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JUDGMENT Introduction and claims The claimant filed this complaint against the defendant on 20th July 2012 together with the accompanying originating processes. By an amended statement of facts filed on 11th February 2016, the claimant is seeking the following reliefs: a. A declaration that the summary dismissal of the claimant by the defendant vide the defendant’s letter dated September 3, 2010 was wrongful, malafide and contrary to the provisions of the defendant’s Employee Handbook issued in March 2007. b. A declaration that the action of the defendant in summarily dismissing the claimant has frustrated the Home Loan Agreement between the claimant and the defendant. c. An order setting aside and quashing the defendant’s letter dated September, 3rd 2010. d. An order directing the defendant to convert the summary dismissal of the claimant to retirement with the payment of full benefits, inclusive of the benefits contained in Clause 8.12.1 of the defendant’s Employee Handbook of March 2007, with effect from the date of the Judgment of this Honourable Court. e. An order of perpetual injunction restraining the defendant from selling disposing of or howsoever interfering with the claimant’s possession and quiet enjoyment of the claimant’s 4 bedroom semi-detached house situate, lying and being at Good homes Estate, Oke Ira Nla, Lekki, Lagos. f. An order directing the defendant to pay the claimant the sum of Fourteen Million, Five Hundred and Fifty Five Thousand, Five Hundred and Fifty Four Naira (N14,555,554.00) as outstanding and unpaid salaries and allowances from the month of July, 2009 to the month of September, 2010. g. An order directing the defendant to pay the claimant the sum of Ten Million, Nine Hundred and Thirty Three Thousand, Five Hundred and Twenty Nine Naira only (N10,933,529.00) per annum from September 2010 to the date of the Judgment of this Honourable Court and thereafter 10% per annum as post judgment interest. h. An order directing the defendant to issue the claimant a formal letter of apology for wrongful dismissal. i. The sum of N20,000,000.00 as general damages for wrongful dismissal. j. The sum of N4, 000,000.00 as cost of action. The defendant filed an amended statement of defence and a counter claim on 30th January 2017 together with the relevant accompanying processes. The defendant counter claimed as follows: 1. The sum of N14,582,177.08 (Fourteen Million, Five Hundred and Eighty-Two Thousand, One Hundred and Seventy-Seven Naira, Eight Kobo) being the outstanding sum due on the Staff Home Loan Facility granted to the defendant to counter-claim by the counter claimant, and collaterised with the 4-Bedroom Semi-Detached House lying, situate and being at Good Homes Estate, Oke Ira Nla, Lekki, Lagos. 2. The sum of N1,337,202.26 (One Million, Three Hundred and Thirty-Seven Thousand, Two Hundred and Two Naira, Twenty-Six Kobo) being the outstanding sum due on the Housing Loan Facility granted to the defendant to counter-claim by the counter-claimant’s letter dated 13th January, 2004. 3. The sum of N8,300,876.03k (Eight Million, Three Hundred Thousand, Eight Hundred and Seventy Six Naira, Three Kobo) being the outstanding sum due on the Welfare Loans granted to the defendant to counter-claim by the counter-claimant. 4. Interest on the sum of N14,582,177.08(Fourteen Million, Five Hundred and Eighty-Two Thousand, One Hundred and Seventy-Seven Naira, Eight Kobo), at the rate of 17% per annum from December, 2012 until final judgment and thereafter at 10% per annum until final liquidation of the entire judgment sum. 5. Interest on the sum of N1,337,202.26 (One Million, Three Hundred and Thirty-Seven Thousand, Two Hundred and Two Naira, Twenty-Six Kobo) at the rate of 17% per annum from 11th October, 2011 until final judgment and thereafter at 10% per annum until final liquidation of the entire judgment sum. 6. Interest on the sum of N8,300,876.03k (Eight Million, Three Hundred Thousand, Eight Hundred and Seventy Six Naira, Three Kobo) at the rate of 17% per annum from 11th October, 2011 until final judgment and thereafter at 10% per annum until final liquidation of the entire judgment sum. IN THE ALTERNATIVE 1. An Order granting the counter-claimant leave to sell the 4-Bedroom Semi-Detached House lying, situate and being at Good Homes Estate, Oke Ira Nla, Lekki, Lagos, in full or partial satisfaction of the defendant to counter-claim’s indebtedness to the counter-claimant. The claimant relied on her reply to the statement of defence and defence to counter claim filed on 23rd April 2013. The defendant also relied on its reply to the defence to the counterclaim dated 16th May 2013. Case of the claimant The claimant’s case on the pleadings is that the defendant employed her on the 18th day of September 1989 as a Graduate Supervisor and she was posted to the defendant’s Ibadan Bank Road Branch. The claimant states that the terms of her employment is regulated by the defendant’s Employee Handbook, the applicable edition being that dated March 2007. She rose steadily through the ranks and was promoted by the defendant to the position of Manager on the 1st April 2007 and her annual remuneration was the sum of Ten Million, Nine Hundred and Thirty Three Thousand, Five Hundred and Twenty Nine Naira only (N10,933,529.00). The claimant stated that the defendant appointed her as a Mentor under its Employee Mentoring Program and was at various times posted to work in difeerent branches of the defendant including Ikeja Industrial Estate, Surulere Shopping Centre, Yaba, LBO Iganmu, Murtala Muhammed Way, Agidingbi, Daleko, Iddo and Moloney branches. The claimant averred that the defendant by its letter dated 6th August 2008, granted her a Staff Home Loan of Twelve Million, Five Hundred Thousand Naira (N12,500,000.00) at an agreed interest rate of nine per cent (9%) per annum to enable her purchase a personal house under its Staff Home Loans Scheme. That it was an express condition of the loan that the repayment would be by quarterly deductions from her salary. The claimant stated that she provided an equity contribution of Two Million, Five Hundred Thousand Naira (N2,500,000.00) to the Staff Home Loan which brought the total sum to Fifteen Million Naira (N15,000,000.00) and she purchased an uncompleted 4-bedroom semi-detached house at Good Homes Estate, Oke Ira Nla Lekki Peninsula, Lagos and she expended further sums in excess of Six Million Naira (N6,000,000,00) towards completion of the property. The claimant stated that by the defendant’s memo dated 28th October, 2004 she was reassigned to the Daleko Branch of the defendant as Branch Manager; and that before her redeployment, the defendant had extended banking services to Galome (Nigeria) Limited who had become a customer of the defendant when the Daleko Branch was opened in the year 2000. The claimant stated that Galome (Nigeria) Limited was a valuable customer of the Daleko Branch with an account turnover of about Twelve Billion Naira (N12,000,000,000.00) with the defendant between the years 2000 and 2004. Between years 2000 and 2004, the defendant earned more than One Hundred Million Naira (N100, 000,000.00) annually in bank charges from the current account of Galome (Nigeria) Limited at the Daleko Branch of the defendant. The claimant stated that although the account of Galome (Nigeria) Limited was at all relevant times domiciled in the Daleko Branch, it was