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REPRESENTATION Mrs F. A. Ajibola, for the claimant. Kabiru Bello, for the defendant. RULING 1. On 6th February 2017, the claimant filed a complaint against the defendant praying for the following reliefs: (1) The sum of N30,436,935.85.00 (Thirty Million, Four Hundred and Thirty-Six Thousand, Nine Hundred and Thirty Naira, Eighty-Five Kobo) being the outstanding and unpaid balance of the various loans and advances given to the defendant by the claimant during his employment with the claimant. (2) Interest on the said sum of N30,436,935.85.00 (Thirty Million, Four Hundred and Thirty-Six Thousand, Nine Hundred and Thirty Naira, Eighty-Five Kobo) at the rate of 21% from 1st October 2016 until judgment and thereafter at the rate of 6% per annum until the entire sum is paid. (3) The cost of this action assessed at N500,000.00 (Five Hundred Thousand Naira). 2. In reaction, the defendant filed a preliminary objection praying for an order striking out this suit for want of jurisdiction. In support of the preliminary objection is an affidavit and a written address. The claimant reacted by filing a counter-affidavit and a written address. The defendant did not file any reply on points of law. 3. To the defendant, he is a former employee of the claimant. That upon disengagement from the claimant’s employment, the claimant demanded the payment of sums which the claimant claimed was due to it from the defendant. That the defendant through several correspondence requested for a breakdown of his indebtedness to enable him make arrangements fro settlement, which till date the claimant is yet to provide the required information. The defendant proceeded to submit a sole issue for the determination the Court, namely: whether this Honourable Court has jurisdiction over the claims as disclosed in the processes filed in this suit. To the defendant, the claims as formulated is one for recovery of debt(s) from the defendant to the claimant. The defendant then referred to section 7 of the National Industrial Court (NIC) Act 2006 and submitted that the claims as formulated fall outside the ambit of the jurisdiction of this Court. The defendant also referred to the third paragraph of the letter dated 25th October 2016 attached to the complaint, which reads: “…Please note that if the settlement is not received within the above specified period, the welfare loan will be reclassified as a commercial loan and will run at the prevailing commercial interest rate per annum†(the emphasis is the defendant’s). That the fourth paragraph of same letter states: “Please note that your account has been modified to allow debit interest charges in the event that you have a debit balance therein…â€. The defendant then submitted that these relevant parts of the letter show that as at the date of filing this suit, the loans/advances granted the defendant while in the claimant’s employment have been reclassified as commercial loans or advances. Simply put, that the transaction is and should be regarded as a purely commercial one; as such the relationship between the parties is no longer that of “employer/employee†but that of a “bank/customerâ€. That accordingly, the claims as formulated before the Court falls outside the ambit of civil causes and matters over which this Court can exercise jurisdiction. 4. The defendant continued that it may be argued that the outstanding sums due to the claimant resulted from loans/advances granted while the defendant was in employment, which the defendant is not disputing. But that the contention of the defendant is that the terms on which those facilities/advances were granted have changed drastically with regards to the tenor and interest rates applicable, wth the transaction now being a purely commercial on and should be seen as such. Furthermore, that the claim before the Court is one for recovery of debt owed the claimant by the defendant and does not meet any of the criteria listed in section 7(1) of the NIC Act for the Court to assume jurisdiction, referring to Oloruntoba-Oju & 5 ors v. Dopamu & 6 ors [2008] 4 MJSC 1 at 16 - 19, where the Supreme Court held that jurisdiction will be determined by the subject matter of the claim; and that it is the claim brought and not the capacity in which the claim is brought that should determine the question which court has jurisdiction over a matter. Relying on this case, the defendant submitted that it is not the relationship between the parties to the suit or the capacity in which the parties have sued or have been sued that would confer jurisdiction on this Court but the claims filed. Relying on Inakoju v. Adeleke [2007] 2 MJSC 1 at 48, the defendant concluded by submitting that once the Court finds that it does not have jurisdiction to entertain