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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 30TH OF SEPTEMBER, 2015 SUIT NO: NICN/LA/515/2013 BETWEEN AWE OLUGBENGA -CLAIMANT AND MAINSTREET BANK REGISTRARS LIMITED -DEFENDANT REPRESENTION- Paul Okoh with him is I Edokwe, (Miss.) and B.N Chukwu for the Claimant. Dr.Charles Mekwunye with him is OlatokunboAkinrele (Mrs.), Ekene Nwonu, E.O Kalu, E.OAliyu, J.A Nsofor, Ohimai Ovibiose and Stephen Olasite for the Defendant. JUDGMENT A complaint dated 26th day of September, 2013 was filed by the claimant against the defendant seeking the following reliefs: 1. A declaration that the purported termination of his employment with the defendant is invalid, ineffectual wrongful and in breach of his terms of employment with the defendant. 2. N86, 330.26 being one month's salary in lieu of notice for the month of July 2013. 3. Terminal benefit in the sum of N2, 071,926.24 less N91, 742.75. It is the case of the claimant that he was employed by the defendant by a letter dated 15th of May, 2008 as a clerk. The terms of his employment are regulated in his letter of appointment and in the defendant's staff hand book as approved by the board of the defendant in its minutes of meeting dated 13/9/2006. He averred that his appointment was confirmed on the 17/12/2008. That by a letter dated 28/6/2013 the defendant in clear breach of his terms and conditions of service terminated his appointment. The claimant further stated that he was entitled to one month notice or salary in lieu of notice. That his letter of termination was served on him on Friday terminating his appointment on Monday being 1/7/2013. That no salary was paid to him in lieu of notice having rendered his services for the month of June, 2013 in the sum of N86,330.26. The claimant avers further that sequel to the termination of his employment as a confirmed staff who served the defendant for more than 5 years he is entitled to a terminal benefit of N2, 071,926.24 calculated based on his June 2013 pay slip, as follows: annual basic salary plus all allowances for every year of service up to a limit of 2 years which annual emolument aggregates to N1, 035,963.12. That on the 20/08/2013 the defendant paid the sum of N91, 743.75 into his salary account. He went on that on sighting this vide text message on his phone, he instructed his solicitors to write the defendant rejecting it, thus in a letter dated 21/8/2013 his counsel rejected the payment and demanded the defendant to recall the payment or consider it as part payment. That the board of directors of the defendant and annual general meeting had approved the claimant's entitlement as claimed and signed by the current chairman and acting managing director of the defendant. The claimant during trial testified for himself and subpoenaed a witness the erstwhile MD of the defendant one Mr. Chester Ukandu as CW2 and tendered documents which were admitted and marked as Exhibits AO1-AO9 and DARE 4. The Defendant on the other hand denying the averment of the claimant, traversed that the terms and conditions of employment of the Claimant are as contained in his appointment letter dated May 15, 2008 and not governed by any staff hand- book as the Defendant does not have a staff hand-book neither did the Defendant at any time approve nor issue any staff hand-book to the Claimant or any member of staff or ex staff. The defendant stated that the Claimant's employment letter did in fact state that 'Other terms and conditions of service' shall be as applicable to the grade' but denies that these terms and conditions were ever reduced into writing in any staff hand-book approved by the Defendant's Board of Directors and/or issued by the Defendant to the Claimant. Defendant continued that the 'Other terms and conditions of service' as stated in his employment letter are ; a. assessment for and duration of period for confirmation b. hours of work. The defendant traversed further that minutes dated 13/9/2006 pleaded by the Claimant is not minutes of meeting of the Defendant's Board of Directors of 13/9/2006 does not constitute the proper records of any meeting and/or decision made by the Board of Directors of the Defendant; the minutes was not signed by the Chairman of the Board of Directors of the Defendant and contains attachments which are extraneous to the minutes; the Claimant is not the maker of the minutes and neither the chairman, director or secretary of the board of directors signed. That the claimant’s termination of appointment dated June 28, 2013 was in accordance with the contract of employment. The defendant denying that the claimant is entitled to the sum of N86,330.26 (Eighty Six Thousand, Three Hundred and Thirty Naira, Twenty Six kobo) as one month salary in lieu of notice or any sum at all, admitted that the Claimant is entitled to be given one month's notice or one month's basic salary in lieu of notice and the Defendant had already paid the sum of N7,500.00 (Seven Thousand, Five Hundred Naira only) which is the Claimant's one month basic salary and also graciously approved the sum of N91,743.75 (Ninety One Thousand, Seven Hundred and Forty Three Naira, Seventy Five kobo) as ex gratia payment to the Claimant, hence a total sum of N99, 243.75 (Ninety Nine Thousand, Two Hundred and Forty Three Naira, Seventy Five kobo). The Defendant states that the Claimant's appointment was not terminated for Redundancy but was terminated in accordance with the terms of his contract; at any event, terminal benefits for Redundancy was never contemplated by the Defendant and the Claimant when the employment agreement was executed. The defendant stressed that the Claimant is not entitled to any terminal benefit in the sum of N2, 071,926.24 (Two Million, Seventy One Thousand, Nine Hundred and Twenty Six Naira, Twenty Four Kobo). Defence also stated that the basis of the claimant’s claim is based on a non¬existent staff hand-book, that the claimant is very much aware that the Defendant has no staff hand-book. The defendant averred that the funds accrued by the defendant in its financial statement contained in the Annual Return for 2011are mere savings of the defendant earmarked for a purpose which the defendant is free to change at any future date and use the money so accrued for any other purpose or purposes depending on exigencies of business. The defendant averred that though there was a staff Handbook drafted by the committee of members of staff of the defendant company but it was never approved by the Board of Directors of the Defendant thus the defendant does not have any staff hand book and the purported handbook relied upon by the claimant did not emanate from the defendant. The Defendant continued that the purported financial statement for year 2011 is irrelevant and inadmissible as the Claimant is not the maker; the admission therein offends against the provisions of hearsay evidence; the financial statement is not an approval for payment of terminal benefits for the claimant and it only dealt with accrual of terminal benefits of a company which was and is still a going concern; it is not part of the contract of employment between the claimant and the Defendant. The defendant also denies the averment of the claimant with regards to internal mail dated 28/7/2011 and states that it never circulated or approved the circulation of any mail to its staff as the defendant is a going concern. That the claimant’s employment was not terminated for redundancy but in accordance with the contract of employment. The defendant posited that the Claimant's claims are ill-conceived, irrational, frivolous, troublesome, an attempt at undeserved enrichment and should be dismissed with substantial costs against the Claimant. The defendant during trial testified through DW1 and DW2 one Mr Akingbola Oluwadare and Mr. Adetayo Ogunbanjo the acting Managing Director and Company Secretary of the defendant's company they tendered documents which were admitted as evidence and marked Exhibits Dare 1-3, AO, AO1-AO2. The claimant on the 26th of November, 2013 replied to the defendant’s statement of wherein he averred that during the course of employment with the defendant, the defendant used, referred to the handbook and adopted the staff hand book as containing the terms and conditions regulating its relationship with all its staff. That the defendant in its annual returns for the year 2011 adopted the staff hand book upon employment in computing the terminal benefits of its 44 members of staff in its financial statement for 2011 and filed same at the Corporate Affairs Commission. That the defendant vide an internal mail dated 28/7/2011 informed the claimant that he/she could be laid off under clause 3.18 of the staff hand book as a result of the Central Bank of Nigeria directive to banks to divest from the non-banking sector. The defendant adopted the said internal mail and made provision for the claimant's terminal benefit relying on the redundancy clause as shown in its financial statement for the year ended 2011 approved by the board of directors and signed by the current chairman. The claimant states that the defendant having filed the financial statement at the Corporate Affairs Commission and accepted as filed cannot resile therefrom. The claimant states that he is entitled as claimed less the said payment of N91, 742.75 and also entitled to his one month salary in lieu of notice. At the close of testimony, the defendant on the 18th March, 2015 filed its written address wherein it distilled two issues for the court’s determination; 1. Whether or not the claimant’s appointment was validly terminated. 