originally managed from the defendant’s lIupeju Strategic Business Unit (SBU). Responsibility for managing the account was not transferred to the Daleko Branch until October 2006 during her tenure as Branch Manager of the Daleko Branch. The claimant asserted that as at the time the responsibility for managing the account of Galome (Nigeria) Limited was transferred the Daleko Branch, there was a debit balance of One Hundred and Thirty-Six Million, Three Hundred and Fifty-Five Thousand, Eight Hundred and Fifty-Five Naira, Forty Kobo, (N136,355,855.40 DR) in the account. The claimant stated that the transfer of responsibility for the management of the account of Galome (Nigeria) Limited from the defendant’s Ilupeju Strategic Business Unit (SBU) to the Daleko Branch of the defendant was effected by the defendant without any briefing or instruction given to her. She stated that sometime in August 2007, the account of Galome (Nigeria) Limited was renewed by the Credit Risk Management department with a variation of the collateral security supplied by Galome (Nigeria) Limited to the defendant. All correspondence relating to the transaction of business on the account of Galome (Nigeria) Limited signed by the claimant was co-signed by the Account Officer Emmanuel Adebayo Adewole. The claimant stated that the loan account of Galome (Nigeria) Limited was collateralized by both legal and equitable mortgages over three separate properties as well as millions of shares belonging to Alhaji Ganiyu Lawal, the Chairman of Galome (Nigeria) Limited. The claimant stated that the monies advanced by the defendant to Galome (Nigeria) Limited was utilized for the payment of import duties on rice and was held under a tripartite agreement involving the defendant on the one part, Galome (Nigeria) Limited on the second part and the warehouse agent on the third part with the defendant exercising a lien on the warehoused cargoes of rice. The claimant stated that Triana Limited of 18/20, Commercial Road, Apapa was appointed as the warehouse agent by letter dated 17th October 2007. That it was an express clause that Triana Limited was required to furnish the defendant with a “weekly position of stock, and the primary responsibility for monitoring the stock, confirming the weekly stock position as submitted by the warehouse agent and ensuring the settlement of the warehouse agent’s fees was that of the Account Officer. The claimant stated that United Parcel Services Limited was never introduced to her as the warehousing agent for the customer Galome (Nigeria) Limited. That Triana Limited was among the warehousing agents regularly used and approved by the defendant. The claimant averred that she together with the account officer invited Triana Limited and entered into the Tripartite Warehousing Agreement by virtue of her position and authority as the Branch Manager. The claimant stated that by the defendant’s memo dated 18th September 2007 she was advised to proceed on her annual leave commencing from 24th September, 2007 and to resume duty on 15th October 2007. On 9th October, 2007 while she was away on her annual leave, the defendant paid a further sum of N170,072,907.00 (One Hundred and Seventy Million, Seventy-Two Thousand, Nine Hundred and Seven Naira) on behalf of Galome (Nigeria) Limited as import duty on rice imported into Nigeria. The claimant stated that sometime after she resumed from her annual leave, she visited the warehouse in the company of Akintunde Akinfaloye and found a disparity between the stock in the warehouse and the sum outstanding from Galome (Nigeria) Limited to the defendant. The claimant stated that she immediately ordered the stoppage of release of stock to Galome (Nigeria) Limited and the locking up of the warehouse. That in defiance of her directives, the Accounts Officer continued to release stock to Galome (Nigeria) Limited and upon becoming aware she immediately ordered the sale of the remainder stock and the proceeds of sale paid into the account of Galome (Nigeria) Limited with the Daleko Branch in order to reduce the outstanding amount in the loan account. She stated that the activities of the account officer gave rise to the disparity in the stock level at the warehouse and that Galome (Nigena) Limited requested the defendant to restructure the loan facilities but the defendant refused. The claimant stated that by a letter dated May 07, 2008, she was transferred from the Daleko Branch to the Iddo branch and subsequently to the Business Development Office, Lagos Mainland 1; and was further transferred to Victoria Island/Ikoyi, 1 Business Development Office, Lagos of the defendant office with effect from 2nd February, 2009. That by reason of her transfer she ceased to have direct oversight responsibility for the account of Galome (Nigeria) Limited. The claimant stated that on July 2009, the defendant placed her on suspension from the 6th July, 2009 and asked her to go and recover the sums outstanding from Galome (Nigeria) Limited. She was to work in collaboration with Kunle Ogunba and Associates, the legal practitioners appointed as recovery agents to recover the sums outstanding on the account of Galome (Nigeria) Limited. The claimant stated that the defendant also placed the Account Officer on suspension. That on the 10th day of July 2009, Galome (Nigeria) Limited instituted Suit No. LD/l119/2009 in the High Court Lagos against the defendant seeking a perpetual injunction restraining the defendant from realizing the collateral securities given by it to the defendant and the suit is pending. The claimant stated that by reason of the institution of the suit, she was not able to recover any sums of money from Galome (Nigeria) Limited as required by the defendant. While still on suspension from work, the claimant stated that she was invited to appear before the defendant’s disciplinary committee on four separate occasions and she was repeatedly asked how much money she had been able to recover from Galome (Nigeria) Limited. The accounts officer Emmanuel Adebiyi Adewole was equally required to appear before the defendant’s Staff Disciplinary Committee. The claimant stated that prior to this, she had met and surpassed each performance target given to her by the defendant and was commended for outstanding performance. By its letter dated 3rd September, 2010, the claimant averred that the defendant dismissed her with immediate effect and did not pay her any salary from July 2009 until September 2010 and recalled the accounts officer back to work. The claimant stated that no accusation of fraud, collusion, misconduct, dishonesty or any form of criminal wrongdoing was ever levied against her by the defendant. That by the terms of the defendant’s Employee Handbook of March 2007, an employee of the defendant can only be liable to summary dismissal if guilty of “gross misconduct”. The claimant stated that the defendant never afforded her any opportunity of being heard on any allegation before the defendant dismissed her with immediate effect. The last monthly remuneration to her was for the month of June 2009. The claimant stated that her suspension for 15 months without pay is illegal and unconstitutional as it was contrary to the Staff Handbook and that she is entitled to the payment of salaries, quarterly payments, annual upfront payments as well as leave allowances between July 2009 and September 2010 totalling the sum of Ten Million, Nine Hundred and Thirty Three Thousand, Five