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IN THE NATIONAL INDUSTRIAL COURT OF NIGERIA IN THE LAGOS JUDICIAL DIVISION HOLDEN AT LAGOS BEFORE HIS LORDSHIP HON. JUSTICE OYEWUMI. O.O DATED 22ND OF SEPTEMBER, 2015 SUIT NO: NICN/LA/38/2014 BETWEEN COREEN RUTH EGEGE - CLAIMANT AND 1 TECHNOCRIME SECURITY LIMITED -DEFENDANTS 2 TECHNOCRIME NIGERIA LIMITED REPRESENTION- L.O Agbelu with him is Ikechukwu Nweme For the claimant Churchill Adagbusi For the defendant JUDGMENT A complaint dated 31st day of January, 2014 was filed by the claimant against the defendants praying for the following reliefs: 1. A DECLARATION that the contract of employment between the claimant and the defendants' is governed by the offer of Appointment dated 20th March, 2008 Technocrime Security Limited Staff Handbook –Conditions of Service and Training Programme 2005 Edition and Technocrime Nigeria Limited HR Manual Policies and Procedure respectively. 2. A DECLARATION that as a management staff, the contract of employment between the claimant and the defendants' can only be terminated by the Chief Executive acting in concert with the board of the company and as such the purported termination of the claimant’s employment by the Admin/Fleet Manager is ultra vires, null and void. 3. A DECLARATION that as a management staff and company secretary, the termination of the claimant’s employment without recourse to the Company and Allied Matters Act is discriminative selective and a serious violation of the claimant’s constitutional and statutory rights as an officer of the companies. 4. A DECLARATION that the claimant’s appointment with the 1st defendant still continues until properly determined by the appropriate person or in line with the provisions of the collective agreement between the parties herein and/or the Companies and Allied Matter Act. 5. A DECLARATION that the claimant is entitled to the payment of the sum of N640,000.00 being 4 months’ salary as gratuity and Annual Leave Bonus for 2years (i.e 2010- 2012) calculated at N394.666.00. 6. A DECLARATION that the claimant is entitled to the payment of the salaries, bonuses and emolument for her services as company secretary to the 2nd defendant for the period of her employment. 7. AN ORDER OF THIS HONOURABLE COURT directing the 2nd defendant to calculate and pay the calculated sum as salaries, emoluments, and bonuses and interest at rate of 21% per annum until the payment is liquidated. 8. AN ORDER OF THIS HONOURABLE COURT mandating the defendants to pay the sum of N640,000.00 being 4 months salary as gratuity and Annual Leave Bonus for 2year (i.e 2010 - 2012) calculated at N394,666.00 and interest at the rate of 21% per annum until the payment is liquidated. 9. AN ORDER OF THIS HONOURABLE COURT mandating the defendants to render account of all tax payments deducted from the claimant’s salary and pay the amount found to be due on the taking of such account to the relevant government agency. 10. AN ORDER OF THIS HONOURABLE COURT directing the 1st defendant to pay the sum of N1,707,206.00 as special damages. 11. AN ORDER OF THIS HONOURABLE COURT directing the 1st defendant to calculate and pay the sum of N672, 542.00 to the claimant as pension being the sum the claimant is entitled to if the 1st defendant paid the said pension and interest at the rate of 21% per annum until the payment is liquidated. 12. GENERAL DAMAGES against the defendants jointly and severally in the sum of N500,000.00. 13. Cost of this action assessed at N250, 000.00. It is the claimant’s case that by a letter dated 20th of March, 2008 her services was retained as she was employed as Office Administrator/Secretary of the 1st defendant with effect from 1st April, 2008. That the terms of agreement between her and defendant is regulated by the offer of appointment letter dated 20th March, 2008, defendants' staff handbook and training programme 2005 Edition and Technocrime Nigeria Limited HR Manual Policies Procedures respectively. She was promoted by virtue of a letter dated 4th of January, 2010 to the position of Assistant General Manager (legal department). That upon her promotion, she became a management staff and a new management conditions of service became applicable to her. She continued that the defendants' staff handbook conditions of service and training programme 2005 edition and Technocrime Nigeria Limited HR Manual Policies & Procedures respectively are collective agreements and by virtue of same and all the applicable conditions of service the company and the employee shall have the right to terminate the appointment during the probationary period without reason provided that 3months notice is given. That at the completion of the probationary period, the Executive board shall confirm the appointment of junior staff and intermediate staff while the appointment of management staff, general manager and managing director is confirmed by the Chief Executive. That an employee may resign at any time provided he gives a one month notice in writing or salary in lieu in the case of a junior staff and intermediate staff and three months’ notice in writing or salary in lieu for management staff where the basis for leaving the company is on resignation, retirement, termination, rationalization, redundancy or he will be entitled to any outstanding leave and pay in lieu provided he has served the company for 12 months. She averred that sometimes in 2011 she embarked on a study leave wherein she obtained her master of law degree. Her salary was further increased to the sum of N160,000.00 and at all material times she was the defendants' company secretary/legal adviser