2. Whether the claimant is entitled to the terminal benefit in the sum of N2, 071,926.24 or any other sum as terminal benefit by virtue of his contract of employment. Counsel framed the following preliminary issues; Photocopy of the purported minutes of the defendant's board of directors meeting of 13th September, 2006 with extraneous attachments - Exhibit A04 Counsel stated that it is trite law that admissibility of documents is regulated by the Evidence Act, 2011 and the general criteria set for the admissibility of documents are that it must be pleaded, relevant and admissible in law. Counsel submitted that Exhibit A04 tendered by the Claimant is not an original of the minutes of meeting of the Board of Directors of the Defendant of 13th September, 2006. Therefore, Exhibit A04 is a photocopy and/or secondary evidence and thus the defendant objects to its admissibility, and urged the court to expunge same from its record. Counsel argued that the defendant tendered and relied on a Certified True Copy (CTC) of the Defendant's Board of Directors minutes of meeting of 13/09/2006 which was admitted and marked as Exhibit Dare3 which the CTC thereof was extracted from the original minute book of the Defendant containing the minutes of meeting of the Board of Directors of the Defendant of 13th September, 2006 tendered before this Court in SUIT NO. NICN/LA/335/2013 BETWEEN MR. CHESTER ONYEMAECHI UKANDU VS. MAINSTREET BANK REGISTRAR LIMITED where upon the application of the Defendant, a photocopy of the relevant minute was extracted by the court itself after comparing it with that pasted in the original minutes book and admitted and marked as Exhibit CU21. He submitted thus that Exhibit Dare 3 which is a CTC made from and compared with the original minutes in the original minutes book (by the Court itself) is a prima facie evidence of the proceedings of 13th September, 2006 and until properly challenged by evidence, the Court is required to admit same and to act only on same and none other document. Counsel cited Section 241 (1) & (2) of the Companies and Allied Matters Act which provides:- "(1) Every company shall cause minutes of: a. All proceedings of general meetings; b. All proceedings at meeting of its directors; and c. Where there are managers, all proceedings at meetings of its managers to be entered in books kept for that purpose. (2) Any such minutes if purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting shall be prima facie evidence of the proceedings". Counsel contended that a comparison of Exhibit A04 tendered by the Claimant and Exhibit Dare3 tendered by the Defendant; will reveal that Exhibit Dare3 has only 10 pages, Exhibit A04 has 15 pages, the said Exhibit A04 tendered by the Claimant are in loose sheets and the presence of annexure which have been shown not to be part of the minute book renders the said Exhibit A04 unreliable. The presence of the annexure after the chairman's signature to the minute renders the said Exhibit A04 worthless of any credibility. He cited the case of INTERNATIONAL AGRICULTURAL LTD &ANOR. V. CHIKA BROTHERS LTD [1990] LPELR• 1522(SC); Counsel urged the court to hold that Exhibit A04 is not only inadmissible in law, it is worthless and cannot be attached with any weight or probative value. It also urged the court to take judicial notice of its records of proceedings IN SUIT NO:-NICN/LA/335/13 - CHESTER ONYEMAECHI UKANDU V. MAINSTREET BANK REGISTRAR LIMITED AND SUIT NO. NICN/LAL517/2013 -KEHINDE ABIMBOLA V. MAINSTREET BANK REGISTRARS LTD, where the Court examined the original minutes book of the Defendant and made a copy from it. The defendant's staff hand book - Exhibit A03 Counsel contended that the claimant relied on (Exhibit A03) as the defendant’s purported handbook regulating his contract of employment with the defendant. The copy tendered by the Claimant is a photocopy and was not signed and dated just like the front loaded copy also there was no proper foundation laid for the admissibility of the photocopy of the handbook in breach of Section 89 of the Evidence Act 2011. Therefore having failed to meet these requirements of Section 89 of the Evidence Act 2011, he will not be allowed to enforce or rely on the same document. Counsel urged the court to so hold. Further to counsel’s contention he stated that there is no evidence before the court showing that Exhibit A03 was ever approved or ratified by the board of directors of the Defendant, that the only evidence given by the Claimant as to the approval of the handbook amount to hearsay and therefore inadmissible. He cited the case of LASUN v. AWOYEMI [2009] 16 NWLR (Pt.1168) 513. Counsel posited that the claimant under oath when asked if Exhibit A02 which is his letter of employment made reference to any handbook, he answered by saying that "nowhere in the exhibit where handbook was referred to". Therefore, where the Handbook is not incorporated into terms of employment by reference to or in the letter of employment, the handbook cannot be regarded as part of the terms of the employment contract. Counsel citing the legal text by S.D. Tonye, titled 'Labour Law in Nigeria', 1st Ed., pg 38 urged the court to hold that the purported staff handbook did not emanate from it as there was no approved staff handbook by the Board or the members of the Defendant's company at its general meeting. Counsel also urged the court to expunge from the record, the purported staff handbook (Exhibit A03) tendered by the Claimant, admitted in Court for being inadmissible and/or unreliable, valueless and bereft of any evidential weight. Photocopy of the internal mail dated 28/07/11 - EXHIBIT A09 Counsel submitted that the internal mail of 28th July, 2011 (Exhibit A09) is inadmissible in evidence because it is a photocopy, no proper foundation was laid, it is irrelevant as same did not emanate from the defendant and it was wrong to have admitted the secondary copy of the document without laying proper foundation. He cited the case of ISITOR V. FAKARODE [2008] 1 NWLR (PT. 1069) 602 AT P. 626, PARA. F WHERE PER JEGA, JCA held that:-"What is required for the purpose of laying proper foundation for the admission of secondary evidence is an explanation to the satisfaction of the court to enable the admissibility of the secondary evidence and not a justification”. He submitted that Exhibit A09 should be expunged from the court’s record. Counsel posited that Exhibit A09 only surfaced in the Claimant's reply to the Statement of Defence thereby raising the presumption that it has been concocted during the pendency and for the purpose of this suit. Also, the alleged internal mail is grossly inconsistent in that the mail is dated and allegedly issued on July 28, 2011, but paragraph 3 of the body of the mail states that-"Consequently, adequate provision has been made in the books of the company for the financial ending December 31st, 2012, and cash backup for the terminal benefits placed in a deposit account dedicated for the payment of staff terminal benefit", which is impossible. He also posited that the claimant pleaded relied and centered his claim on the Financial Statement contained in the Annual reports for the year ended 2011, the internal mail dated 28th July, 2011 - Exhibit A09 referred to the books of the Company for the financial year ending December, 31st,2012. Therefore, the Claimant cannot by his pleadings or written address amend, rewrite or differ the clear wordings of Exhibit A09, to read the Defendant's Annual Return or Financial Statement for the year ended 2011 when the Internal mail dated 28th July, 2011 - Exhibit A09 never said so but referred to the Financial Statement for the year ended 2012. He cited in support the Supreme Court in the case of N.I.D.B V. OLALOMI INDUSTRIES LTD [2002] 5 NWLR [PART 761] PAGE 532 RATIO 7; where the court held that a document speaks for itself. Oral testimony is inadmissible to vary, add to or take away from the content of a document. Exhibit A09 therefore speaks for itself. Copy of the defendant's annual return for the year ended December, 2011 Exhibit DARE4 (tendered by the Claimant through DW1) Counsel urged the court to expunge the Defendant’s Annual Returns for the financial year Ended 2011 from its records on the basis of relevancy, given that it governs admissibility. He posited that the Defendant's Annual Returns for the financial year Ended 2011 is totally irrelevant to the determination of the Claims of the Claimant in this matter which is for this Court to determine whether the Defendant is in breach of the contract of employment it had with the Claimant and whether the Defendant owes the Claimant his terminal benefits. That it is trite law that a Court cannot look at any other document in determining the contract of agreement between parties. He cited the case of CADBURY NIG. PLC V ONI [2012] LPELR-19821 and submitted that the Financial Statement is not a medium for the approval of employee's terminal benefits as it represents account to be presented to members in a general meeting for purpose of accountability and assurance that the Company is doing well. There is nowhere in Exhibit Dare4 where the Claimant is named and the amount he is claiming is stated as payable to him as terminal benefit. Counsel urged the court to so hold. Argument on admissibility of defendant's documents Counsel submitted that the Defendant tendered and relied on 9 documents which were all admitted and marked Exhibits Dare 1-3, AO, AO1-AO2 and Exhibits CU1- CU2. He stated that there are three main criteria governing admissibility of a document in evidence which are; Whether the facts relating to the document have been pleaded; Whether it is relevant; and Whether it is admissible in law. He posited that the documents tendered by the Defendant are pleaded, relevant and are admissible in law and urged the Court to attach probative value to them. Mr. Chester Ukandu is an unreliable witness who made 19 material inconsistencies in his sworn written statements and oral testimonies Counsel argued that it is the law that where a witness gives contradictory evidence either by way of oral testimony or by way of written statements, the Court would treat same as unreliable and same would go to no issue. He cited the case of M. S. C. EZEMBA V. S. O. IBENEME & ANOR. [2004] LPELR- 1205[SC], ALSO REPORTED IN [2004] 14 NWLR [PART 894] 617, where the Supreme Court, per Edozie, J.S.C at Page 22, paragraphs G- A:-"No witness who has