Hundred and Twenty Nine Naira (N10,933,529) which the claimant owes her. The claimant further stated that the guaranteed pay which was based on the performance of the claimant for the year 2010 in the sum of N3,500,000.00 and the sum of N122,025.00 representing 20 Years long service award in September, 2009 was not paid to her. The total amount due to her as particularised is N14,555,554:00. The claimant stated that the actions taken by her were in the interest of the defendant and she did not enrich herself or make any profit in the course of her employment to the detriment of the defendant. She stated that a dismissal in the banking industry precludes the recipient of any employment in the industry and that the defendant is fully aware that its action of summarily dismissing her means that she cannot get employment in any other bank or anywhere else within the financial sector. The claimant stated that her summary dismissal has frustrated the Home Loan agreement as she no longer has any income from which the regular quarterly deductions may be made. That after her dismissal the defendant unilaterally reviewed the interest rate payable on the staff home loan from the agreed nine per cent (9%) to seventeen per cent (17%) and has been charging this interest rate to her account since her dismissal. She stated that before her suspension in July 2009 she had paid a total sum of Two Million, Six Hundred and Twelve Thousand, Seven Hundred and Thirty-Seven Naira (2,612,737.00) in repayment of the staff home loan. The claimant averred that there was no agreement to execute a Deed of Legal Mortgage in favour of the defendant/counter claimant, and that her terminal benefits forfeited to the defendant is more than enough to pay off the unpaid balance on the Housing Loan Facility. The claimant stated that she never applied for a welfare loan and that none of the figures mentioned in the counter claim was credited to her account, neither did she receive any upfront allowances from the defendant after June 2009. The claimant stated that she has been trying to get alternative employment with no success as all prospective employers turned her down upon being aware that she was summarily dismissed. She stated that the defendant has been using telephone calls and other means to harass her with threats of selling her property, and has also been sending various persons to inspect the house with a view to purchasing same. The claimant stated that the action of the defendant in dismissing her amounts to unfair labour practice and is unwarranted, unfair and unconstitutional. The claimant stated that she is entitled to the payment of her half basic salary and full housing, utility, transport allowance and medical facilities for the period of her suspension which were never made by the defendant/counter claimant. She stated that the sum due to her is N468,463.95 which remains unpaid by the defendant and that her full housing for year 2010 which is N992,250.00 was not paid to her. The claimant stated that her total terminal benefits forfeited to the counter claimant pursuant to clause 14.5 of the staff handbook is N10,500,000.00 and that it is only where this figure is insufficient to take care of her outstanding liabilities that the counter claimant may proceed against her. The claimant gave oral evidence in support of her case. She adopted her statements on oath. They were in the exact terms of the pleadings and she relied on her admitted documents. Under cross-examination, the claimant informed the court that she worked with the defendant for twenty one years. The claimant told the court that she was not given a proper hand over but that she did not complain there was no hand over to her because the defendant was aware of the position of the account. She said there was no warehousing agreement before she took over the account of Galome Nigeria Limited and that she is not aware of a Tripartite agreement. The claimant confirmed that it was her responsibility to oversee all the activities in the branch and that she was the final authority in the Branch. The claimant told the court that she was posted to the Daleko Branch in 2004 and that the account was transferred to her in 2006 with a debit of N36Million. She stated that the warehousing agent was appointed in 2007 when she was the Branch Manager. The claimant admitted that there was no authorization from the Head Office to her to write the letter (exhibit 12) appointing Triana Limited as warehousing agent. The claimant/defendant to counterclaim admitted that she was granted a staff loan of N12.5Million and another loan of N1.9Million. She told the court that she was not paid for 15 months; and that she had repaid the loan through her unpaid salary and allowances for 15 months and her unpaid terminal benefits. The claimant told the court that the defendant had used her money to repay itself and did not pay her half basic salary while she was on suspension. The claimant confirmed that she was issued a query on 29th April and that she responded. She identified her response to the query (exhibit KI1) and told the court that she was invited to appear before the disciplinary committee 4 times and that she appeared before the committee on each occasion. The claimant then closed her case. Case of the defendant The defendant’s case on the pleadings is that the claimant was employed sometime in September 1989 and was a Manager in its services. The defendant averred that the claimant was granted a Staff Home Loan of N12,500,000.00 (Twelve Million, Five Hundred Thousand Naira) at the interest rate of 9% per annum and all other applicable terms and conditions contained in its letter of offer of credit facility dated 6th August, 2008. That, as part of the terms and conditions of the offer letter, it was expressly agreed that the repayment of the loan would be by equal monthly, quarterly, bi-annual, and annual instalments. The defendant stated that pursuant to the terms and conditions contained in the loan agreement, the loan became due and payable upon the dismissal of the claimant from its employment, as well as her failure and refusal to service the loan and the interest. The defendant stated that the interest rate applicable to the Staff Home Loan was reviewed to 17% per annum, since the claimant failed to service the loan and was no longer a staff of the defendant entitled to the reduced interest rate of 9% per annum but the commercial interest rate of 17% per annum to the unpaid portion of the loan. The defendant averred that Galome (Nigeria) Limited was a valuable customer until sometime in 2008 and stated that there was no debit balance of N136,355,855.40k (One Hundred and Thirty-Six Million, Three Hundred and Fifty-Five Thousand, Eight Hundred and Fifty-Five Naira, Forty Kobo) in Galome (Nigeria) Limited’s account at the time the account was transferred to its Daleko’s Branch. The defendant stated that the claimant was properly briefed and instructed to take over the management of Galome (Nigeria) Limited’s account in the Daleko’s Branch of the defendant; and that the agreement and operations of Galome (Nigeria) Limited’s account were in accordance with the transaction dynamics associated with banker/customer relationship and which account was at all material times under the supervision and management of the claimant. The defendant averred that Mr. Emmanuel Adebiyi Adewole, who was Galome (Nigeria) Limited’s account officer at that material