however throughout her services with the 2nd defendant, she was never paid salaries and entitlement as she was entitled. That by a letter dated 13th of August, 2012 her employment was terminated unfairly and without due process. She was never intimated on the intentions of the defendant to terminate her appointment, no board meeting was called for the purpose of affording her a fair hearing. That the defendant terminated her appointment on the ground of restructuring without justification and without the payment of her gratuities and leave bonus is unfair and liable to damages. She averred that her employment as a management staff can only be terminated by the Chief Executive and the board of the Company and not by Mr. Chuks Okosi. That the taxes deducted from her salary were not remitted to the tax authorities as required by law. The particulars with regards to deductions from her salary from April, 2008 to September, 2012 are; a. 7.5% salary deducted from April, 2008 to September, 2008- N17,520.00 b. 7.5% salary contributed from April, 2008 to September, 2008- N17,520.00 c. 7.5% salary deducted from March, 2009 to December, 2009-N36,000.00 d. 7.5% salary contributed from March, 2009 to December, 2009-N36,000.00 e. 7.5% salary deducted from January, 2010 to May, 2010- N282,750.00 f. 7.5% salary contributed from March, 2009 to December, 2009- N282,750.00 Total – N672,540.00 Consequent upon which she instructed her solicitors to do a formal demand vide letters dated 3rd of September, 2012, 24th September, 2012 and 10th of October, 2012 asking the defendants to abide by the terms of their agreement and also perform its part. The defendant responded via letter dated 5th of October, 2012 but failed to show evidence of tax payment. She also averred that she is entitled to the following payments. a. 4 months salary as gratuity N640,000.00 b. Annual Leave Bonus for 2years (i.e 2010 -2012) N394, 666.00 c. 7.5% salary deducted from April, 2008 to September, 2008- N17,520.00 d. 7.5% salary contributed from April, 2008 to September, 2008- N17,520.00 e. 7.5% salary deducted from March, 2009 to December, 2009- N36,000.00 f. 7.5% salary contributed from March, 2009 to December, 2009-N36,000.00 g. 7.5% salary deducted from January, 2010 to May, 2010- N282,750.00 h. 7.5% salary contributed from March, 2009 to December, 2009- N282,750.00 Total - N1,707,206.00 The claimant during trial testified for herself wherein she tendered documents which were admitted and marked exhibits CR1-CR14. Claimant gave evidence under cross examination by stating that the 2nd defendant in 2012 filed a form in CAC where her name was put as its Company Secretary. Exhibit CR7 according to her evinces her relationship with the 2nd defendant. She admitted that she proceeded on a study leave between January 2011 and Nov. 2011. Claimant also confirmed that whilst on study leave her salary was stopped but remained a staff. According to her she was entitled to leave for 2 years but did not go, she claims to be entitled to her leave allowance for the 2 years. She equally confirmed that she was given loan by the 1st defendant and same was deducted from her entitlement. She denied requesting for her salary from March 2010 to May 2010. The 1st defendant on the 18th of February, 2014 filed its statement of defence denying the averments of the claimant and stated that it engaged the claimant to the extent as stated in its letter of appointment. That it terms of engagement is primarily restricted to the letter of engagement and Technocrime Security Limited Staff Handbook. That it is a separate legal entity from the 2nd Defendant in both fact and law and Claimant was never an employee of both Defendants and the 2nd Defendant was therefore not privy to any purported promotion. It averred that it was not aware of any new conditions of service as averred by the claimant. That the said manual referred to by the claimant is inapplicable since what governs its relationship with the Claimant is the letter of engagement and the Technocrime Security Limited Staff Handbook Conditions of Service and Training Programme. Defendant denies paragraph 8a, b, c, d, e, f and stated that it is not privy to such. That the claimant study abroad was a personal benefit to her and not to the defendants as it engaged the services of an external Solicitor for its legal matters and till the termination of claimant’s appointment, she was only a staff of the 1st Defendant who solely engaged the Claimant's services as an Office Administrator/Secretary and that the 2nd Defendant could not have paid the Claimant's salaries because the Claimant was never its staff. Also that the Termination of the Claimant's employment, was because the 1st Defendant was restructuring the Company and had to secure the Services of an external Solicitor and as a result it was no longer necessary for the Claimant's services to be retained. 1st Defendant averred further that upon the termination of claimant’s employment, it paid the Claimant's entitlements and that it was the Chief Executive of the 1st Defendant that terminated the employment of the Claimant and not Mr. Chuks Okosi who merely communicated the Chief Executive's decision to the Claimant. 