given on oath to material of inconsistent evidence is entitled to the honour of credibility. Such a witness does not deserve to be treated as a truthful witness." ODULAMI V. THE NIGERIAN NAVY [2013] LPELR-20701 [SC]. Counsel submitted that the subpoenaed witness (CW2) is not a witness of truth and his evidence in this suit are unreliable and should be taken with a pinch of salt having regard to the fact that they are incredible and cloaked with inconsistencies. He posited that Mr. Ukandu gave contradictory and inconsistent testimonies in his pleadings, witness statement on oath, and under cross examination. During trial, upon the cross-examination of Mr. Chester Ukandu in the following cases, (Suit no: NICN/LA/335/2013)-CHESTERUKANDU V. MBRL; NICN/LA/421/2013, INOMWAN BENSON V. MBRL; SUIT NO: NICN/LA/517/2013, MRS. KEHINDE ABIMBOLA V. MBRL; NICN/LAL514/2013, EKPUDI CHIOMA V. MBRL. CW2 when cross examined on the issues of whether the defendant is a subsidiary of the Mainstreet Bank Limited; on his retirement or terminal benefits; whether the handbook was approved by the board; Whether the financial statement forms part of the contract of employment between the parties; Whether financial statements are prepared in arrears was contradictory and incoherent in his responses for all issues addressed. Counsel urged the court to declare CW2 as an interested party and not worth the credit of a subpoenaed witness. On issue one, Counsel submitted that in a contract of employment which is purely a master-servant relationship, the employer can terminate the service of the employee at any time by giving the appropriate length of notice required in the contract, or by giving such length of notice deemed by the court to be reasonable where the contract does not expressly provide for length of notice. He posited that a claimant claiming for wrongful termination, has the burden of proving the manner in which the contract was breached by the termination of the contract and this he has to do by placing before the court; (a) the terms of the contract of employment and (b) to prove in what manner the said terms were breached by the employer. He cited the case of OKWUSIDI V LADOKE AKINTOLA UNIVERSITY [2011] LPELR 4057. He submitted that Exhibit A02 is the letter of offer of employment and by virtue of Exhibit A05, claimant’s letter of confirmation it can be implied that the requirement of 30 days' notice from either party to terminate the contract during probation remains valid even after confirmation of the claimant's appointment. The defendant after termination of the claimant’s employment paid the sum of N7, 500.00 representing his one month basic salary in lieu of notice on July, 1st,2013 which he admitted to under oath. Counsel also submitted that the claimant was paid the sum of N91, 742.75 ex-gratia as disengagement benefit on 20th August 2012 in addition to the sum of N7, 500.00 earlier paid him in lieu of notice making a total sum of N99, 242.75 paid and received by the Claimant. Counsel urged the court to resolve issue in favour of the defendant. On issue two, counsel argued that the claimant claims to be entitled to be paid the sum of N2,071, 926.24 less the ex-gratia sum of N91,742.75 paid by the Defendant on 20th August, 2013 and he relied on Exhibit A03, the purported staff hand book of the defendant and on the evidence of the subpoenaed witness Mr. Chester Ukandu, an erstwhile Managing Director of the defendant . Counsel stated that the claimant pleaded that the handbook was approved in a meeting of 13th September, 2006. However when asked under cross examination whether he was at the meeting, he confirmed he was not and that he was told it was approved. Therefore this evidence is unreliable, inadmissible, a hearsay evidence and it is trite that hearsay evidence are not to be given any worth or consideration by the court but to be expunged. He cited the case of IWEKA v. FRN [2010] LPELR-4344(CA), where the Court of Appeal, Per ADAMU held that:¬"hearsay evidence" which is also not a direct evidence is defined as a specie of testimony given by a witness who relates not what he knows personally but what others have told him or what he has heard said by others. Counsel stated that what was approved in the meeting of 13/09/2006is the salary structure and other benefits for staff specified and no handbook whatsoever was approved in the meeting of 13th September, 2006 as evinced by the Minutes (Exhibit AOA). He further stated that the letter of employment is the foundation on which any employee can lay claim that a handbook or any document purporting to form part of a contract of employment to be enforceable against an employer, such document must be specifically incorporated by reference to the letter of employment, therefore, a handbook falls into the same categories of contract like a "collective agreement" between a body of employees and an employer or employers and for such agreement to be binding it must be incorporated or embodied in the contract of service between the parties. He cited the case of ABALOGU V. S.P.D.C. LTD. [2003] 13 NWLR (PT.837)309. That since the handbook was not approved and or incorporated into the Claimant's employment this renders same unenforceable and non-binding. Counsel urged the court to hold that Exhibit A03 (the alleged defendant's staff handbook), and the internal mail does not constitute any binding contract or any conditions of service between the Claimant and the Defendant. Counsel submitted that by Exhibit A06 (the termination letter) the claimant’s employment was terminated for services no longer required and not on redundancy and that no employee is entitled to both termination benefits and redundancy benefits at the same time. He cited in support the case of ANMODE &ANOR v. DINO &ORS [2008] LPELR-8405(CA) where the Court of Appeal per LOKULO-SODIPE J.C.A held that:-“The law is that where a document is clear, the Operative words in it are to be given their simple and ordinary grammatical meaning. One is not to read into the document what is not there. A document duly pleaded and tendered once admitted is the best evidence of its content and therefore speaks for itself." Continuing he submitted that going by the content of the internal mail, Exhibit A09 relied upon by the claimant, the 4th paragraph of the alleged internal memo states as follows:-"When it becomes necessary and the company (the Defendant) decides to disengage Staff during the period of divestment process, such disengagement will be treated as voluntary redundancy and their terminal benefit paid as computed according the termination of any employees' appointment will be considered as voluntary redundancy and their terminal benefit paid as computed according." From the fact as seen there was no divestment whatsoever of Mainstreet Bank limited from the Defendant's company as alleged in exhibit A09 such that would warrant the termination of 44 staff at least during all the material times in this suit ending 1stJuly, 2013. It is also not in evidence that 44 staff of the company were disengaged rather it is in evidence that the Defendant is still a going concern owned principally by Mainstreet Bank limited at all material times. Thus the claimant’s claim is inconsistent and not entitled to both claims at a time. Counsel urged the court to so hold. Counsel on jurisdiction, posited that, Federal High Court has jurisdiction to entertain all disputes and/or cases relating to Companies and Allied Matters Act. He cited in support Section 251(1)(e) of the 1999 Constitution as amended; BUREAU OF PUBLIC ENTERPRISES V REINSURANCE ACQUISITION GROUP LTD & ORS [2008] LPELR – 8560 (CA). He posited that even after the Third Amendment to the Constitution in 2010, the Court of Appeal has held in the case of OLUFUNSHO & ORS. V. GLOBAL SOAP AND DETERGENT INDUSTRIES LTD [2012] LPELR - 9822 (CA),PER MBABA, JCA (PP 38-39, PARAS A-C)that:"……..by the wording of the provision of Section 254C (1) of the 1999 Constitution, as amended, it cannot even be said that the relevant provisions of Section 272 of the 1999 Constitution has been formally repealed, Rather Section 254C (1) says:-"notwithstanding the provision of Section 251, 257, 272 and anything contained in this Constitution and in addition to such other jurisdiction as may be conferred upon it by an Act of the National Assembly, the National Industrial Court shall have and exercise jurisdiction to the exclusion of any other court in civil causes and matters:- a. Relating to or connected with any labour, employment, trade union, industrial relations and matters arising from workplace, the conditions of service, including health, safety, welfare of labour employee, worker and matter incidental thereto or connected therewith;" (And Clauses(b) to (m) not relevant here" Counsel submitted that the provision of Section 254C of the Constitution has not precluded the Federal High Court from clearly entertaining matters that bother on the operations and interpretations of CAMA, 2004. He relied on Section 251 (e) of the Constitution of the Federal Republic of Nigeria, 1999 (as amended) and submitted further that to extend the jurisdiction of the National Industrial Court of Nigeria outside the items listed under Section 254C will be tantamount to taking away the jurisdiction of the Federal High Court to determine matters which come under the purview of Section 251 (e). Counsel urged the Court to remain within its jurisdiction in resolving the employment dispute between the parties and once the court is being called upon to place liability on any party based on CAMA, the Memorandum and Articles of Association of a Company, the Court is stepping out of its jurisdiction, into the jurisdiction of the Federal High Court. The claimant on the 20th of April 2015 filed his Written Address wherein he raised six issues for the court’s determination; i. Whether the claimant was employed by the defendant. ii. Whether the claimant had terms of employment. iii. Whether the terms in the Minutes Of 13/9/2006 and the Hand Book