time, was under the direct supervision of the claimant and he reported directly to her on the status of Galome (Nigeria) Limited’s account. The defendant stated that, by a Tripartite Warehousing Agreement executed between the defendant, United Parcel Services Limited and Galome (Nigeria) Limited, it appointed United Parcel Services Limited as the warehousing agent in respect of the transaction with Galome (Nigeria) Limited. The defendant averred that the claimant without its knowledge, approval and/or authorisation changed the authorised warehousing agent from United Parcel Services Limited to Triana Limited, using it’s letterhead paper and thereby misrepresenting that she had the defendant’s approval and/or authorisation to appoint a new warehousing agent in respect of the transaction with Galome (Nigeria) Limited. The defendant further averred that all the terms and conditions contained in the Tripartite Warehousing Agreement with Triana Limited were only known to the claimant as that it never appointed Triana Limited as a warehousing agent in respect of the said account. The defendant stated that the claimant continued to deal with her self-appointed warehousing agent Triana Limited, using its letterhead paper, facilities and staff under her supervision to overreach, prejudice and undermine its interest in respect of the transaction with Galome (Nigeria) Limited. The defendant stated that the claimant knew that it would not have approved or authorised the appointment of a new warehousing agent in the name of Triana Limited or any other warehousing agent, if such permission was sought. The claimant used her position, office, supervision over and management of Galome (Nigeria) Limited’s account to alter and change the approved and appointed agent to a different agent without its knowledge, consent, approval or authorisation. The defendant stated that the claimant is not a party to the Tripartite Warehousing Agreement dated March, 2005 and therefore, had no right, power and/or authority to alter, amend and/or change the terms, conditions, stipulations and warranties of the parties to the Tripartite Warehousing Agreement. That it is not the practice of the defendant that a Branch Manager can change a warehousing agent without its knowledge and approval and that the claimant’s actions were clearly intended to overreach and prejudice the interest of the defendant and create an unjustified liability against the interest of the defendant. The defendant stated that the claimant’s actions constitute gross misconduct and dereliction of duty contrary to the contract of her employment. The defendant stated that the claimant and Mr. Emmanuel Adebiyi Adewole had the joint responsibility of monitoring the stocks of rice held on behalf of Galome (Nigeria) Limited with the warehousing agent appointed by the defendant and is not liable for or bound by any such agreement between the claimant and Triana Limited. That it was the claimant that initiated the dealings with Triana Limited and compelled and/or misled other staff under her supervision to deal with the unapproved and unauthorised warehousing agent appointed by her. The defendant further stated that the claimant had the responsibility of reporting any irregularity to it, but none was reported to it by the claimant, in breach of the conditions of her contract of employment. The defendant stated that it did not authorise the letter dated 10th January, 2008 which was written at the time when the claimant still had joint monitoring responsibility with Mr. Emmanuel Adebiyi Adewole on stocks of rice held on behalf of Galome (Nigeria) Limited with the warehousing agent appointed by the claimant, in furtherance of her abuse of office and misrepresentation. The defendant averred that, the claimant had joint responsibility with the Accounts Officer to ensure that its interest is protected under the Tripartite Warehousing Agreement dated March, 2005, and that it was the claimant’s dereliction of duty, abuse of office and misrepresentation that occasioned the infraction and loss of profit to the defendant. That although the claimant was transferred from Daleko Branch of the defendant, her responsibility to recover the debt over the account that was mismanaged by due to her misrepresentation, dereliction of duty, and abuse of office, never ceased. The defendant averred that no order of perpetual injunction has been granted in Suit No: LD/1119/2009: Galome Nigeria Limited vs. First Bank of Nigeria Plc. The defendant stated that the invitation of the claimant to appear before the staff disciplinary committee was to afford her the opportunity to be heard in accordance with the principle of fair hearing, and the claimant was given a fair hearing at all times she appeared before the staff disciplinary committee. The defendant stated that the claimant was placed on recovery suspension. That as a suspended staff, the claimant was paid half of her basic salary, housing and transport allowances in accordance with Clause 14.4 of the employee handbook, 2007 Edition. The defendant stated that the claimant was dismissed after a careful consideration of the disciplinary committee’s report having found the claimant’s defence and explanation unsatisfactory. The dismissal of the claimant for gross misconduct, dereliction of duty, abuse of office and failure to report promptly the irregularities on Galome (Nigeria) Limited’s account, was in accordance with Clause 14.5 of the employee handbook which the claimant was bound by. That in line with the employee handbook, all terminal benefits shall be forfeited to the Bank in the event of summary dismissal. The defendant stated that it does not owe the claimant the sum of N10,933,529.00 (Ten Million, Nine Hundred and Thirty-Three Thousand, Five Hundred and Twenty-Nine Naira) or any sum at all and that this suit is an attempt to use the process of this Court to evade, delay and frustrate her obligations under the Home Loan Agreement between the claimant and the defendant. Counter claim On the counter claim, the defendant/counter-claimant averred that by the reason of the employment relationship, the claimant applied for and was granted a Staff Home Loan Facility by a letter of offer dated 6th August, 2008 and she accepted the terms and conditions by executing the acceptance column and she executed a loan agreement. The defendant/counter-claimant averred that it disbursed to the claimant a loan facility in the sum of N12,500,000.00 (Twelve Million, Five Hundred Thousand Naira) and the claimant drew down and fully utilised the said facility to her benefit and advantage. The defendant/counter-claimant stated that, the Staff Home Loan facility was granted to enable her purchase a property and it was expressly agreed that the repayment of the loan would be by equal quarterly instalments. The defendant/counter claimant averred that a Deed of Assignment was executed between the claimant and Goodhomes Estates Limited, wherein the property was transferred to the claimant. The defendant/counter claimant stated that it was part of the agreement between parties that the claimant will execute a Deed of Legal Mortgage over the property as collateral for the loan facility in favour of the defendant/counter-claimant. The claimant deposited the original copies of the Deed of Assignment with the defendant/counter-claimant for onward processing for registration and obtaining of Governor’s consent. The defendant/counter-claimant stated