1st Defendant denying the averments of the claimant traversed that all taxes deducted from the Claimant's salary due to the Government were remitted to the Government on behalf of all the staff of the 1st Defendant including the Claimant during the pendency of the Claimant's appointment with the 1st Defendant except that of January to November 2011 when the Claimant was still on study leave and not contractually entitled to paid salary by virtue of the terms of her engagement. That all pension deduction from the salary of the Claimant was refunded back to the Claimant at the termination of her employment vide the Claimant's UBA Account after due deductions. Defendant averred that the Claimant applied for a loan facility in the sum of N800,000 but the 1st Defendant approved the sum of N300,000 and that it does not owe the Claimant the sum of N672,540 or any other sum whatsoever. That it is contrary to Technocrime Security Limited Handbook for leave to be accumulated as there are sanctions against accumulated leave which is for the leave to be forfeited. 1st defendant posited that claimant was paid the sum of N160,000.00 in lieu of notice and indebted to the defendant in the sum of N150,000. That claimant’s entitlement was calculated at the sum of N236,427.42 and the sum of N150, 000 the sum indebted to the 1st defendant was deducted leaving a balance of N86,427.42 as her entitlement which was eventually credited to her Account. That the claimant is not entitled to annual leave bonus for 2years (2010 - 2012) because during the period, the Claimant was on study leave and not entitled to any leave bonus. That the claimant’s statement of fact is contradictory in that in a breath claimant’s claims that she is entitled to 4 months salary as gratuity whilst in another breath in her letter to the 1st Defendant and Solicitor's letter dated 24th of November 2012 both claims the salary for 3months as gratuity. It averred that the claimant is not entitled to any declarations and the claimant’s suit is frivolous and should be dismissed with substantial cost. The 1st defendant testified through one Ogbode Betty, the Chief Finance officer of the company. She stressed that claimant's employment was regulated by exhibit OB2 and 1st defendant's staff handbook. She stated that when the claimant was in the employ of the 1st defendant, the company retained a temporary external solicitor and upon claimant's resignation the 1st defendant retained a permanent external solicitor. She went on that claimant was paid her entitlements less the sum of N150,000 she owed the company. She affirmed that the signatory of exhibit OB3, i.e. the termination letter did not state that he was conveying the decision of the board of the 1st defendant. The 2nd defendant on the 18th of February, 2014 filed its statement of defence denying the averment of the claimant and stated that it never engaged the services of the Claimant as an Employee and thus not its employee. That the 2nd defendant is a different legal entity from the 1st Defendant and both Companies have their separate staff. That there is no privity of contract between it and the claimant as Technocrime Nigeria Limited HR Manual Policies & Procedures respectively does not bind the 2nd Defendant and the Claimant and would thus not avail the Claimant since the Claimant is not a member of its staff. The 2nd Defendant denying paragraph 8a, b, c, d, e, f avers that it is not privy to such terms and conditions as stated in the Statement of facts and neither is it binding on it since no relationship exists between them. That it is not aware of any study undertaken by the Claimant abroad and could not have paid her salaries because she was not its staff and neither was she engaged as an external Solicitor to the 2nd Defendant to warrant the payment of any salary. That it was not aware of the termination of the Claimant's employment but only became aware of the facts upon service on it of the processes in this matter. The 2nd Defendant stated that it was never in breach of its duty to the Claimant since it owed the Claimant no duty or obligation since the Claimant was not its employee and thus not indebted to the claimant in the sum of N672, 540 claimed by her or any other claims, entitlement whatsoever. The 2nd defendant averred that claimant’s action has not disclosed a reasonable cause of action against it and urged the court to dismiss same with cost. The 2nd defendant testified through one Toyin Ajayi , Head of Quality Assurance to the 2nd defendant and tendered in evidence document which was admitted and marked as Exhibit TA. Under cross examination, DW1 confirmed that exhibit CR7 represent particulars of company secretary filed by the 2nd defendant with the name of the claimant as the company secretary. She also admitted that by exhibit CR7, claimant was an employee of the 2nd defendant but turned round to state that claimant is not 2nd defendant's employee in fact. As it is customary to do at the close of evidence, the defendants on the 29th of January, 2015 filed their final written address raising a sole issue for the Court's determination thus. Whether the Claimant has evinced sufficient and compelling evidence in proof of her claim. On this issue, counsel submitted that the purported contract of employment as contained in the said paragraph was not governed by Technocrime Nigeria Limited, HR Manual Policies & Procedure as averred by the Claimant in paragraph 28(i) of the Statement of Facts. He posited that it is trite that an employee's letter of engagement contains the conditions under which an employee is employed and no other document can govern the said employment when not contained in the letter of engagement thus the contention of the Claimant that the terms of engagement encompasses Exhibits CRI & CR2 is misconceived and should be discountenanced because a perusal of both Exhibits reveal that her engagement is covered only by CRl. Counsel as regards the second relief, contended that the claimant was an employee of the 1st Defendant and there is no nexus