are binding on the defendant. iv Whether the claimant's employment was wrongfully terminated. v. Whether the claimant is entitled to his claim. vi Whether the one month salary underpayment made in July 2013 amounted to a waiver on the part of the claimant to claim against the defendant. On issue one, counsel submitted that claimant vide paragraphs 1,3,4,5,6,and 7 of his statement of claim asserted that he was employed by the defendant and gave evidence to that effect vide exhibit "Dare 4 and the defendant did not challenge same. On issue two, counsel posited that the claimant to prove the existence of the terms of employment pleaded the defendant’s minutes of 13/9/2006 and the defendants hand book both of which were tendered and admitted by this Court. The defendant denied the existence of the minutes of 13/9/2006, exhibit A04 and the existence of the handbook exhibit A03 in their pleadings statement on oath. They eventually brought out the pasted version of the minutes and tried to sway on the court to accept it as the original document. The alleged original document bears; (a) altered dated from "2006" to "2007" (b) the same signature as that on the claimant's frontloaded copy. Counsel in proof that the minutes of the defendant on the 13/9/2006 exhibit A04 is the authentic minutes of the defendant's board proceedings, submitted that Exhibit A04 at page 8 paragraph 8.01 shows that the ex-managing director, PW2 presented a remuneration package to the board of directors of the defendant on the 13th day of September 2006 which was approved at paragraph 8.05 by the board of directors and signed by the chairman of the board. Counsel also posited that appendix 1 and 11 attached to exhibit A04 has the details of the salary structure like transport allowance, tea allowance etc. Whilst appendix II contains other benefits as determined by management from time to time. Counsel urged the court to discountenance the argument of the defendant and attach full weight on Exhibit A04. Continuing counsel submitted that with regards to exhibit A03 the defendant handbook was at all times material to the affairs relating his contract of employment between him and the defendant. DW2 testified that he signed exhibit A09 wherein the hand book was relied upon by the defendant and that the hand book was used by the defendant up till the time he was sacked from the defendant's employment. He stated that the defendant in its financial statement (exhibit Dare 4) for the year ended December 31, 2011, signed by the chairman of the board of the defendant and its managing director, approved at the Annual General Meeting for the year ended December 31, 2011 and filed by the defendant's Company Secretary, DW1, at the Corporate Affairs Commission at Note 15 (a) page 22 thereof relied on the same hand book which states inter alia "Using the provisions of the staff hand book, the termination benefit was computed for 44 employees of the company as at year end using the following basis: total emolument multiplied by number of year(s) which the employee has served the company to a maximum of two 2 years" That the defendant having referred to exhibit A03 in exhibits A09 and Dare 4 and placed reliance on exhibit A03 is estopped from denying exhibit A03 and the terms contained therein. Counsel further stated that the argument of defence counsel with respect to the handbook being incorporated into the claimant’s letter of employment is a legal misconception and urged the court to discountenance same and hold that by virtue of the testimony of PW1, PW2, exhibits Dare 4 and A09, that the defendant is bound by the terms in exhibit A03 and A04. On issue three, counsel submitted that the defendant in its board meeting of 13/9/2006 approved terms of employment for its staff. Pw2 gave evidence that the board of the defendant on 13/9/2006 approved some terms of employment and that the terms were incorporated in exhibit A03 and given to members of the defendant's staff, including the claimant. Pw2 was the managing director of the defendant company, a board member and the then head of the defendant's management staff. He submitted that where the managing director and his management staff acted intra vires the defendant company, the defendant is bound thereby. PW2 testified that exhibit A04 was the minutes of the defendant's board meeting held on 13/9/2006. The claimant in dealing with the defendant relied and believed in the existence and authenticity of exhibits A03 and A04. Reliance on the exhibits by the claimant was not misplaced as the documents were made available to the claimant by the board and management of the defendant company headed by a board member, the ex-managing director of the defendant. He urged the court to so hold. On issue four, counsel submitted that claimant's employment was terminated vide a letter dated 28/6/2013 (Exhibit A06). That by virtue of paragraph 2 of Exhibit A06 and Article 3.8(b) of the defendant's hand book, it states that “In accordance with your terms of engagement, you are entitled to receive (one) month basic salary in lieu of notice". However, the defendant in July 2013 unilaterally and without agreement with the claimant paid N62,370 into the claimants' salary account and saying that the payment represented the claimant's basic salary in lieu of notice. He cited the case of MOROHUNFOLA V KWARA TECH [1986] 6 CA (PT 11) 187 @ 205 TO 206, Counsel posits that the payment of the basic salary by the defendant in July 2013 instead of 28/6/2013 amounted to a breach of the terms of the claimant's employment which makes the termination of the employment on 28/6/2013 wrongful. On issue five, counsel provided that Exhibit A03, that is the defendant's staff hand book in clause 3.18 provides that a management staff is entitled to one (1) month notice in writing or one (1) month's salary in lieu of notice and it also provides that " where the company deems it necessary for any reason whatsoever to layoff an employee the affected employee shall be paid severance package as follows: total emolument multiplied by number of year(s) with which the employee has serve the company up to a maximum of two (2) years.". Thus he is entitled to the claim as his employment was terminated wrongfully. He urged the court to so hold. On issue six, counsel submitted that the act of the defendant to pay his salary in lieu in July some two (2) weeks after the claimant had been laid off was a clear breach of the claimant's contract of employment. He posited that the defendant in September, 2013 paid into his account exgratia payment. He also stated that he informed his counsel who wrote to the defendant on his behalf asking them to either recall the payments or take them as part payment. That it is the law that a waiver can only apply where a lesser sum is paid and accepted by the claimant. In this case, the claimant was not paid his one month salary in lieu of notice as per exhibit 3 and he did not accept the basic salary paid as the claimant advised the defendant to recall the payments or take them as part payment of his entitlement. Therefore the payment was not based on the agreement of parties and the defence counsel's submission in its final Written Address has no application to the claimant. The claimant has not waived his right to recover the balance due from the defendant. Counsel urged the court to enter judgment in his favour. The defendant on the 28th of May, 2015 filed its reply on point of law wherein it contended that the Claimant in urging the Court to enter judgment in his favour, stated thus; a. that the Court should accept Exhibit A04 as the authentic minutes of the Defendant's Board of Directors Minutes of Meeting of 13th September, 2006 containing the terms of employment of the Claimant. b. that Defendant's Board of Directors, at its meeting of 13th September, 2006, gave Mr. Chester Onyemaechi Ukandu [CW 2] the prerogative to review the provisions of its handbook Exhibit A03 from time to time and that there is no material inconsistency in the testimony of Mr. Chester Onyemaechi Ukandu [CW 2]. c. the termination of the Claimant's employment is wrongful owing to the fact that his basic salary in lieu of notice was not paid to him on the 28th day of June, 2013. d. that the Claimant is entitled to 1 month salary in lieu of notice and that the one month salary underpayment made in July, 2013does not amount to a waiver on the part of the Claimant to claim in full against the Defendant e. that the terms contained in the unsigned photocopy of the alleged handbook-Exhibit A03 is binding on the defendant f. that the Defendant is estopped from denying the approval of the handbook" Exhibit A03. g. that the Claimant pleaded and gave evidence that he is one of the 44 members of staff that provision for terminal benefits were made for in Exhibit Dare4 and which was not challenged by the Defendant h. that the Defendant cannot reargue his objections to the minutes book and should be discountenanced. In reply thereon, to issue one, counsel submitted that the original of the minutes book of meeting held on the 13/09/2006 and a CTC thereof was tendered by the DW1. That at no point did the claimant in his pleadings challenge that the Minutes of Defendant's Board of Directors Meeting of 13th September, 2006, as pasted on the Defendant's minute book is inaccurate or does not represent what transpired at the said meeting. He cited the case of case of OKWEJIMINOR V.GBAKEJI [2008] LPELR-2537 ALSO REPORTED IN [2008] 5 NWLR (PT. 1079) 172 AT P. 223, PARA. B where the Court stated thus:-"No matter how brilliant the address of counsel is, it cannot be a substitute for pleadings or evidence." Counsel urged the court to hold that it is now in custody of Defendant's original minute book and then Exhibit A04 together with the extraneous materials, additions or annexure after the Signature page is of no moment in law and same does not represent the authentic minutes of the Defendant's Board of Directors Minutes of Meeting of 13th September, 2006. On issue two, counsel with regards