that it has commenced registration of the Deed of Assignment. The counter-claimant averred that, the interest rate applicable to the Staff Home Loan Facility as contained in the letter of offer dated 6th August, 2008 was the reduced rate of 9% per annum which was only applicable to staff of the counter-claimant, including the claimant while she was still in the employment of the counter-claimant. The defendant/counter-claimant further stated that a commercial interest rate of 17% per annum applies to the Staff Home Loan Facility granted to the claimant upon the cessation of employer/employee relationship that existed between the parties. The defendant/counter-claimant stated that as at 24th December, 2012, the claimant’s indebtedness arising from the Staff Home Loan facility stood at N14,582,177.08 (Fourteen Million, Five Hundred and Eighty-Two Thousand, One Hundred and Seventy Seven Naira, Eight Kobo), which sum remains unpaid till date. That, by her letter dated 13th November, 2003, the claimant applied for a housing loan in the sum of N1,900,000.00 (One Million, Nine Hundred Thousand Naira) for the purchase of a flat in Festac Town, Lagos and by its Internal Memorandum dated 13th January, 2004, it approved the loan of N1,900,000.00 (One Million, Nine Hundred Thousand Naira) to the claimant subject to the terms and conditions stated in the said Internal Memorandum which she accepted. The defendant/counter-claimant averred that, it issued its cheque for the sum of N1,900,000.00 (One Million, Nine Hundred Thousand Naira) to one Mrs J.O. Ademuyiwa for and on behalf of the claimant and in accordance with the terms and conditions contained in the defendant’s/counter-claimant’s Internal Memorandum dated 13th January, 2004, and claimants letter dated 10th January 2004 respectively. The defendant/counter-claimant stated that the claimant and the said Mrs. J.O. Ademuyiwa, the vendor of the flat, drew down and utilised the facility. That as at 11th October, 2011 the claimants indebtedness on the Housing Loan stood at N1,337,202.26 (One Million, Three Hundred and Thirty-Seven Thousand, Two Hundred and Two Naira, Twenty-Six Kobo) and it became due and payable upon the cessation of the employment relationship. The claimant has failed to liquidate her outstanding indebtedness of N1,337,202.26 (One Million, Three Hundred and Thirty-Seven Thousand, Two Hundred and Two Naira, Twenty-Six Kobo) arising from the Housing Loan granted to her despite several pleas, entreaties and demands. The defendant/counter-claimant averred that the claimant also applied for and was granted a Welfare Loan which indebtedness on the said Welfare Loan as at 11th October, 2011, are as follows: FBN Hybrid Offer N312,468.75; Company Vehicle Set Off N3,333.33; and in accordance with its welfare policies, it disbursed upfront allowances to the claimant. The upfront allowances paid were meant for the period of January 2010 to December 2010. The defendant/ counter-claimant states that the total sum of N4,199, 370.53 (Four Million, One Hundred and Ninety-Nine Thousand, Three Hundred and Seventy Naira, Fifty-Three Kobo) remains outstanding, being the unearned upfront allowances received by the claimant which sum ought to be refunded by the claimant by reason of the cessation of the employment relationship. The claimant has refused to refund the unearned upfront allowances despite the counter-claimant’s letter dated 26th October, 2011. The defendant/counter-claimant avers that the claimant is also indebted to it under the following charges: Un-recouped Finnone Charges N2,379,430.43; Status Car (NBV + INT N1,399,195.47; Taxes N5,375.60; Pension Contribution N1,043.56; Union Deductions N500.00; NHF N158.63 which she has refused to pay. The defendant/counter claimant stated that the claimant was paid half of her basic salary and allowances and they were applied to partially liquidate her indebtedness and other statutory deductions. That the full housing allowance of the claimant for year 2010 was N744,187.50 and that after deductions were made for partial liquidation of her indebtedness, the balance of N176,680.07 was credited into her account on 4th January 2010. The defendant/counter-claimant stated that, as at 11th October, 2011, the claimants indebtedness arising from the welfare loans stood at N8,300,876.03k (Eight Million, Three Hundred Thousand, Eight Hundred and Seventy Six Naira, Three Kobo), and she refused to service the principal loan and/or the interest accruals thereto. The counter-claimant averred that the claimant/defendant to counter-claim has no defence to this counter-claim. The defendant called two witnesses Ademidun Coker (DW1) Employee Relations Officer and Cyril Irabor (DW2) Team Lead Special Recovery in Classified Assets. They both adopted their statements on oath. They were in the exact terms of the pleadings, and relied on the admitted documents. Under cross examination, DW1 told the court that she could not ascertain if Emmanuel Adebiyi Adewole was still in the services of the defendant Bank. She confirmed that the defendant has a customer called Galome Nigeria Limited and its account is domiciled at Daleko Branch. DW said she could not remember who the account officer, neither could she confirm when the account was transferred to the claimant, or say who assumed the management of the account when the claimant was on leave. DW told the court that the claimant was dismissed for gross misconduct, one of which was the change of the warehouse agent without the knowledge of the defendant. DW informed the court that the claimant appeared before the disciplinary committee and stated that there is no Police report of diversion of funds before the court. DW2 informed the court that the defendant advanced the claimant with a loan of N12.5Million but he said he could not remember how much the claimant contributed as equity to the loan. DW2 told the court that repayment was quarterly and that the source could be salary or other earnings. He said he could not remember how much the defendant had deducted before the claimant was suspended in 2009. DW informed the court that a staff on suspension will have some allowances suspended which will be stated in the pay slip and that the claimant was paid while on suspension evidenced by her pay slip. DW told the court that the claimant had a Building loan, Mortgage loan and a welfare loan. DW2 told the court that there is provision for increase in interest in the Mortgage loan facility in the offer letter and that the claimant was duly informed of the increase in interest after her exit to 17%. DW told the court that the claimant as a Manager is entitled to a status car. That N1.3Million is the outstanding on the car. The defendant then closed its case. Final address The defendant’s final address is dated 21st November 2017 and is filed the same day. The claimant’s final address is dated 1st February 2018 and is filed the same day. The defendant’s reply on point of law is dated 23rd February 2018. The parties adopted their respective addresses. Learned counsel to the defendant submitted the following issues for determination: 1. Whether, in view of the pleadings before the Court and the evidence led at trial, the claimant is entitled to all or any of the reliefs endorsed on her amended statement of facts dated 11th February, 2016. 