While the Claimant averred that there is a shortfall, all the Defendants canvassed otherwise. In order therefore to determine the existence or otherwise of a shortfall it is imperative to examine, peruse and critically evaluate all the evidence led by the parties. When the Claimant opened its case on 27/4/15, it tendered among others the document admitted and marked as Exh. C5 and dated 1/4/09. That was the schedule of remuneration of members of the Claimant. It was part of the outcome of negotiation for the Collective Agreement 2009-2010. The only objection raised as to the admissibility of the exhibit was that of non-compliance with the provision of Section 89 of the Evidence Act. No issue was raised as to its content. By that exhibit, 1st Defendant offered 12.5% increase in the total emolument of members of the Claimant to be effective on 1/4/09. Now was this 12.5% increase taken into consideration in the payment made to members of the Claimant? The answer to this question is found in various correspondences between the 1st-3rd Defendants on the one hand and 4th and 5th Defendants on the other. Exh. C16 was written by the 3rd Defendant on 20/8/10 to the 5th Defendant. It was written at a time when there was already some agitation by members of the Claimant respecting the adequacy of their separation package payout. In paragraph 3 of the exhibit, the Chairman of the 3rd Defendant had stated that - ''The issue at stake is in relation to the amount paid for the settlement of separation package as a result of the sale transaction. You will recall that the payment was a lump amount paid into Union bank of Nigeria account for disbursal to the beneficiaries. You will recall further that prior to the payment, there were issues pertaining to the adequacy of this amount which was never addressed before the conclusion of the sale. It is therefore important that you give this matter urgent attention so that the issue can be resolved and to avoid any possible business interruption''. 39. It is obvious and apparent from the above that the issue of inadequacy of the sum paid for separation package payout was already known and causing some agitation as far back as August of 2010. Both the 3rd and 4th Defendants knew that that issue was outstanding and not addressed before the conclusion of the sale of the shares of the 1st Defendant then known as Chevron Oil Nigeria Plc. 3rd Defendant was to also write Exh. C18 to the 4th Defendant on 28/2/11. In this exhibit, the 3rd Defendant referred to its letter dated 11/2/11 - Exh. C17 and that of NUPENG & PENGASSAN dated 16/2/11. In the 3rd & 4th paragraphs of Exh. C18, the Chairman of the 3rd Defendant said - ''The issue of 12.5% raised by the Unions came about as a result of the remit granted to the management negotiating Team as at the time, which was not at any time disclosed to the Buyer. However, immediately after the take over of the company when the issue was first raised, we wrote to you requesting for the details and the basis of the amount paid into the Separation Package Account for both management and Unions, without which we were unable to determine if the 12.5% was taken into consideration in view of the earlier remit granted for negotiation. Given the aforementioned letter from the unions, it is important that you resolve the issues as soon as possible as the continued subsistence of this claim is adversely affecting employee performance and threatening industrial peace in the company as evidenced in the letter by the unions''. 40. Again and more emphatically, in its letter dated 22/7/11 with the heading Re: 12.5% Shortfall in Payment of Separation Package Agreement Payout to Employees of Chevron Oil Nigeria Plc, the Managing Director of the 1st Defendant (MRS Oil Nigeria Plc) said thus - ''Although it has never been in doubt, we write to re-confirm categorically yet again that, on the basis of the formula agreed in the Separation Package Agreement (SPA) of May 2009, there is indeed a shortfall of 12.5% which is clearly attributable to the non-inclusion of the negotiated 12.5% increase in salaries in line with the 2009-2010 Collective Bargaining Agreement (CBA). We confirm that, the negotiations were duly concluded and signed off on March 20 2009 and April 1 2009 for NUPENG and PENGASSAN respectively, and the same increase of 12.5% was applied for both Unions''. 41. There is no doubt that indeed there was a shortfall in the separation package payout to the Claimant to the tune of 12.5%. That is my finding. The evidence in support of this position is overwhelming. It is trite that documentary evidence is a much more reliable evidence in adjudication. See Osundina & Ors. Awoyale (2018) LPELR) (CA). The available documentary evidence as brought to the fore in this case have lent credence and support to the oral testimonies of CW1 on whether or not there was a shortfall of 12.5% in the separation package payout to the Claimant. See Kimdey & Ors. v M.G. of Gongola State (1988)2 NWLR (Pt. 77) 473. I resolve this issue in favor of the Claimant and hold that there was a shortfall of 12.5% of the payout due to members of the Claimant as at 23/3/09 being the date of the Separation Package Agreement. 