to the submission of the claimant in his written address, submitted that no matter how brilliant a written address is cannot take the place of pleading or evidence that may be required to establish a case. He cited the case of the case of PDP &ANOR. V. INEC &ORS. [2012] LPELR- 9225(CA). That there is nowhere in the Claimant's pleadings where it is contained that the Defendant's Board of Directors, at its meeting of 13th September, 2006, delegated power to the management of Mr. Chester Onyemaechi Ukandu CW2 to review the provisions of the handbook - Exhibit GJ 2 or determine other benefits of staffs from time to time and no handbook was deliberated upon and no power or prerogative was given to Mr. Chester Onyemaechi Ukandu CW2 to review the provisions of the alleged handbook Exhibit A03 or to determine other benefits of the Defendant's employees from time to time. Counsel urged the court to so hold. On issue three, counsel submitted that Exhibit A06 claimant’s letter of termination dated 28th June. 2013 became effective on 1st July, 2013 and on the said date he was paid his one month basic salary in lieu of Notice in which the claimant admitted under oath. That the claimant having admitted or acknowledged receipt of his salary in lieu of notice, there is no legal justification on the basis of which it could be said that the termination of his employment was wrongful and actionable. He cited the case of ATANDA v. ILIASU [2012] LPELR-19662 On issue four, counsel posited that by accepting the monies paid twice into his account and spending it as he confirmed to this court, the Claimant has waived his right to say that his employment was wrongfully terminated. He cited the case of MBADINUJU V INDEPENDENT COMMUNICATIONS NETWORK LTD (2007) C.A;EKEAGWU V. NIGERIAN ARMY [2010] 16 NWLR 419, PER TABAI, J.S.C. (PP. 22-23, PARAS. F-A) held that:- “'The law is well settled that where an employee accepts salary or payment after employment is brought to an end, he cannot be heard to complain later that his contract of employment was not properly determined. Acceptance of payment by the Appellant has rendered the determination mutual. Therefore, the claimant has automatically waived his right to complain that his contract of employment was not properly determined the moment he accepted both monies paid to him by the Defendant, withdrawn and spent same. Counsel urged the court to so hold. On issue five, counsel contended that Exhibit A03 an unsigned and undated document is a worthless piece of paper that has no evidential value in law and same cannot be binding on the defendant. He cited the case of case of NASIRU GARBA DANTIYE & ANOR V. IBRAHIM YUSHUA'U KANYA & ORS [2008] LPELR- 4021 [CA]and urge the Court to so hold. On issue six, counsel submitted that it is trite that estoppel can only be a shield not a sword. He submitted that, the Financial Statement, 2011 which is said to be the basis of the estoppel was filed in 2013. The Claimant has not shown in what way he relied on the representation in the Financial Statement to his detriment and what detriment he suffered as a result of the representation of the Defendant. Counsel urged the Court to so hold. Counsel on other matters as raised in his final submission, contended that the provision of section 65 of the Companies and Allied Matters Act, Cap C20 LFN, 2004, does not inure in favour of the Claimant as he is not a third party dealing with the defendant. That no where in the claimant pleadings was it stated that the handbook - Exhibit A03 was approved by the management headed by Mr. Chester Onyemaechi Ukandu [CW2] or that the Defendant is bound by any irregularity thereat and counsel assuming without conceding that the management of Mr. Chester Onyemaechi Ukandu [CW 2] issued the handbook - Exhibit A03 on behalf of the Defendant in good faith, submitted that the Claimant has not led any evidence before this Court of how he has acted on the provisions of Exhibit A03 to his detriment to warrant application of the principle of estoppel in his favour or against the Defendant. Counsel urged the Court to so hold. Counsel also submitted that the purported handbook of the defendant is inapplicable because claimant did not sign it; he did not plead his qualification and admitted that his employment was terminated based on services no longer required and not based on redundancy, hence he cannot claim under two headings. He cited the case of TSOKWA MOTORS (NIG.) LTD. V. U.B.A. PLC [2008] 2 NWLR (PT. 1071) 347 AT P. 366, PARAS.B-C and submitted that the alleged handbook does not in any way belong to the defendant as it neither does have any handbook or issued any staff of it’s the alleged handbook. Counsel on the admissibility of document and arguing contrary to the Claimant's position that the ruling of the Court only permits parties to address the Court on the weight to be attached to the documents admitted at trial, submitted that the Court did not make such order and the Court is bound by its records. Counsel stated that the Defendant never admitted that the Claimant is one of the 44 members of staff whose terminal benefits were provided for under Exhibit Dare 4. That in the unlikely event that the Court will hold that the termination of the Claimant's employment is wrongful, he submitted that the law is well settled that where a contract of employment is terminable on notice, and the employee is not given the requisite notice, what the employee could have earned during the period of the notice is the damages that the employee can get. Counsel in conclusion, urged the Court to hold that the Claimant is not entitled to any of his claims as he had already been paid the sum of N7,500.00payment in lieu and the sum of N91 743.75 ex-gratia payment totaling N99,243.75 which is more than he is entitled and the law detest double compensation and to this end, dismiss the Claimant’s claim as being unmeritorious and unproven. I have given a calm and careful consideration to the processes filed, the witness statement of all witnesses and their demeanour and the arguments of both learned counsel in their respective final submissions. It is in the humble view of the court that the issues begging for the court’s verdict are; 1. Whether or not the claimant’s employment was wrongfully terminated; 2. Whether or not the claimant is entitle to the reliefs sought. I will treat some pertinent issues raised by the defence at the preliminary stage before delving into the main issues. It is noteworthy that these issues are on all fours with issues raised by the defendant in the two earlier sister cases considered and have equally been succinctly addressed by the Court in MR. CHESTER ONYEMAECHI UKANDU V MAINSTREET BANK REGISTRARS LIMITED UNREPORTED SUIT NO NICN/LA/335/2013 DELIVERED ON 19TH OF MAY, 2015 AND MRS KEHINDE ABIMBOLA V MAINSTREET BANK REGISTRARS LIMITED UNREPORTED SUIT NO NICN/LA/517/2013 DELIVERED ON 27TH OF MAY, 2015; it is in that regard that I adopt my decision in these cases on the preliminary issues raised by the defendant and at the risk of repetition will address some of the issues thus- JURISDICTION Now, on the jurisdiction of this Court as regards matters under the Companies and Allied matters Act, the defence urged the Court to restrict itself to its jurisdiction. It is the contention of the learned defence counsel that this Court lacks the adjudicatory power over disputes bordering on and/or cases relating to Companies and Allied Matters Act. He posited that such cases are under the jurisdiction of the Federal High Court. He cited in support Section 251(1)(e) of the 1999 Constitution as amended and the case of BUREAU OF PUBLIC ENTERPRISES V REINSURANCE ACQUISITION GROUP LTD & ORS [2008] LPELR – 8560 (CA). In response to the preliminary issues raised by defence counsel, claimant's counsel submitted that whether or not the claimant has shares in the defendant’s Company does not give the Federal High Court the jurisdiction to entertain this matter because the claimant claim is basically on termination of his employment and terminal benefits. He cited the case of OSISANYA V AFRIBANK PLC [2007] 4 MJSC 128 @140-141. He stated that a pre-action notice is not a sine qua non to the commencement of the claimant’s action in this Court. Issues of jurisdiction are paramount to adjudication and it is the bedrock on which the case rests. Jurisdiction is so paramount that any action taken by a Court without same acts in vain. See these cases AKEGBEJO V ATAGA [1998] 1 NWLR (PT.534), P 459 @ 461; MADUKOLU V NKEMDILIM [1962] 2 SCNLR, 341; SENATE PRESIDENT V NZERIBE[2004] 9 NWLR (PT. 878) @ P 251-257. It no longer admits of any argument in our adjectival law that in determining whether or not a Court has the jurisdiction or the legal power to entertain a suit, it is to the claim and statement of facts of the claimant that a resort must be had. See these case law authorities; FIRST BANK OF NIG. PLC V ABRAHAM[2008] 18 NWLR (PT. 1118), 172. INAKOJU V ADELEKE [2007] 4 NWLR (PT 1025) P 423. A reading of the claims endorsed on the complaint filed by the claimant, the statement of facts all revealed that the claims of the claimant are for his terminal benefit and damages for wrongful termination. There is no dispute about the status of the claimant or his claims as endorsed in his compliant and statement of facts above. The only dispute in this case is whether or not the claims of the claimant fall under section 254(C) (1) of the 1999 Constitution as amended(i.e. third alteration) and whether the word 'Notwithstanding' used in Section 254(C)(1) excludes the jurisdiction of all Courts on matters that relate to or connected with labour, employment, trade union, industrial relations and matters arising from work place, the conditions of service, including health, safety, welfare of labour, employee, worker, wages, salaries, gratuities etc. The provisions of Section 254(C)(1) is hereunder reproduced for purposes of clarity; ''254(C)(1). Notwithstanding the provision of Section 251, 257, 272 and anything Contained in this