2. Whether, having regard to the pleadings and evidence led by the defendant/counter-claimant, the defendant/counter-claimant is entitled to all the reliefs endorsed on its counter-claim filed on 30th January, 2017. Learned counsel to the claimant submitted the following issues for determination as follows: 1. Whether having regard to the circumstances of this case, the claimant’s summary dismissal is wrongful. 2. If the answer to issue one above is in the affirmative, whether this Court can convert her summary dismissal to retirement with the payment of full benefits contained in Clause 8.12.1 of Exhibit CB (Employee Handbook). 3. Whether the claimant is entitled to reliefs, G, H, I and J in her Amended Statement of Facts. 4. Whether the claimant is entitled to N14,555,554.00 being her unpaid salary and allowances for the period of her suspension. 5. Whether having regard to the circumstances of this case, the counter-claimant has proved its entitlement to the counter-claims. Decision I have carefully considered all the processes filed, the evidence led, the written submissions, arguments and authorities canvassed by counsel in the final addresses in this matter. The issues for determination in this judgement are: (i) whether the defendant has established the reason for which it summarily dismissed the claimant; (ii) whether on the pleadings and evidence the claimant is entitled to the reliefs she is seeking; (iii) whether the defendant has proved the counterclaim. The claimant as required has put in evidence her letter of employment (exhibit C1), letters of promotion (exhibits C2 to C7), employee handbook (exhibit C8), loan agreement (exhibit C22), letter of dismissal (exhibit C21) and other service documents. Also in evidence are the query issued the claimant and her response (exhibit KI I), the claimant’s statement of account (exhibit KI 2), her statement of earnings (exhibit KI 3), Tripartite Warehousing Agreement (exhibits DI and D2), disciplinary committee report (exhibit D3), Deed of Assignment (exhibit D4). It is the law that an employer is not bound to give any reason for terminating the appointment of its employee but where the employer gives a reason, the law imposes on him a duty to establish the reason to the satisfaction of the court. See Olatunbosin v NISER Council [1988] 1 NSCC 1025; [1988] 3 NWLR (Pt 80) 25. The defendant in its letter dismissing the claimant dated September 3, 2010 (exhibit C21) did not give a reason for her summary dismissal. The defendant states that “this letter serves to advise you that you are summarily dismissed from this organization with immediate effect. Please take note and be informed accordingly”. However, the defendant in joining issues with the claimant has in paragraphs 20, 21, 22, 23, 29, 33, and 57 of its pleadings stated the reason for the claimant’s summary dismissal as follows: 20. Further to the above paragraph, the defendant avers that, by a Tripartite Warehousing Agreement executed between the defendant, United Parcel Services Limited and Galome (Nigeria) Limited, the defendant appointed United Parcel Services Limited as the warehousing agent in respect of the defendant’s transaction with Galome (Nigeria) Limited. The defendant hereby pleads and shall, at the trial of this suit, rely on the Tripartite Warehousing Agreement dated March, 2005. 21. The defendant denies the facts contained in paragraphs 28, 29 and 30 of the amended statement of facts and insists on their strictest proof thereof. In further denial thereof, the defendant avers that, the claimant, without the knowledge, approval and/or authorisation of the defendant, changed the authorised warehousing agent from United Parcel Services Limited to Triana Limited, using the defendant’s letterhead paper and thereby misrepresenting that she had the defendant’s approval and/or authorisation to appoint a new warehousing agent in respect of the defendant’s transaction with Galome (Nigeria) Limited. The defendant further avers that all the terms and conditions contained in the Tripartite Warehousing Agreement with Triana Limited were only known to the claimant to the exclusion of the defendant. 22. The defendant avers that it never appointed Triana Limited as a warehousing agent in respect of the said account and/or in general. The defendant hereby pleads and shall, at the trial of this suit rely, on the unauthorised letter of appointment of Triana Limited as warehousing agent, and the Tripartite Warehousing Agreement prepared and executed by the claimant dated 17th October, 2007 and 18th October, 2007 respectively by which the claimant, without the knowledge and authority of the defendant appointed Triana Limited as warehousing agent in respect of Galome (Nigeria) Limited’s account. 23. Further to paragraphs 21 and 22 above, the defendant avers that the claimant continued to deal with her self-appointed warehousing agent, Triana Limited, using the defendant’s letterhead paper, facilities and staff under her supervision to overreach, prejudice and undermine the interest of the defendant in respect to the defendant’s transaction with Galome (Nigeria) Limited. 29. The defendant denies the facts contained in paragraphs 34 and 35 of the amended statement of facts and puts the claimant to their strictest proof thereof. In further denial of same, the defendant contends that it had no knowledge of the facts contained in the aforesaid paragraphs. The defendant states further that the claimant had the responsibility of reporting any irregularity to it, but no such irregularity as averred in paragraphs 34 and 35 of the amended statement of facts was brought to the knowledge of the defendant by the claimant, in breach of the conditions of her contract of employment. 33.The defendant denies the facts contained in paragraphs 37, 38 and 39 of the amended statement of facts and puts the claimant to their strictest proof thereof. In particular denial of paragraph 38 of the statement of facts, the defendant avers that, the claimant had joint responsibility with Mr. Emmanuel Adebiyi Adewole to ensure that the defendant’s interest is protected under the Tripartite Warehousing Agreement dated March, 2005, and that it was the claimant’s dereliction of duty, abuse of office and misrepresentation that occasioned the infraction and loss of profit to the defendant. 53.The defendant denies the facts contained in paragraphs 68, 69, 70 and 71 of the amended statement of facts and puts the claimant to their strictest proof thereof. In further denial thereof, the defendant avers that, it did not take a deliberate decision or otherwise to, destroy the claimant’s banking career as the defendant stands to benefit nothing from such act. The defendant states that the dismissal of the claimant for gross misconduct, dereliction of duty, abuse of office and failure to report promptly, the irregularities on Galome (Nigeria) Limited’s account, was in accordance with Clause 14.5 of the defendant’s Employee Handbook, 2007 Edition, which the claimant was bound by. Having given the reasons of gross misconduct, dereliction of duty, failure to report irregularities promptly, misrepresentation and abuse of office the onus is on the defendant to establish that the claimant was indeed guilty of the allegations against her to the satisfaction of the court. The law is that he who asserts must prove. See Sections 131 (1) & (2) and 132 of the Evidence Act 2011, Calabar Co-operative Ltd VEkpo [2008] 1-2 SC 229 at 255, Elegushi v Oseni [2005] 14 NWLR (Pt 945) 348. By the claimant’s own evidence, she was posted to the Daleko Branch in 2004 