between her and the 2nd defendant as she averred in her statement of claim. That it was the 1st defendant that terminated the employment of the claimant due to restructuring. She was duly informed of the decision of the management and was taken by the Chief Executive Officer and the board and their decision was communicated to the Claimant by a Staff of the 1st Defendant delegated to do so vide exhibit OB3. That the termination was done in compliance with the 1st Defendant's regulation relating to the disengagement of an employee. He submitted that an employer can hire and fire without any reason and is not bound to keep an employee in its employment when the employees' service is no longer required. He cited in support the case of KONWEI V IGP [2008] 51 WRN 176 at 189 lines 15 - 25 per AUGIE JCA wherein it was held as follows "the Law is that an employee can be dismissed for good or bad reasons or for no reason;" Counsel submitted that the Claimant's argument that no resort was made to the Company and Allied Matters Act and also that the termination was discriminative, selective a violation of the Claimant's constitutional and statutory rights is unfounded, because the 1st Defendant is not guaranteed by any law whatsoever to keep the Claimant as an employee when her services were no longer required. Counsel with regards to claimant’s gratuity and leave bonus posit that the claimant intends to mislead the Court by her demand as averred in her statement of fact as it is not the correct position in consideration of the contradiction, in that she claims to be owed 4months gratuity in her deposition while in Exhibit CR9 she is claiming 3months as gratuity. That CWI stated during Cross Examination that she went on study leave for a year, she failed to inform the Court that it is a policy of the Defendant to suspend any remuneration to any staff on study leave. Counsel submitted that the condition precedent for a staff of the 1st Defendant to be entitle to gratuity is contained in Exhibit OB2 particularly in paragraph 15 (b) wherein what is accruable to a staff of her cadre as gratuity which is payable after a period of 12 months a condition she never complied with. However, the defendant complied with all conditions as stated in Exhibits OB2 by ensuring that all her entitlements were liquidated after her disengagement. Counsel submitted that her claims against the 2nd defendant was not substantiated for since she was never an employee of the 2nd Defendant to be entitled to same. That it is trite that when an employee is engaged, a letter of employment is usually issued to the employee which communicates the said employment to the employee inclusive of the terms of such employment but the claimant did not avail the court of all these explanation nor prove same in evidence thus, she was not an employee of the 2nd defendant and not entitled to the claims she sought against the 2nd defendant. He stated further that it is trite that the Court will not compel any party to perform a non-existent contract when there is obviously no agreement between the parties, it is only a party to an agreement that can enforce it. He cited the case of ALADE V ALIC (NIG). LTD & ANOR [2010] 12 SC (PT 11) at 59 part at 62 line 20 where it was held inter alia that ''it trite law that a person who is not a party to a contract cannot be held liable". Counsel submitted that claimant failed to establish before the Court under oath, that indeed no tax was paid on behalf of the Claimant by the 1st Defendant as it was established by virtue of Exhibit OB4 by DW1 that tax was paid by the 1st Defendant in respect of all its Staffs inclusive of the Claimant. Also claimant failed to prove that her pension was not remitted and other entitlement was not paid to her after her contract of employment was determined by the defendant. That the Claimant at the time of termination of her employment was indebted to the 1st Defendant for a loan facility she was advanced. Therefore it is not indebted to the claimant as she claims as all her indebtedness was deducted from her entitlement and the remainder was paid to her and also not in breach of any terms of contract of employment between the Claimant and the 1st Defendant by the termination of her employment. That the Claimant is not entitled to any damages. Counsel urged the court to disregard the Claimant's reliefs for damages. Counsel also urged the court to dismiss the claims of the claimant with cost. The claimant on the 25th of February, 2015 equally filed her final written address wherein she distilled four issues for the court’s determination viz; 1. Whether the claimant has proved her contract of employment with the defendants and if she has; 2. What are the terms and conditions that binds parties herein 3. Whether the claimant has proved any breach to her contract of employment, and if she has. 4. What are the consequences arising viz a vis the claims before the court. It is the submission of the claimant's counsel as regards issue one that the claimant’s claims arose on the basis of a master servant relationship which is contractual and having terms and conditions regulating it, which binds them and discontinues both parties from making any claims not stipulated therein. He cited in support the case of NZE V NPA [1997] 11 NLWR (PT 528) PG 210; TEXACO (NIG) LIMITED PLC V KEHINDE [2001] 6 NWLR (PT 708) PG.224. Counsel posited that it is the law that an employee who makes a claim that his employment has been wrongfully terminated, has the onus of placing before the court the terms and conditions governing his employment; the manner the terms were