Constitution and in addition to such other jurisdiction as may be Conferred upon it by an Act of the National Assembly, the National Industrial Court Shall have and exercise jurisdiction to the exclusion of any other court in civil causes and matters- (a) relating to or connected with any labour, employment, trade union, industrial relations and matters arising from workplace, the condition of service, including Health, Safety, welfare of labour, employee, worker and matters incidental thereto or connected therewith. (k) Relating to or connected with disputes arising from payment or non payment of salaries, wages, pensions, gratuities, allowances, benefit and any other entitlement of any employee, worker, political or public office holder, judicial officer or any civil or public servant in any part of the Federation and matters incidental thereto;'' The word "NOTWITHSTANDING" has been defined by the Blacks' Law Dictionary 9th Edition page 1168 to mean Despite; in spite of; while according to the Thesaurus "Notwithstanding" is defined as but, despite, for all that, howbeit, in spite of, nevertheless, regardless of; The word "Notwithstanding" has been held in the case law authority of ADEBAYO & ORS V PDP & ORS [2013] LPELR 20342; wherein the apex Court adopted the interpretation ascribe to same in the case of PETER OBI V INEC [2007] ALL FWLR (Pt.378) 1116 at 1166; as excluding any impending effect of any other provision of the statute or other subordinate legislation so that the said section may fulfill itself. 'Notwithstanding' also means despite any other thing and thus means notwithstanding the powers earlier conferred on the Federal High Court under Section 251, the National Industrial Court shall have exclusive original jurisdiction over the above enumerated causes and matters to the exclusion of all Courts in this clime. The Constitution chose the NICN as the only adjudicator on the items enumerated in section 254(C)(1) of the 3rd alteration, it also has jurisdiction over matters enumerated under Section 251 of the Constitution as it relates to employment, suspension, salaries and emoluments of a Director or Managing Director. The mere fact that the conduct complained of in the Statement of claim (statement of fact) is attributable to matters relating to CAMA, then the Federal High Court will of necessity assume jurisdiction, I discountenance with this argument as put up by the defence. The position of the Law is admirably captured by Section 254(C)(1). See also: ADETONA & ORS V IGELE GENERAL ENTERPRISES LTD[2011]LPELR 159S.C. The law is trite that where words employed in a statute are plain and unambiguous, the rule of interpretation of statutes enjoins courts to give such words their natural literal and ordinary meaning. See OUR LINE LTD V S.C.C NIG LTD [2009] 17 NWLR (PT. 1170) 382. It is also the law that statute should be construed as a whole and should be given an interpretation consistent with the object and general context of the entire statute. See BAKARE V. N.R.C. (2007) ALL FWLR, 1579 at 1599, paras G - H, (2007)7. The legislature would have expressly excluded the jurisdiction of this Court over matters under Section 251 of the Constitution as it relates to employment with statutory flavour, if that was their intention. It is obvious from the reliefs endorsed on the General Form of complaint and the Statement of Facts that the grouse of the claimant is his claim for terminal benefits/gratuity and wrongful termination of employment. This is a matter contemplated by the provision of Section 254(C)(1), hence it is the intendment of the legislature that despite the provisions of Sections 251, 257 and 272 of the Constitution and anything contained in this Constitution...'' the National Industrial Court shall exercise jurisdiction over matters as enumerated under Section 254(C)(1). It is premised on all that I have stated supra, that I find and hold that this Court by virtue of Section 254C(1)(a) and (k) of the 1999 Constitution as amended [also known as the third alteration Act] has exclusive jurisdiction to entertain matters relating to or connected with dispute arising from employment, gratuities, allowance, benefit and any other entitlement of any employee, which in this case includes the claimant. It is plain on record that the claimant's claim which is paramount to the exercise of the jurisdiction of this Court, has no claim on shares. Meaning that the claims of the claimant does not include his share holding in the defendant's company if any, there is equally no claim as regards CAMA. and thus agrees with the claimant that giving a pre trial notice is not a sine qua non to the institution of this suit. As the apex Court has held severally that share ownership of an employee in company for which he works has nothing to do with the terms of his employment under that same company. it is in the light of this that I also find that the issue of pre trial notice is a requirement for an action instituted by a shareholder as regards his share holding, and not applicable in this instance case as the claimant's claim excludes shares and thus the provision of Section 272(e) of the Constitution is not applicable, but his terminal benefit. I so find and hold. MINUTES OF MEETING OF 13TH SEPTEMBER 2006. The learned defence counsel posited that the claimant purportedly gave it a notice to produce the original of the minutes of meeting of the defendant of 13th September, 2006 and that the defendant in turn produced and tendered its original minutes book in Court, containing the minutes of meeting of the 13th September, 2006, that inspite of this the claimant still tendered the loose sheets photocopy purported minutes of that day. The defence went on to posit that once the defendant or the person in possession of the document for which notice to produce was given brings the document to Court, that notice has lapsed. Cited in support is Section 89(a) of the Evidence Act 2011. Also in support was the case of AINOKO V. YUNUSA & ORS [2008] LPELR. 3663, Counsel quoted Adekeye JCA as she then was; for saying that the main purpose of giving a notice to produce is to enable the person serving the notice adduce secondary evidence of the document in question. To the defence, when the original is produced in Court, the party issuing the notice to produce can no longer tender the photocopy of same. Learned defence counsel urged the Court to hold that the defendant original minutes of 13th September, 2006 is admissible and there is no need for the copy tendered by the claimant. The Learned claimant's counsel in his submission placed reliance on his submissions on all documents objected to by the defendant during trial, including the minute and continued that both parties have argued their respective position on this issues at the trial, and were only urged by the Court to address it as to weight in their final written addresses. Let me state from the outset that it is correct that the defendant objected to the admissibility or otherwise of the minutes of meeting of 13th September, 2006, including other documents. The claimant argued and made submissions in support of the tendering and admissibility of same and the Court did admit the documents, but ordered parties to address it as to weight in their final written addresses. It is also on record that the claimant filed and served a notice to produce original copy of certain documents on 6th November, 2013, one of which is the minutes of meeting of 13th September, 2006 ( hereafter called the Minute), instead of producing original copy of the minute, the defendant however, deposed to an affidavit on 4th April, 2014 denying the existence of the minute of 13th September 2006. At the trial of this case on 20th May 2014, the claimant tendered the photocopy which he had in his possession, having first given notice to the defendant to produce the original, but failed to so produce. It was admitted in evidence and marked as exhibit AO4 whilst on 21st of May, 2014, the defendant produced a hard copy higher education book, it called its minutes book. The defendant showed the minute to CW2,( CW in Chester's case supra) who stated that the annexure to the Minute has been removed by the defendant and thus denied it. The Court admitted it and marked it as exhibit CU21, the Court then urged parties to address it as to weight to attach to same in their respective final written addresses. I carefully considered first the minute tendered by the claimant and equally compared it with the one later tendered through CW by the defendant. i.e. exhibit AO4 and CU 21 respectively. Exhibit AO4 tendered by the claimant is a photocopy consisting of 10 pages, a board paper and appendix (i) and (ii); whilst exhibit CU 21 tendered by the defendant is 10 pages, without any board paper or appendix (i) and (ii). The defendant tendered what it called a minute book, which according to the defendant consists of all minutes of meetings of the defendant. Would it be right to say as argued by the defendant that exhibit AO4 is not the minute of the board of Directors' of the defendant and that same has extraneous documents which makes it inadmissible? Now, the Black's Law Dictionary 9th Edition page 1089, defines, minutes of an organization to include a record of all official actions taken, the presiding officer, the presence of a quorum and information showing that the meeting was duly called and thus legal. The other contents of the minutes will depend upon the degree of detail desired.... The minutes should be an official record of actions taken by the organization. While ''minute book'' is defined to mean a record of the subject discussed and actions taken at a corporate directors' or shareholders' meeting''. The apex Court in WAHAB AIGBOTOSHO SIJUOLA OLANREWAJU V. THE GOV., OYO STATE & 6 ORS. [1992] 9 NWLR (PT. 265) 335 AT 366 where it was decided that oral evidence of what transpired in a meeting could be given in evidence even though there was a recorded minutes of the meeting. The decision of the Court in Olanrewaju's