42. The second issue for determination is whether on a proper construction of the Share Purchase Agreement (Exh. CO1), the Separation Package Agreement (Exh. C1) and its relevant letters agreement and the Collective Agreement (Exh. C4), the Defendants jointly or some of them are liable to pay the 12.5% shortfall in the entitlement of the Claimant's members. 43. Exh. C1 is the Separation Package Agreement between the 1st Defendant and the Claimant as one of the parties. That agreement was dated 7/10/08. It was entered into at a time when the 60% shares of the 1st Defendant was to be sold by the 4th Defendant to the 3rd Defendant. It was meant to assuage the employees of the 1st Defendant who were bent on industrial action to prevent the success of the share sale transaction. It needs be placed on record as the evidence showed that the 1st Defendant was at this time, though a separate entity, under the control of the 4th Defendant as its majority shareholder and directing mind. It is also correct to say that without this Agreement the sale of shares of the 1st Defendant would not have been successful. Thus, the 1st Defendant is under an obligation to keep its end of the bargain regarding the contents of Exh. C1. The same goes for Exh. C4. Both Agreements were entered into by the 1st Defendant with its workforce. The agreements are not illegal. The agreements were for the interest of the 1st Defendant. The agreements were voluntarily entered into. It is trite that parties must respect the sanctity of agreement voluntarily entered into by them. In the absence of any vitiating element such as fraud or misrepresentation or mistake, the Court will not permit a party to resile from its binding contractual obligations. See A. G Rivers v. A. G. Akwa Ibom (2011) 8 NWLR (Pt. 1248) 31. It will neither be equitable nor in the interest of justice for the 1st Defendant to be allowed to abdicate its responsibility to the Claimant under the agreements respecting the shortfall in the separation package payout. 44. Exh. CO1 is the Share Purchase Agreement by which the 4th Defendant sold its indirect stake in the 1st Defendant (then known as Chevron Oil Nigeria Plc) to the 3rd Defendant. By Exh. C02, both parties agreed to cooperate with one another with a view to assisting Chevron Nigeria in securing a settlement with the relevant Unions and employee representatives of the workforce of Chevron Nigeria of the then current strike. Part of the agreement by the parties under that exhibit is as follows - ''For the purpose of seeking to secure such a settlement, Seller will offer to assume (and if such offer is accepted, will assume) the cost of the payment by Chevron Nigeria of a one-off exceptional payment to the employees of Chevron Nigeria and the associated employer's social charges or contributions thereon (the 'Settlement Amount'). The determination of the amount and conditions of payment of the Settlement Amount shall be decided by Seller alone in its complete discretion''. 45. It was indeed on the basis of the above that the 1st Defendant negotiated and executed Exh. C1. My understanding of the portion of Exh. C02 quoted is that the Seller - 4th Defendant had absolute discretion on how much was to paid for the social plan. Again subsequent to Exh. C02, on 11/11/08 another letter agreement was executed by both the 3rd and 4th Defendants in which new clauses 6.5, 6.6 and 6.7 were provided as follows - ''6.5 Purchaser shall on Closing pay into an account of Chevron Nigeria of which details will be provided by Seller to Purchaser prior to Closing, the Naira equivalent of the sum of US$42,369,325 (using the rate of exchange required by Clause1.2(c) of the SPA) between Chevron Nigeria and NUPENG and PENGASSAN (''the Protocol''). ''6.6. Purchaser shall on Closing day pay into an account of Chevron Nigeria of which details will be provided by Seller to Purchaser prior to Closing, the Naira equivalent of the sum of US$42,546,176 (Using the rate of exchange required by Clause 1.2(c) of the SPA), to fund the social plan agreed between Chevron Nigeria and its management employees (grades 19 and above) with respect to the claim of the management employees to be granted the benefits, payments and other conditions referred to in the Protocol (the 'Management Employees Agreement'). ''6.7. On Closing Purchaser shall provide satisfactory evidence to the Seller of the payment of the sums specified in clauses 6.5 and 6.6. Following Closing Purchaser shall procure that Chevron Nigeria complies with the Protocol and Management Employees Agreement and rules to be established concerning the amounts referred to in Clauses 6.5 and 6.6''. 46. A holistic reading of Exh. C01, Exh. C02 & Exh. C03 in particular brought to the fore the role played by the 4th Defendant. I have noted that 4th Defendant was the then majority shareholder in the 1st Defendant, that it was desirous of selling its stake in the 1st Defendant and that both 1st Defendant & 4th Defendant were members of the Seller Group within the meaning of Exh. C01. It is my finding that the 4th Defendant prompted 1st Defendant then known as Chevron Oil Nigeria Plc to go into negotiation with Claimant in order to ensure smooth sale of its shares to the 3rd Defendant. It is also the evidence before me and my finding that the 4th Defendant solely exercised absolute discretion in determining how much to be paid by the 3rd Defendant to fund the social plan and that 3rd Defendant did all it ought to do by paying the sum requested by the 4th Defendant into a designated Bank account. If there was error in the calculation of the amount to be paid as it is obvious there was an error, that error was caused by the 4th Defendant who determined the template for the payment. 