breached by the employer. He cited the case of ZIIDEEH V RIVERS STATE CIVIL SERVICE COMMISSION [2007] 4 MJSC PG 150. He stated that where a termination is found wrongful, the claimant’s remedy lies in damages and the measure of damages is the award of her salary for the period of notice and other legitimate entitlement due at the time the employment was brought to an end. He cited the case of ATIVIE V KABEL METAL NIG LTD [2008] 8 MJSC PG.82. Counsel stated that the claimant was employed by the defendant vide a letter of appointment dated 20th of March, 2008, Technocrime Security Limited Staff Handbook- Conditions of Services and Training Programme 2005 Edition and Technocrime Nigeria Limited HR Manual Policies and Procedure Exhibits CR1 and CR2. That by the said terms of agreement above, it was stated that; the company and the employee shall have the right to terminate the appointment during the probationary period without reason provided that 3months notice is given. That at the completion of the probationary period, the Executive board shall confirm the appointment of junior staff and intermediate staffs while the appointment of management staff, general manager and managing director is confirmed by the chief executive. That an employee may resign at any time provided he gives a one month notice in writing or salary in lieu in the case of a junior staff and intermediate staff and three months’ notice in writing or salary in lieu for management staff. That at the request of an employee and also in the discretion of the company, an employee may be granted pay in lieu of leave granted to him and this shall be in the sum entitled to in a month as salary. That an employee is entitled to a gratuity of one month salary for every completed year of service. Where the basis for leaving the company is on resignation, retirement, termination, rationalization, redundancy or he will be entitled to any outstanding leave and pay in lieu provided he has served the company for 12months. Counsel submitted that Exhibits CR6, CR7 and OB7, all goes to show that she was employed by both the 1st and 2nd defendants as they are both run by the same management. He urged the court to so hold. Counsel contended that by Exhibit CR2, the appointment and termination of a management staff can only be done by the Chief Executive and by paragraph 6 (x), so also in Section 296 (2) CAMA listed the procedure in which disciplinary actions are laid. It provides that a company secretary who is intended to be removed shall be given a notice by the board of directors setting out the grounds of his removal and stating that it is intended to remove him giving him 7days within which to make a defence. However, there is no evidence before the court showing that all these procedures were followed and the terms and conditions which stipulate that notice required for termination is 3 months or payment in lieu was breached by the defendants. Counsel submitted that claimant is entitled to her claims one to four having carefully substantiated them in evidence through Exhibits tendered and under cross examination and thus urged the court to grant same in accordance. That with respect to claims five, counsel submitted that having found that the defendants did breach its contract of employment with the claimant, the consequence thereof lies in damages in favour of the claimant therefore, she is rightly entitled to her claims five. He cited the case of ATIVIE V KABEL METAL NIG LTD supra. Counsel also submitted that claimant by her claims six to eleven entitled to same as they constitute bonuses and emolument and interests, tax and pension sum being deducted from the claimant’s salary and not remitted which accrued as a result of the breached of the contract of employment with the defendant. Counsel relying on the case of OLORUNTOBA OJU & ORS V DOPANMU & ORS [2008] 7 NWLR (PT 1085); CHUKWUNWEIKE & ORS V OLAITAN AND ORS [2012] 26 NLLR (PT 75) 326 NIC Counsel submitted that the court by virtue of Section 254 C (1) (K) has jurisdiction to entertain matters relating to or connected to disputes arising from payment or non payment of salaries, wages, pensions, gratuities, allowances, benefits and any other entitlement of any employee, worker, political or public office holder, judicial officer or any civil or public servant in any part o the federation. That by Section 9 of the Pension Reform Act, 2014 that the employer has a duty to make a contributions of 7.5% of the claimant’s monthly salary to the claimant’s trust fund retirement savings account. That nowhere in the 1st defendant’s statement of defence was it averred that the pension contribution of the claimant was paid until she left its employment. He stated that by Order 21 Rule 4 of the National Industrial Court Rules, 2007 which provide that the court may at the time of delivering a judgment direct time within which payment is to be made or other act to be done and may order interest at a rate not less than 10% Per annum to be paid upon judgment. He cited also the case of AKANBI & ORS V ALAO & ANOR [1989] 5 SC 1; OWNERS OF MV ARABELLA V NIGERIA AGRIC INSTITUTE CORPORATION [2009] 4-5 SC (PT 11). He urged the court to hold so. Counsel with regards to claimant reliefs ten to thirteen posited that she has proved with credible and uncontradicted evidence with regards to her pleadings and evidence tendered. Counsel urged the court to resolve all issues raised in claimant’s favour. Upon a careful consideration of the processes filed on record, the evidence adduced at trial, the submissions of counsel to both parties and the authorities cited in support of their respective