case was followed in EZEMBA V. IBENEME[2004] 14 NWLR( PT 894) AT PG. 651-652,660. By the decision of apex Court in these cases coupled with the meaning ascribe to it in the Black's law dictionary, 9th edition, a minute of meeting basically means record of all official actions taken, and issues discussed in a meeting. The apex Court went ahead to hold in IBENEME'S CASE that oral evidence of what transpired in a meeting could be given in evidence even though the minute of meeting is tendered. In the instance case, both the claimant and the defendant tendered the minute, however, the defendant's contention is that the minute tendered by the claimant is unknown to it in view of the annexure. Now, placing reliance on both the definition of a minute given by the Black's Law Dictionary and the case law authorities cited above, the evidence of CW2, i.e. MR CHESTER UKANDU, the erstwhile MD of the defendant who was present at the meeting corroborates the information and actions taken as recorded in the minute including the annexure which gives credence to the actions taken as contained in pages 1-10 of the minute. It is observed that page 8 of the minutes referred to appendixes 1 and 11 which were both approved by the board of directors of the defendant. The Court finds the attitude of the defendant suspicious in view of the fact that defendant had earlier denied the existence of the minute in an affidavit it filed in response to a notice to produce the minute of meeting in question, and later appeared with a minute of meeting in its minutes book, this shows that the defendant have something to hide. It equally implies that the document, i.e the minute is not beneficial to them , hence, the defendant lied on oath to the Court which is in law perjury that it does not have a minutes of meeting of 13/9/06. In fact my worry becomes more heightened when on a closer look at the minutes book, which allegedly contained the minute looks new and does not look like a minute book kept by the company since 2006, i.e. 8 years ago or before then. It is consequent upon all the above that I find that exhibit AO4 having been tendered by the claimant who had already given notice to produce to the defendant to produce the original copy but failed to so do, thereby leaving the claimant with no other option than to tender the photocopy in his possession, which was corroborated by CW2 who gave evidence as to what transpired at the meeting as the then MD in attendance at the meeting. This by virtue of Section 89(a ) of the Evidence Act 2011, is admissible and thus suffices. Consequently, I hold that exhibit AO4 was not wrongly admitted and thus forms part of the record of this Court. I hereby discountenance with the minutes later tendered by the defendant. I so hold. STAFF HANDBOOK. As regards the defendant's employees' handbook, both parties arguments on same at trial is adopted. At the risk of repetition, the defendant's contention is that the handbook i.e. exhibit AO3 was fabricated and prepared by the then MD, CW2 without the approval of the defendant's board of directors and thus amounts to CW2 making agreement for himself and the staff. Employees' handbook contains terms and conditions of service of employees. The claimant stated in evidence that the handbook was approved by the defendant's board of directors at the meeting of 13/9/06 and CW2 corroborated this by stating in addition that it was partly approved by management and that the compilation of same is a management function. On a closer look at exhibit AO4, i.e. the minute of meeting of 13/9/06, it made reference to staff remuneration package and benefits at paragraphs 8.01 and 8.02 and appendix (i) and (ii) of the minute; all these evince that the content of the handbook are issues already discussed and approved by the board of directors of the defendant. The defendant's Company Secretary, i.e DW1 Mr. Adetayo Ogunbanjo admitted under cross examination that the defendant's board approved remuneration and certain structure of the defendant at its meeting of 13/9/06. DW1 also admitted that 13 months salary paid to defendant's staff was approved by the board as bonus, which he equally agreed that its at paragraph 4.5 of the staff handbook. DW2 further admitted that the defendant has a staff handbook, but denied that it is exhibit AO3, but failed to produced any other handbook to substantiate his claim. I agree with the testimony of CW2 who was the Managing Director of the defendant at the time the handbook was compiled, that it is a management function to produce a handbook based on an approved terms by the board of directors of a Company. It is also on record that the claimant's appointment letter referred to other conditions of service applicable to his cadre. The Court of Appeal in E.C.W.A V. DELE [2004] 10 FWLR (PT. 230) 297, held that where the conditions of service applicable at the time of appointment had in the meantime been amended or replaced, the relevant condition of service is the one that is applicable at the time of termination of appointment. To hold that it is the one applicable at the time of appointment will mean that if the amended one, or the new one introduces benefits such as improved conditions service, which ought to be the case, then the employee would be denied same. CW2 stated under cross examination that exhibit AO3 was reprinted and AO3 is the reprinted copy after the approval of the content, which is the terms and conditions approved by the board of directors. The action of the MD/CEO which was approved by the board of directors and who also gave him power to so act, is valid and cannot at this stage be denied by the defendant on whose approval he so acted; see the minute of 13/9/06. The Court in view of all the above stated facts, having weighed all the evidence on the imaginary scale, the side of the claimant carries heavier probative value than that of the defendant as regards the defendant's staff Handbook in the absence of any contrary other. I so hold. THE INTERNAL MAIL. EXHIBIT AO9 It is the contention of claimant that the defendant vide the internal mail dated 28/7/201 duly informed its staff including him that he could be laid off under clause 3.18 of the staff handbook and provision for his terminal benefits had already been made in the books of the company, in view of the reinvestment policy of the banking sector and he thus places reliance on same as a succor in case of termination as envisaged by the defendant . The defendant on the other hand contended that the mail relied upon by the claimant did not emanate from it and more over it is inadmissible as it is a photocopy. It is also contended that the defendant would not have made provision for the claimant's terminal benefit in a financial books for the year ending 2012, a futuristic action. It is my finding that Exhibit AO9 emanates from a proper source as it relates to termination of employment and final entitlements of the claimant and also relevant to the facts in issue which is a claim for termination and terminal benefit/gratuity. It was equally signed by the erstwhile MD of the company, Chester Ukandu. It is trite that relevancy is a precursor to admissibility. In effect the document in issue has fulfilled all the rules of admissibility and should be admissible in evidence. It is germane to state at this point that this Court is both a Court of Law and Equity and by Section 12 (2) (b) of the National Industrial Court Act 2006, this Court in the overall interest of justice may depart from the strict adherence of the Evidence Act, it is thus in the overall interest of justice that I exercise my discretion in this regard and admit exhibit AO9, i.e the internal mail conveying to the claimant issues bordering on his employment and final terminal benefits. I so find and hold. As regards the contradictions in CW2's testimony, it is the defendant's grouse that the CW2's testimony is full of contradictions and should thus be discountenanced. The law is long settled that, it is the primary function of a trial court which had the advantage of seeing and hearing the witnesses to assess and evaluate the evidence led by them. In other words, the evaluation of evidence and ascription of probative value to such evidence, both oral and documentary, are the functions of a trial court which saw, heard and assessed the witnesses. I have taken time to go through the evidence of CW2 before this Court, the evidence he gave in this case as well as other sister cases as a subpoenaed witness, including his evidence under cross examination and documents identified by him, it is the Court's finding that there are no material contradictions in the evidence of the CW2 that is so grave to warrant setting aside his testimony on record, or differently put the alleged contradictions are not so material to the extent that they cast serious doubts on the claimant's case as presented, thus the Court shall place premium on it. I so hold. Now to the main issues, it is the claimant’s contention that the terms and conditions of employment binding him and the defendant are as provided in Exhibits A02 and A03 respectively, i.e. his letter of employment and the defendant staff handbook which he tendered in prove of his claims. The defendant in disagreement posited that it has no staff handbook and never gave same to any of its staff. It is the contention of the claimant that the Management of the defendant gave him a staff handbook which contains his terms of contract and was approved by the defendant’s board of directors in its meeting dated 13/09/2006. As stated supra under the preliminaries. He subpoenaed the then MD/CEO of the defendant, one Mr. Chester Ukandu who testified confirming the claimant’s claim. See the decision of the court supra on exhibit AO3. It is on record that DW2 denying the existence of the handbook under oath posited that the bank has a handbook for all its subsidiaries in 2014 but the purported handbook of 2014 is not before the court. The claimant’s employment having been terminated on the 28th of June, 