this suit, the proper order to make is one striking it out, urging the Court to so hold. 5. The claimant in reaction also framed a sole issue for determination, similar to that of the defendant, to wit: whether this Honourable Court has jurisdiction to entertain this suit. The claimant cited Western Steel Works v. Iron and Steel Workers [187] 1 NWLR (Pt. 49) 284, which upheld the position of the law that it is the claim of the plaintiff that determines the jurisdiction of the Court which entertains the claim. Also referred is section 254C(1) of the 1999 Constitution. That the present suit emanated from the loans given to the defendant while in the employ of the claimant and the defendant’s refusal to liquidate its indebtedness to the claimant. That paragraphs 2 and 3 of the statement of claim shows that the loans were given to the defendant during the course of the defendant’s employment and the advances and unearned allowances were more or less perks of his employment. That the debt, subject matter of this action, was incurred during the course of the defendant’s employment and, therefore, arises from and is connected with his employment; as such, it is covered by section 254C of the 1999 Constitution. That the claim for N30,432,935.85 being outstanding and unpaid balance of the various loans and advances given to the defendant by the claimant during his employment with the claimant plus interest is one within the jurisdiction of this Court; citing Coca-Cola (Nig) Ltd v. Akinsanya [2013] 18 NWLR (Pt. 1386) 255, which confirmed the exclusive jurisdiction of the NIC, and Bisong v. Unical [2016] LPELR-41246(CA), which held that the jurisdiction of the NIC is limited to matters closely related to labour and employment matters. 6. The defendant had argued that the claimant reclassified the loans/advances granted to the defendant as commercial loans, as such the parties no longer have an employer/employee relationship but rather a bank/customer relationship, which makes the claims in this suit to fall outside of the jurisdiction of the Court. The claimant urged the Court to discountenance this argument as it is misconceived. That the point to be considered here is when the loans were granted. That “the loans were granted the defendant as an employer (sic) of the claimant and not as a customerâ€. That this is the origin and foundation of this matter. That it is irrelevant if commercial rates are now applied to the loans upon the defendant’s failure to liquidate it upon exit from the bank. That the point remains that the matter would not have arisen if the defendant were not an employee of the claimant. The claimant went on that the outstanding balance of the loans advanced to the defendant was to be liquidated by the defendant on leaving the service of the bank as clearly stated in the terms of the loans. Also that the defendant was an employee of the claimant and as such the indebtedness to the claimant are monies which have accrued from the loans/advances that the defendant failed to liquidate. To the claimant, the defendant is not a customer to the claimant. That the claimant reclassified the welfare loan as a commercial loan due to the fact that the outstanding balance of the loan was yet to be liquidated upon the exit of the defendant from the employ of the claimant. That it is a trite principle of law that parties to an agreement are bound to all the terms they voluntarily undertook to carry out under the said agreement, citing UBN v. Arable [2011] 18 NWLR (Pt. 1278) 152 at 185. That the defendant agreed to the terms and conditions of the welfare loans with the claimant as an employee and as such the defendant is bound to all the terms. That the Court has a duty to determine the rights of the parties in this suit under the written contract. In conclusion, the claimant urged the Court to dismiss the application of the defendant for lack of merit. COURT’S DECISION 7. After due consideration of the processes filed in this suit and the submissions of counsel, the issue before the Court is whether this Court has jurisdiction to hear and determine the case of the claimant as couched and filed. It was Lord Steyn who said, “In law, context is everythingâ€. See R v. Secretary of State For The Home Department, Ex Parte Daly [2001] 3 All ER 433; [2001] 1 AC 532; [2001] 2 WLR 1622; [2001] UKHL 26. By the reliefs of the claimant, this case is for the sum of N30,436,935.85 (as well as interest on it) being outstanding and unpaid balance of various loans and advances given the defendant by the claimant during his employment with the claimant. Paragraph 2 of the statement of facts describes the defendant as a former employee of the claimant; and paragraph 3 states that during the course of the defendant’s employment, he applied for and received several loans from the claimant. Paragraphs 4 and 5 put the loans and advances as housing loan, net book value of status car, unearned clothing allowance, unearned education allowance, unearned furniture allowance, unearned housing allowance, unearned location allowance and building loan. And by paragraph 8, the claimant will contend at the trial that it is the industry practice that all unearned allowances and net book value of the status car are refunded or are deducted from the entitlements of the disengaging staff. Given these averments in the pleadings (statement of facts), does this Court have jurisdiction over this case? This remains the question. 