and Galome Nigeria Ltd account was transferred to her in 2006 as the Branch Manager to manage, the customer having been granted credit facilities by the defendant. There is no evidence before the court that a proper handed over of the customers account to the claimant was not done. In evidence is the Tripartite Warehousing Agreement made in March 2005 between the defendant, United Parcel Services Limited (UPS) and Galome Nigeria Limited (exhibit D1) in which the defendant appointed UPS as “the Warehousing Agent to physically inspect monitor and control the goods on behalf of the Bank.” I find from exhibit D1 that the defendant had as far back as year 2005 appointed United Parcel Services Limited (UPS) as the Warehousing Agent in respect of its customer Galome Nigeria Ltd. The claimant in her sworn deposition stated that she and the Accounts Officer invited Triana Limited and entered into a Tripartite Warehouse Agreement with it by virtue of her authority and position as Branch Manager. Under cross-examination the claimant admitted that she was not authorized by the defendant to write to Triana Limited appointing it as Warehouse Agent in October 2007 (exhibit C12). Facts admitted require no further proof, see Sunday Adegbite V Adegboro & Ors [2011] LPELR-3133. The defendant’s employee handbook (exhibit C8) Paragraph 14.5 deals with summary dismissal. The paragraph provides that an employee may be summarily dismissed for certain acts of gross misconduct or negligence. Item 28 makes “signing of documentation committing the Bank to a financial obligation without any authority or approval” an offence, and the penalty is “Termination/Dismissal depending on gravity”. I find that the claimant without the knowledge and authority of the defendant, and on her own appointed Triana Limited as Warehousing Agent in respect of Galome (Nigeria) Limited. Also, “failure to report promptly any irregularity on the part of any other employee or non employee after having knowledge of such irregularity” is an act of gross misconduct or negligence. There is no evidence before the court that the claimant reported the disparity between the stock of imported rice in the warehouse and the sum outstanding to the defendant. The claimant’s action of appointing Triana Limited as Warehouse Agent without the knowledge and approval of the defendant, and her failure to report the disparity between the stock of imported rice in the Warehouse and the sum outstanding to the defendant to the defendant are acts of gross misconduct and I so hold. The claimant has complained that the defendant did not accuse her of fraud, misconduct or any wrongdoing, and that the disciplinary procedure adopted by the defendant in dismissing her did not comply with fair hearing. The evidence is that the defendant on discovery of the loss placed the claimant on recovery suspension. She was queried on April 29, 2009 (exhibit KI 1) by the Chief Internal Auditor and was asked to explain the following: 1. Non implementation of the proviso for Tripartitie Warehousing Agreement (TWA) between the customer, FBN and UPS. Worse still, the warehousing agent was changed to Triana Ltd without Management approval. 2. Non regular rendition of return to CRM of stock position under TWA. 3. Diversion of sales proceeds in October 2007, as sales proceeds meant for repayment of the Bank’s facilities was diverted to pay the Exporter. 4. Failure to identify early warning signals and initiate remedial actions to secure the Bank’s funds. The claimant responded to the query on April 30, 2009 (exhibit KI 1). How then can the claimant allege that she was not informed or accused of wrongdoing? I find that the procedure that ultimately culminated in the claimant’s appearance before the disciplinary committee is in accordance with her employment contract and it has met the principles of fair hearing. Fair hearing simply means “hear the other side”. The Supreme Court in the case of Imonikhe v Unity Bank Plc [2011] 12 NWLR (Pt 1262) 624 at 640 has held that where an employer accuses an employee of misconduct by way of a query and the employee answers the query before the employer takes a decision on the employee’s appointment, that satisfies the requirement of fair hearing. I hold that the claimant was given a fair hearing. The claimant again by her pleadings and deposition admitted that she appeared before the disciplinary committee on four occasions. The report of the disciplinary committee is before the court (exhibit D3). She was questioned on the issues raised in the query which the committee referred to as “Acts of Gross Misconduct/Negligence”, and she defended herself. I find that the claimant was given a fair hearing; and I so hold. The disciplinary committee found the claimant guilty of gross misconduct by unilaterally changing the Warehouse Agent without approval, by not collecting any security the defendant Bank could fall back on, breaching the transaction dynamics, and leaving the Bank with a potential loss of over N280 Million. The claimant was recommended for summary dismissal and prosecution. From the totality of the evidence, the defendant has established to the satisfaction of the court the reason it summarily dismissed the claimant. The claimant’s misconduct is grave and weighty; it has eroded and undermined the confidence reposed in her by the defendant to carry out her duty. I hold that the dismissal of the claimant is in accordance with her contract of employment and it is lawful. See Lawrence Azenobor v Bayero University Kano [2009] 17 NWLR (Pt 1169) 96 at 108, Borishade v NBN [2007] 1NWLR (Pt 1015) 217, Ajayi v Texaco Nigeria Ltd [1987] 3 NWLR 62. The defendant’s employee handbook (exhibit C8) Paragraph 14.5 states: “In the event of summary dismissal, all terminal benefits shall be forfeited to the Bank. In the event that the terminal benefit paid cannot take care of his outstanding liability to the Bank, the Bank shall be free to proceed against him to recover the outstanding balance”. Consequently, the claimant is not entitled to any terminal benefits, having forfeited same to the defendant Bank following her dismissal. The claimant admitted that the defendant granted her a staff home loan of N12,500,000.00 at an agreed interest rate of 9% to purchase a property at Good Homes Estate Oke Ira Nla Lekki Peninsula. The Loan Agreement (exhibit C22) and the Deed of Assignment (exhibit D4) is in evidence. The claimant has complained that during the 15 months period she was suspended, she was not paid her salaries, quarterly and upfront payments, leave allowances, guaranteed pay in the sum of N3,500,000.00 and N122,025.00 representing 20 years long service award. That the defendant owes her N14,555,554.00 as outstanding emoluments. Clause 14.4 of the employee handbook states that an employee may be placed on suspension with half basic salary and full housing, utility, transport allowance and medical facilities. This is all an employee who is on suspension is entitled to. The claimant’s statement of earnings for the period June 2009 to September 2010 (exhibit KI 3) is in evidence. The claimant’s half basic salary in the sum of N30,505.50 together with her utility allowance was paid by the defendant. By exhibit D8, she had already earned her housing upfront and she was not entitled to transport allowance. The claimant’s statement of earnings (exhibit KI 3) reveal that her emolument was applied towards liquidating her indebtedness and this resulted