2013, would not have had the alleged 2014 handbook . It is also argued by the defence that the claimant did not sign his Handbook; The absence of the claimant signature on the frontloaded copy does not make the document inadmissible neither did it alter any of its content. It is not the requirement of law for a handbook to be signed by a staff for it to be authentic. The major pertinent questions that need answers as regards the staff handbook is whether or not it emanates from the defendant, and if so does it contain the terms and conditions of the contract of employment regulating the affairs of both parties?. Having held supra that the Handbook tendered by the claimant on record is the defendant's employee's Handbook, I further find and hold that the terms and conditions of the claimant’s employment is regulated by Exhibit AO3 which is the Defendant’s handbook as approved by the board in Exhibits AO4 and corroborated by CW2 the then MD/CEO of the defendant who admitted that the management of the defendant under his leadership gave all staff of the defendant a copy of the handbook and his action is binding on the defendant. As the law is settled that the action of an agent of a disclosed principal is binding on the principal. See the case of MR. CHESTER ONYEMAECHI UKANDU V MAINSTREET BANK REGISTRARS LIMITED supra. I so find and hold. It is the case of the claimant that he was employed by the defendant vide a letter dated 15th of May, 2008 as a clerk and his appointment was confirmed on the 17/12/2008. That by a letter dated 28/6/2013 the defendant in clear breach of his terms and conditions of service terminated his appointment. It is the basic principle of law that in a master servant relationship, an employer has the right to terminate his employee’s employment for good or bad reasons or for no reasons at all provided the termination is in accordance with the terms of the contract of employment. See MR S. ANAJA V UNITED BANK FOR AFRICA PLC [2014] 4 ACELR 78. It is also the law that in a claim for wrongful termination of appointment, the party who asserts must place before the court his terms of contract and to prove how the terms were breached by the employer. The claimant in prove placed before the court his letter of employment Exhibit A02 and Exhibit AO3. First and foremost the claimant by exhibit AO2 has established that there was a contract of service between him and the defendant. The claimant stated further in prove of his case, that going by paragraphs 3.8 and 3.16 of the defendant’s hand book the defendant has breached the clear terms of the contract of employment by not issuing him the requisite notice as stated in the handbook. The defendant, by paragraph 21 of DW1 witness statement on oath admitted that the claimant ought to have been issued a one month notice or one month salary in lieu before claimant’s termination but paid the sum of N7,500 which is the claimant’s monthly basic salary and also paid to the claimant the sum of N91, 743.75 as what he called exgratia payment thus the total sum of N99,243.75 was paid to the claimant, this the claimant admitted was paid into his account on 20th August, 2013, but rejected the said payment vide a letter he caused his counsel to write to the defendant i.e. exhibit AO8 and urged the defendant to either retrieve the amount paid into his account or alternatively take it as part payment of his entitlement. Paragraph 3 of exhibit AO8 is highlighted thus for ease of reference- '' Our client do not intend to accept anything less than what is legally due to them as terminal benefits. if the said payment is in satisfaction of their entitlements from your company, we hereby on their behalf reject the payments. You are thereof at liberty to recall the payments. Alternatively our clients can consider the payment as part payment whilst they pursue the payment of the balance'' The defendant did not however react to this letter or recalled the money paid into claimant's account. Meanwhile claimant's letter of termination was dated 28th June, 2013 but was to take effect on 1st July, 2013. The import of which is that the claimant was given one day notice of termination, whilst claimant's letter of employment exhibit AO2 and staff handbook states that 30 days notice is required to determine the employment. The converse of which is that a party intending to determine the relationship without notice is to give 30 days/one month salary in lieu of notice. It is obvious from exhibit AO7 which is claimant's June 2013 pay slip that the claimant's 30 days/a month salary is N86,330.26. Contrary to what the defendant paid the claimant as salary in lieu of notice which was the sum of N7,500.00 claimant's one month basic salary. One wonders how the defendant arrived at this amount, given that claimant's employment letter which the defendant heavily relied on as the only term regulating its relationship with the claimant specifically states ''not less than 30 days notice is required from either side for termination of employment''. This is a clear disregard and contravention of the provision of the terms of contract of the parties. Defence also contends that the claimant having accepted the said sum cannot complain at this stage. It is plain from the tone and tenor of the above captured paragraph of exhibit AO8, that the claimant in clear terms rejected the said payment. It is thus not true that the claimant accepted the payment and thus estopped from complaining. Given that the payment of one month basic salary to the claimant was contrary to the terms of claimant's employment. Consequently, I find that the termination of claimant's employment by the defendant is wrongful and he is thus entitled to damages. I so hold. On issue two, It is the claimant’s claim that he is entitled to terminal benefit of N 2, 071,926.24 less N91, 743.75. The defence in response averred that the claimant is not entitled to any terminal benefit in the said sum as claimed by the claimant. It is on record that the defendant had at its board of directors meeting dated 13/09/2006, as evinced by Exhibits AO4, approved benefits for its staff at page 8 of the minutes of 13/09/2006. I have carefully perused the termination letter dated 28th of June, 2013 Exhibit AO2 which states that terminal benefits of the claimant shall be paid in due course. The handbook Exhibit AO3 further stated that the only provision on termination is a requisite notice and payment of other terminal benefits the staff is entitled to. The minutes of the meeting of the board of directors of the defendant Exhibit AO4, and approved by the defendant’s Board of directors, specifically made provision in its Appendix ii for the payment of gratuity to its staff who has served the defendant for five (5) years and above. The calculation of which consists of 100% of the annual basic salary plus monthly Housing allowance, transport allowance, multiplied by the number of years of service. It is on record that the claimant was employed by the defendant in 2008 and was sacked on 1st of July, 2013,vide a letter dated 28th June, 2013, what this means is that the claimant having served for the period of five years and thus entitled to benefit from the provisions of Appendix ii in Exhibit AO4. The claimant is thus entitled to the sum of N550,781.25 which is the sum total of his annual basic salary in the sum of N90,000, his monthly Housing and Transport allowances in the sum of N12,031.25 and N8,125 multiplied by five years which is the period of years the claimant served the defendants and not the sum of N91,743.75 so called ex gratia payment paid into claimant's account on 20th August 2013 almost two months after terminating claimant's employment, but was rejected by the claimant. I find it difficult to fathom how the defendant arrived at this type of payment when it has failed woefully to substantiate the said payment with any document not even the claimant's letter of employment provides for such payment. If I may ask, was the defendant acting aimlessly without any regulated contract and could just make up any amount or take a sole decision from the blues as desired. Differently put is the defendant a corporate entity, a father Christmas who doles out money as put by the learned defence counsel ' graciously' gave the claimant N91,743.75. This I must say does not paint a picture of a properly regulated defendant company and I doubt if that is the true position of things. It is in this regard that the balance of probability tilt highly in favour of the claimant's claim that his relationship with the defendant is regulated by both his letter of employment and the employee's Handbook which has been held supra to be the defendant's company's Handbook as corroborated by CW2 who was the MD of the company. I therefore resolve issue two in favour of the claimant. Having failed to pay the claimant's entitlements at the time of determining his employment, I invoke the provisions of Section 19(d) of the National Industrial Court Act 2006, by awarding the sum of N172,660.52 as two months salary to the claimant. In conclusion, it is obvious that the claimant’s claims succeed and for the avoidance of doubt, I declare and order as follows; 1. That the claimant’s employment was wrongfully determined by the defendant. 2. That the claimant is entitled to terminal benefits/gratuity having served the defendant for more than 5 years. 3. That the defendant shall pay the claimant the sum of N86,330.26 as one month/30days salary in lieu of notice less the N7,500 that was earlier paid into claimant's account. 4. That the defendant shall pay to the claimant his gratuity in the sum of N550,781.25 less N91,743.75. 5. That the defendant shall pay the sum of N172,660.52 as two months salary to the claimant. 6. I award the cost of N100,000 in favour of the claimant. 7. All sums awarded in this judgment shall be paid to the defendant within 30days of this judgment failing which an interest of 21% per annum shall be paid. Judgment is accordingly entered. HON. JUSTICE OYEWUMI OYEBIOLA O. JUDGE