47. I hold that both 1st Defendant and the 4th Defendant are liable to make good the shortfall of 12.5% under Separation Package Agreement entered into between the Claimant and the 1st Defendant then known as Chevron Oil Nigeria Plc. The change in the name of the 1st Defendant has no negative effects in its ability to honor pending contractual obligation before the change of name. In this respect, the Companies and Allied Matters Act provides in Section 31(6) thus - "The change of name shall not affect any rights or obligations of the company, or render defective any legal proceedings by or against the company, and any legal proceedings that could have been continued or commenced against it or by it in its former name may be continued or commenced against it in its new name." 48. As Nimpar J.C.A pointed out in SDV (Nig.) Limited v. Ojo & Anor. (2016) LPELE-40323(CA) ''A change of name is not synonymous to dissolution or winding up of the company which in effect means the total disintegration or termination of the existence of the company. In a change of name, only the identifiable description of the company changes while other basic elements of the company remain intact i.e. the life of the company is preserved. Rights and liabilities remain the same''. 49. Having so held, I find sufficiently cogent, credible and admissible evidence before to grant the reliefs sought by the Claimant. Therefore, I declare that the members of the Claimant in the employment of the 1st Defendant as at the 23/3/09 are entitled to receive the sums constituting the 12.5% increment schedule of Remuneration Increase made there under between the Claimant and the 1st Defendant (Chevron Oil Nigeria Plc as it was then known). Consequently, I order both the 1st and 4th Defendants to forthwith pay to the members of the Claimant in the employment of the 1st Defendant as at 23/3/09 the sums amounting to or represented by the 12.5% short-paid to them upon the implementation of the Separation Package Agreement, Share Purchase Agreement and the Collective Agreement for 2009-2010 respectively. 50. In coming to this decision, let me state that I am not oblivious of the argument of the learned Counsel to the 1st - 3rd Defendants that the 3 exhibits put up for interpretation and enforcement are at best gentleman agreement or collective agreements which remain for all intents and purposes unenforceable. The exhibits are no doubt evidence of voluntarily entered agreement creating rights and obligations. The rights and obligations created are not illegal and all the parties have capacity to enter into same. The parties to these agreements have not argued against their being parties to these agreements. The agreements are not inhibited by any vitiating elements. What then is to render them unenforceable? I see none. I am inclined to agree completely with the position of the law as aptly canvassed by learned Counsel to the Claimant that with the intervention of Section 254C, Constitution of the Federal Republic of Nigeria, 1999 (Third Alteration) Act, 2010 collective agreements are now enforceable. Indeed, if they are not to be enforceable the power conferred on this Court by the Constitution would have been of no meaning. 51. Finally, for the avoidance of doubt and for all the reasons as contained in this Judgment, 1. I declare that on proper interpretation of the Separation Package Agreement dated the 7/10/08; the Share Purchase Agreement reputedly dated the 20/3/09, with its relevant amendments and the Collective Agreement made on the 1/4/09 the 1st and 4th Defendants are obliged by virtue of the said Agreements to pay the sum amounting to or represented by the 12.5% shortfall in the agreed separation payout of the members of the Claimant. 2. I declare that the members of the Claimant in the employment of the 1st Defendant as at the 23/3/09 are entitled to receive the sums constituting the 12.5% increment schedule of Remuneration Increase made there under between the Claimant and the 1st Defendant (Chevron Oil Nigeria Plc as it was then known). 3. I order both the 1st and 4th Defendants to pay to the members of the Claimant in the employment of the 1st Defendant as at 23/3/09 the sums amounting to or represented by the 12.5% short-paid to them upon the implementation of the Separation Package Agreement, Share Purchase Agreement and the Collective Agreement for 2009-2010 respectively. 4. 1st-3rd Defendants on the one hand and 4th & 5th Defendants on the other shall pay to the Claimants the cost of this action assessed at =N=200,000.00 each. 5. The terms of this Judgment shall be complied with within 30 days from today. 52. Judgment is entered accordingly. ____________________ Hon. Justice J. D. Peters Presiding Judge