in a negative pay every month. I find from the evidence that the claimant’s earnings was insufficient to liquidate her indebtedness to the defendant. The claim of N14,555,554.00 as outstanding and unpaid salaries and allowances from July 2009 to September 2010 has not been proved and fails. The claimant is seeking a declaration that her summary dismissal has frustrated the Home Loan agreement. These are two unrelated issues. The contract of employment and Home Loan agreement between the claimant and defendant are two distinct contracts having distinct subject matters. See Lewis V UBA Plc [2016] 6 NWLR (Pt 1508) 329 at 346-347, Mrs Kikelomo Kola-Fasanu V Prestige Assurance Plc (unreported) Suit No: NICN/LA/25/2016 Judgement delivered April 25,2018. The Loan Agreement (exhibit C22) is before the court. The claimant is the ‘Borrower’ and the expression includes her ‘heirs, personal representatives and assigns’. The sum of N12,500,000.00 at an interest rate of 9% per annum was extended to the claimant as a “customer” to enable her finance the acquisition of a property. It was to be repaid over a period of 192 months or on leaving service. By the defendant’s letter to the claimant (exhibit D8) dated 26th October 2011, the claimant was informed through her Solicitors that the amount outstanding on the home loan was N13,295,517.44. There is no evidence that she made any repayments after being advised or that she disputed the figures knowing that she has a duty to repay the loan on the agreed terms of 9%. The claim of frustration and the claim for an order of perpetual injunction hereby fail. The claimant is not entitled to the sum of N10,933,529.00 per annum or any sum of money from the defendant after her dismissal in September 2010; neither is she entitled to an award of general damages or an award of costs. On the counter claim, the claimant/defendant to counter claim has admitted that the defendant/counter claimant granted her the Staff Loan Facility in the sum of N12,500,000.00 at 9% per annum, and she has only repaid N2,612,737.00. There is no burden in law to prove any facts admitted as they are regarded as established. See Section 125 of the Evidence Act 2011, Alagbe v Abimbola [1978] 2 SC 39, Tijani Jolasun v Napoleon Bamgboye [2010] 18 NWLR (Pt 1225) 285. The evidence before the court is that as at 24th December 2012,the claimant’s indebtedness arising from the Staff Home Loan facility stood at N14,582,177.00 which remains unpaid till date. The claimant did not challenge the figure but has stated that her terminal benefits forfeited to the counter claimant is more than enough to liquidate the outstanding. She has not particularised or placed any evidence of the sum due to her as terminal benefits. Terminal benefits are in the realm of special damages and must be strictly proved. The claimant’s statement of account (exhibit K1 2) is in evidence and it contains entries of her indebtedness to the defendant/counter claimant. It is unchallenged and is deemed admitted. See Suleiko Communications Ltds V Access Bank Plc [2016] LPELR 41321 (CA). I hold that the defendant/counter claimant has proved the claimant’s outstanding indebtedness of N14,582,177.00 (Fourteen Million, Five Hundred and Eighty-Two Thousand, One Hundred and Seventy-Seven Naira, Eight Kobo); and is entitled to the said sum, interest at the rate of 9% per annum from December 2012 until the date of this judgement; and thereafter at 10% per annum until final liquidation of the entire sum. The defendant/counter claimant has made a claim of N1,337,202.26 (One Million, Three Hundred and Thirty-Seven Thousand, Two Hundred and Two Naira, Twenty-Six Kobo) being the sum outstanding as at 11th October 2011 in respect of a Housing loan of N1,900,000.00 granted the claimant on January 13, 2004. In evidence are the terms and conditions of the approved loan (exhibit D6) and the claimant’s acceptance (exhibit D7). The repayment was to be spread over a period of 240 months or on leaving the services of the Bank at 2% interest rate per annum. There is no defence to this counter claim and it is deemed admitted. I hold that the defendant/counter claimant has proved the claimant’s outstanding indebtedness of N1,337,202.26 (One Million, Three Hundred and Thirty-Seven Thousand, Two Hundred and Two Naira, Twenty-Six Kobo) and is entitled to the said sum, interest at the rate of 2% per annum from 11th October, 2011 and thereafter at 10% per annum until final liquidation of the entire sum. The defendant /counter claimant also claims the sum of N8,300,876.03 as outstanding due on welfare loans granted the claimant before she was suspended. It is made up of her unearned upfront allowances and other sundry allowances as particularised in the pleadings and contained in exhibit D8. The claimant has not challenged this claim and does not have a defence before the court in this regard. This claim is therefore deemed admitted. I hold that the defendant/counter claimant has proved the claimant’s outstanding indebtedness of N8,300,876.03 (Eight Million, Three Hundred Thousand, Eight Hundred and Seventy Six Naira, Three Kobo) in respect of upfront and other sundry allowances afforded her as an employee. The defendant/counter claimant is not entitled to pre-judgement interest on this head of claim there being no evidence to support pre judgement interest. The defendant is however entitled to post judgement interest at the rate of 10% per annum until final liquidation of the entire sum. The defendant/counter claimant has led evidence that the claimant deposited with it the original copies of the Deed of Assignment in respect of the property she was given a loan to purchase at Good Homes Estate Oke Ira Nla Lekki Peninsula. This is evidence that the claimant created an equitable mortgage in respect of the property in favour of the defendant. Furthermore, the unchallenged evidence is that the Deed of Assignment is in the process of being registered, and the Governor’s consent in the process of being obtained with an Administrative file number L/GC/60756. There can be no doubt that there was an intention by the parties to create a legal mortgage over the property and I so hold. See Ogundiani V Araba [1978] 6 – 7 SC 42 at 55, Gwarzo V Mohammed [2012] LPELR-22375. Regarding the claimant’s ability and willingness to liquidate her indebtedness, her evidence is that she is unemployed and her summary dismissal has left her with no income from which deductions can be made to repay the loans. In other words, she has no means of repaying the loans. It is common knowledge that the defendant as a Bank is in the business of lending with an interest element. It is not a charitable organisation. The monies given out to the claimant as loans belong to depositors. It is therefore clear to me that the only way the defendant/counter claimant can get its money back is to grant the alternative relief it is seeking which is an order to sell the property. Consequently, the defendant/counter claimant is granted leave to sell the 4-Bedroom Semi-Detached House lying, situate and being at Good Homes Estate, Oke Ira Nla, Lekki, Lagos, in full satisfaction of the claimant’s indebtedness to it. For all the reasons given above, the claimant’s case is dismissed with costs of N100,000.00 awarded the defendant. The counterclaim succeeds with costs of N100,000 awarded the defendant. Judgement is entered accordingly. _____________________________ Hon Justice O.A.Obaseki-Osaghae