arguments, the main issue for determination is whether or not claimant's employment was wrongfully determined and thereby entitling her to reliefs sought. I wish to state here that it is in contention that the terms of agreement between the claimant and defendant is regulated by the offer of appointment dated 20th March, 2008, defendant’s staff handbook and Training Programme 2005 Edition and Technocrime Nigeria Limited HR Manual Policies Procedures respectively. While the claimant holds the above position, the 1st defendant on the other hand contends that the relationship between it and the claimant is only governed by the offer of appointment letter dated 20th March, 2008, the 1st defendant’s staff handbook, and Training Programme 2005 Edition. and that the Manual (Technocrime Nigeria Limited HR Manual Policies Procedures) is the 2nd defendant's manual. Meanwhile the 2nd defendant posits that there is no privity of contract between it and the claimant. It is the case of the claimant that she was employed by the 1st defendant as an office Administrator/Secretary vide a letter dated 20th March, 2008 and was promoted to the position of Assistant General Manager Legal on the 4th January, 2010, thereby making her a management staff. That by the terms and conditions governing her relationship with the defendants, the company and the employee shall have the right to terminate the appointment during the probationary period without reason provided that 3months notice is given. That at the completion of the probationary period, the Executive board shall confirm the appointment of junior staff and intermediate staffs while the appointment of management staff, general manager and managing director is confirmed by the chief executive. That an employee may resign at any time provided he gives a one month notice in writing or salary in lieu in the case of a junior staff and intermediate staff and three months’ notice in writing or salary in lieu for management staff. That at the request of an employee and also at the discretion of the company, an employee may be granted pay in lieu of leave granted to him and this shall be in the sum entitled to in a month as salary. That an employee is entitled to a gratuity of one month salary for every completed year of service. Where the basis for leaving the company is on resignation, retirement, termination, rationalization, redundancy he will be entitled to any outstanding leave and pay in lieu provided he has served the company for 12months. According to the claimant Exhibits CR6, CR7 and OB7, all go to show that she was employed by both the 1st and 2nd defendants as they are both run by the same management. The 1st defendant however, posits while admitting the fact that the claimant was its staff, that the company had paid her all her entitlements less the sum of N150,000 she owed the company. The 1st defendant went on that the claimant was not a staff of the 2nd defendant and this is the stand of the 2nd defendant that it has no employment relationship between it and the claimant, in other words the claimant was never its staff at any material time. The 1st defendant argued that it has no obligation to keep the claimant in its employment and laid claim to the notorious position of the law which is to the effect that an employee can hire and fire it employee at any time. That the 1st defendant terminated claimant's employment because of its restructuring program. From a careful study of the entire documents tendered before this court, it is apparent on record that the claimant did in fact worked for both the 1st and 2nd defendant at one time or another. It is found to be correct that the claimant was initially employed by the 1st defendant as posited by both the claimant and the 1st defendant in 2008 and was promoted as an AGM legal of the 1st defendant, but was later in addition to that doubled as the company secretary of the 2nd defendant as at 13th April 2012 when a CAC Form 2.1 was filed by the 2nd defendant in that respect. See exhibit CR7. However, by exhibit CR14, which is a letter of resignation of appointment as a company secretary of the 2nd defendant, the claimant determined her relationship with the 2nd defendant and she copied the CAC. What could be deduced from documents on record is that the relationship of the 1st and 2nd defendants is that of a parent and subsidiary company though according to law each possesses separate juristic personality which entitles them to function separately on their own and can sue or be sued separately in each corporate name. The HR Manual Policies and Procedures exhibit CR2 applies to the staff of the 1st defendant as well as the 2nd defendant. This position is further corroborated and strengthened at page 1 clause 1.0 of Exhibits CR2 Technocrime Nigeria Limited HR Manual Policies Procedures which states thus; “This manual is designed to acquaint you with TECHNOCRIME SECURITY LIMITED and provide you with information about working conditions benefits, and policies affecting your employment. The information contained in this manual applies to all employees of TECHNOCRIME SECURITY LIMIED” It is thus from the above clause that I find and hold that the claimant’s relationship with the 1st defendant is governed by the offer of appointment letter dated 20th March, 2008, defendant’s staff handbook and Training program 2005 Edition and Technocrime Nigeria Limited HR Manual Policies Procedures. The law is of common that in the world of work a master can determine its relationship with its servant at any time as long as it is done in consonance with the terms and conditions of service. It is the