8. The defendant, relying on only section 7 of the NIC Act 2006, and Oloruntoba-Oju & 5 ors v. Dopamu & 6 ors [2008] 4 MJSC 1 at 16 - 19 and Inakoju v. Adeleke [2007] 2 MJSC 1 at 48, submitted that this Court does not have jurisdiction over this case as the claims before the Court are for recovery of debt owed the claimant, something outside of the criteria listed in section 7(1) of the NIC Act 2006. In paragraph 3.8 of the written address in support of the preliminary objection, the defendant further explained its stance by stating that the letter dated 25th October 2016 attached to the complaint shows that as at the date of filing this suit, the loans/advances granted the defendant while in the claimant’s employment have been reclassified as commercial loans or advances; as such the relationship between the parties is no longer one of employer/employee but one of banker/customer. The defendant is not disputing that the loans/advances were granted while he was in the employment of the claimant. See paragraph 3.11 of the written address. His argument is that the terms on which those facilities/advances were granted have changed drastically with regard to the tenor and interest rates applicable; as such the transaction is now a purely commercial one and should be seen as such. 9. In answer, the claimant submitted that the point to be considered here is when the loans were granted. That the loans were granted the defendant as an employee of the claimant (something the defendant acknowledges) and not as a customer. That this is the origin and foundation of this matter. That it is irrelevant if commercial rates are now applied to the loans upon the defendant’s failure to liquidate it upon exit from the bank. That the point remains that the matter would not have arisen if the defendant were not an employee of the claimant. 10. To start with, the defendant in arguing against the jurisdiction of this Court and relying on only section 7 of the NIC Act 2006, without any reference whatsoever to section 254C(1) of the 1999 Constitution (the principal provision that governs the jurisdiction of this Court today), was only arguing with half the picture, and half the law, in mind. The cases of Oloruntoba-Oju & 5 ors v. Dopamu & 6 ors and Inakoju v. Adeleke (all supra) he relied on, both predate the Third Alteration to the 1999 Constitution, which gave birth to section 254C(1) of the 1999 Constitution. Section 254C(1) is by far a much improved provision over and above section 7 of the NIC Act 2006 in terms of the jurisdiction of this Court. Section 254C(1) of the 1999 Constitution bestows on this Court exclusive jurisdiction over ALL and ANY labour/employment matter, and matters connected with or incidental thereto. See Coca-Cola Nigeria Limited & ors v. Mrs. Titilayo Akisanya [2013] 18 NWLR (Pt. 1386) 255; [2013] 1 ACELR 28; [2013] 36 NLLR (Pt. 109) 338 CA. Is the recovery of a loan and advances granted an employee while in employment, which thereby becomes a debt, one that is a matter connected with or incidental to labour and employment? This to me remains the key question in determining whether or not this Court has jurisdiction over this case. 11. Where an employee, often a disengaged one, sues his/her employer, and the employer counterclaims for the recovery of loans/advances, the NIC has often assumed jurisdiction on the basis that the counterclaim is a matter connected with or incidental to labour or employment. In James Adekunle Owulade v. Nigerian Agip Oil Co. Ltd unreported Suit No. NICN/LA/41/2012, the judgment of which was delivered on 12th July 2016, for instance, the defendant employer counterclaimed against the claimant for N38,052,678.40 being the total outstanding and unpaid sum due to and retained by the claimant in respect of various unamortized allowances, loans, costs and indebtedness, comprised of sums specifically owing and due from the claimant to the defendant; N1,041,666.70 being the prorated monthly rent paid on the official residence given to the claimant by the defendant; US$1,365.52 (or its Naira equivalent) being the lease charges for the family car, Toyota Corolla 1.8ltr Reg. No. HU 445 EKY; a mandatory injunction compelling the claimant to deliver up the official residence with all the furniture and other household items therein; a mandatory injunction compelling the claimant to deliver up possession of the family car Reg. No. HU 445 EKY; exemplary damages in the sum of N100,000,000.00; and pre- and post-judgment interest. This Court assumed jurisdiction, heard and determined the counterclaim. 