duty of the court where the terms of contract is unambiguous to construe and apply same accordingly. See GODWIN UGWUANYI V. NICON INSURANCE PLC [2013] LPELR 20092, SC; AFRIBANK (NIG) PLC V OSISANYA [2000] 1 NWLR (PT 642) 592. Exhibit CR2 which is the defendant staff handbook, paragraph 6 (i) provides that; “Appointments and terminations of junior and intermediate staff members shall be made by the Executive Board, Appointments and termination as Management staff, General Manager, and Managing Director shall be solely made by the Chief Executive.” Exhibit CR8 which is the termination letter of the claimant says otherwise as same was signed by one Chuks Okosi who is the Admin/fleet Manager to the 1st defendant for ease of reference exhibit CR8 is referenced below; August 13, 2012 Miss Ruth Egege, 23, Lagos Street, Akilo Road, Ogba, Lagos state. Dear Miss Ruth, SUBJECT: DETERMINATION OF EMPLOYMENT Consequent upon the ongoing restructuring exercise, we hereby inform you that your services with Technocrime Security Services Limited are no longer required with effect from Tuesday, August 13, 2012. We appreciate your contributions to the company up till this moment and may call you in future when the need for your services arise. Pay roll section is by a copy of this letter directed to pay you one month’s salary in lieu of notice and other terminal entitlement due to you less your indebtedness to the company (if any). Kindly hand over all company properties in your possession to the Human Resources department including all outstanding jobs on your table. We wish you every success in your future endeavours. Yours faithfully, FOR: TECHNOCRIME SECURITY LIMITED Chuks Okosi Admin/Fleet Manager CC: President/ CEO Payroll Section File It is deducible from the above letter that the issuer of the letter is one Chucks Okosi Admin/Fleet manager for the 1st defendant. The import of which is that Chucks as an agent/officer of the 1st defendant acted on its behalf by signing the letter of termination. It is also on record vide exhibit CR1, CR3 and CR5 were all signed by the agents of the 1st defendant, i.e. the chief of staff/Admin Manager and Head of Human Resources. The import of this is that the Admin/Human Resources Manager signs letters on behalf of the company or the Chief Executive Officer and not by the Chief Executive officer personally. They all at one time or the other must have acted on the instruction of the CEO/the company. The signatory of the termination letter i.e. the Admin Manager copied the CEO of the 1st defendant, meaning the CEO is in the know of his action. I agree with the defence that the fact that the letter was not signed by the CEO does not in any way run foul of the provision of claimant's terms of employment. The main issue now left to be considered is whether or not she was given the requisite notice or salary in lieu of notice before determining claimant's employment. It is clear by exhibit OB3, i.e. the termination letter that the payroll section is directed to pay one month salary in lieu of notice to the claimant. The claimant's contention is that she is entitled to 3 months salary in lieu of notice as a management staff. I have perused the terms of contract i.e. the letter of appointment, the 1st defendant's handbook and the 2nd defendant's manual which is also applicable to the staff of the 1st defendant, it is obvious that the claimant as a Assistant General Manager Legal, a management officer is entitled to be given 3 months notice or 3 months salary in lieu of notice and not one month salary as argued and given by the 1st defendant. Clause 6 (vi) and (x) of exhibit CR2 provides that a management staff on probation shall be given 3 months notice or salary in lieu of notice while a management staff who resigns shall give 3 months salary in lieu of notice or 3months notice. It is a common saying that the reverse of a proposition is the proposition itself. In other words if a management staff who resigns his appointment is to give 3 months salary in lieu of notice or 3 months notice, then it presupposes that if the 1st defendant terminates a management staff appointment , it should be given 3 months notice or 3 months salary in lieu of notice. The obvious situation of this case is that the 1st defendant acted contrary to the provision of the terms of its contract with the claimant. I equally find that there is no need to set up any disciplinary committee for the claimant since she was not accused of any misconduct. It is the law that where a master servant relationship is terminated in a manner which is contrary to the terms of the agreement between the parties, the said termination is wrongful and the employee is entitled to what he would have earned over a period require to lawfully terminate his employment. SEE JIMOH IKHILE V FEDERAL AIRPORT AUTHORITY OF NIGERIA [2014] 44 NLLR (PT 139) 164, it is on this premise that I hold that the termination of the claimant’s appointment is wrongful. Consequent upon which I find and hold that the claimant is entitled to three months salary in lieu of notice which is N160,000 per month multiplied by 3 months, which is a total sum of N480,000 less the one month salary in lieu already paid to her, leaving a balance of N320,000.00. I so hold Having held that the claimant’s employment was wrongfully terminated, the pertinent question is, is claimant entitled to her claims. Claimant by her reliefs claims the sum of N640,000.00 being 4 months’ salary as gratuity and Annual Leave Bonus for 2 years (i.e 2010- 2012) calculated at N394.666.00. The defendant averred that the sum the claimant claims for is contradictory as in her writ she claims that she is entitled to 4months and the letter to the solicitor she claims three months. By exhibit CR2, which is the 1st defendant's Handbook on record, a documentary evidence which is not faulted by the defendant, states at its clause 15 that Gratuities shall be paid to ‘intermediate staff and above, one month’s salary for every completed year of service’ The claimant who was in the defendant's employment for 4 years and 4 months, i.e from 20th March 2008 to 13th August, 2012 shall in accordance with the above terms of her contract is entitled to four months salary as gratuity which is N160,000 per month multiplied by 4 months giving a total of the sum of N640,000.00. Thus I find that the claimant is entitled to the sum of N640, 000 as gratuity. The claimant further claims the sum of N394,666.00 as leave bonus for the years 2010 to 2012, the 1st defendant at paragraph 36 of its statement of defence denied that and stated that the claimant is not entitled to leave bonus for those years as she was on study leave, and thus no longer on their payroll which also means forfeiture of any leave bonus. Exhibit CR4 gives credence to 1st defendant's position, whereby the claimant's request for reinstatement of her monthly salary after her study was granted. She admitted under cross examination that when a staff is on study leave his or her salary shall be stopped. According to the claimant she proceeded on her study leave on the 10th January, 2011 till Nov 14th 2011, which is approximately 11 months that she was away on study, she is claiming leave bonus for year 2010 to 2012, which means for the whole of year 2010 she was in the 1st defendant's employ working and on resumption in November, 2011 till August 2012 when her employment was terminated, in effect claimant should be paid leave bonus for year 2010 and 2012 whilst on duty working for the 1st defendant. Claimant's leave bonus for 2010 shall be 5% of her annual salary which is N1,560,000 and that is N78,000.00, while her leave bonus for year 2012 shall be 5% of N1,920,000.00 which is N96,000.00, thus claimant is entitled to leave bonus for years 2010 and 2012 in the sum of N174,000.00. It is the claimant’s contention that she is entitled to payment of salaries bonuses and emolument for her services as company secretary to the 2nd defendant for the period of her employment. The 2nd defendant in response posited that it has no contract of employment with the claimant and thus not liable to pay whatever the claimant claims against it. I have held earlier in this judgment that at a point the claimant by exhibit CR7 was the company secretary of the 2nd defendant but she resigned her appointment vide exhibit CR14 on record. The import of this is that there is no longer any relationship between the claimant and the 2nd defendant. It is not on record if the 2nd defendant placed the claimant on any salary and allowances at the period she was their company secretary, claimant has failed to substantiate her claim for entitlement from the 2nd defendant, It is consequent upon this that I find and hold that claimant’s claims six and seven fail. The claimant in her reliefs prayed the court to mandate the defendants to render account of all tax payments deducted from the claimant’s salary and pay the amount due to the relevant government agency. The defence, in response stated that taxes deducted from the claimant were remitted save the period of January to November, when the claimant was on study leave. In prove of the remittances of tax to the appropriate authorities, the defendant tendered Exhibit OB4, exhibit OB4 evinces the fact that the 1st defendant remitted tax deducted from the claimant and its other staff to the appropriate tax office, thus claimant's claim 9 is resolved in favour of the 1st defendant. It is the claimant's claims 11 that the 1st defendant should be directed to pay the sum of N672, 542.00 to her as 7.5% pension deducted from her salary. It is the 1st defendant's position that it has already paid the claimant along with her entitlements vide exhibit OB8. A cursory examination of exhibit OB8 reveals that the sum of N76,424.42 was paid and same received by the claimant on the 24th August 2012 as pension deductions. I am therefore in absolute agreement with the 1st defendant that claimant is not owed any pension by the defendant as same was paid to her vide exhibit OB8. I so find and hold. In summary, the claimant’s claims succeed in parts. I thus declare and order as follows; 1. It is declared that the contract of employment between the claimant and the 1st defendant is governed by the offer of Appointment dated 20th March, 2008 Technocrime Security Limited Staff Handbook –Conditions of Service and Training Program 2005 Edition and Technocrime Nigeria Limited HR Manual Policies and Procedure. 2. It is also declared that there is no privity of contract between the 2nd defendant and the claimant. 3. It is declared that the termination of claimant’s employment by the 1st defendant is wrongful. 4. It is equally declared that the claimant is entitled to three months salary in lieu of notice. 5. It is therefore ordered that the claimant is to be paid the sum of N320,000 being the remainder of her 3 months salary in lieu of notice. 6. It is also ordered that the 1st defendant is to pay the claimant the sum of N640,000 as her gratuity. 7. It is further ordered that the claimant shall be paid the sum of N174,000 as her leave bonus. 8. It is declared that the claimant’s claims 6, 7, 9 and 10 fail. No order as to cost. Judgment accordingly entered. HON JUSTICE OYEWUMI OYEBIOLA. O JUDGE