12. As it is, this Court has had no issue with assuming jurisdiction over counterclaims of employers against disengaged employees for the recovery of debts incurred while in employment. By law a counterclaim is treated as an action of its own. See Maobison Inter-Link Associated Ltd v. UTC Nigeria Plc [2013] LPELR-20335(SC), which held a counterclaim to be an independent and separate action; and Ogiren v. Olufunmilayo & ors [2015] LPELR-24295(CA), which also held a counterclaim to be a separate and distinct action, and then stressed that there is no need citing any authority in support of this well known principle of law because there is a rain of authorities. So if this Court assumes jurisdiction over counterclaims seeking to recover debts, is the instant case any different? I do not think so despite that there are NIC decisions that appear to have taken a different course. See Mr. Ojeka John Ashibene v. Access Group of Schools & anor unreported Suit No. NICN/CA/18/2013, the judgment of which was delivered on 8th March 2016 (dealing with tenancy), Mr. Oyebanji Julius Odeniyi & 11 ors v. Shell Petroleum Development Company of Nigeria Limited unreported Suit No. NICN/LA/648/2013, the ruling of which was delivered on 2nd July 2015 (dealing with ownership and refund of excess money paid in respect of the houses in question) and Zenith Bank Plc v. Mr. Obaro Odeghe unreported Suit No. NICN/LA/342/2014, the decision of which was delivered on 12th January 2016 (dealing with mortgage and personal loans). I quoted earlier in paragraph 7 above Lord Steyn’s “In law, context is everything†statement. As such in Mrs Kikelomo Kola-Fasanu v. Prestige Assurance Plc unreported Suit No. NICN/LA/25/2016, the ruling of which was delivered on 24th January 2017, this Court distinguished all these cases and assumed jurisdiction over reliefs relating to the unilateral reduction of loan periodic payment schedule contrary to the mutually agreed monthly deductions and prepayment timeline between the parties under the Housing Loan and Deed of Legal Mortgage, frustration of repayment obligations under the Housing Loan and Deed of Legal Mortgage and the attempt to repossess, auction, sell, dispose of or otherwise deal with any right, title or interest or advertise for sale the property in question. The arguments of the defendant: a) that the Deed of Legal Mortgage cannot be said to guarantee the employment of the claimant especially as the Deed of Legal Mortgage and the claimant’s contract of employment are separate and independent of each other (one can survive where the other is no longer in existence); b) that the Deed of Legal Mortgage constitutes a private or external arrangement between the claimant and her erstwhile employers, the defendant; c) that it is irrelevant that the Deed of Legal Mortgage was executed while the claimant was an employee of the defendant as to be held to be incidental to the claimant’s contract of employment; and d) that the Deed of Legal Mortgage does not provide for the claimant’s terms of employment, conditions of service, safety, welfare, health, pensions, gratuity, allowances, or other entitlement of a worker which are all issues squarely within the jurisdiction of this Court as contained in section 254C of the 1999 Constitution (as amended), were all rejected by the Court. 13. As it is, therefore, it is my finding and holding that this Court has jurisdiction over the claims of the claimant. The defendant’s preliminary objection lacks merit and is hereby dismissed. 14. I cannot end this ruling without expressing my disappointment at the approach of the defendant in arguing his objection. First I indicated earlier that the defendant relied only on section 7 of the NIC Act 2006 without any mention of section 254C(1) of the 1999 Constitution. Secondly, as I have shown, this Court has a number of decisions in which issues similar to that posed by the defendant in the instant case were considered. The defendant made no attempt whatsoever to cite any of such decisions to this Court. I have always advised that the starting point is always the decisions of the Court before whom an issue is raised. This is an advice that has often gone unheeded. I reiterate this advice in the circumstances of this suit. 15. Ruling is entered accordingly. I make no order as to cost. …………………………………… Hon. Justice B. B. Kanyip, PhD