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JUDGMENT 1. Introduction & Claims The Claimant approached this Court via his General Form of Complaint and Statement of Facts dated 27/11/15 and sought the following reliefs against the Defendants - 1. A declaration that the Claimant is still a staff of 1st Defendant, his contract having not been terminated. 2. A declaration that the Defendant have breached their contract of employment by unlawfully withholding the outstanding Salaries, allowances, end of year bonus and other entitlements due the Claimant since May, 2014. 3. An order of this Honourable Court directing the Defendants to pay the Claimant his outstanding salaries and entitlement from May 2014 until the Day of Judgment. 4. General Damages of Five Million Naira for the wrongful termination of the Claimant contract of employment. 5. 10% interest on the above sum from May 2014 until judgment is given and thereafter 10% interest on the judgment sum until same is liquidated. 6. Cost of this suit estimated at One Million Naira (N1,000,000.00) only. The Claimant accompanied his Originating processes with witness deposition, list of witness, list and copies of documents to be relied on at trial. The Defendants also reacted by filing their statement of defence along with all requisite frontloaded processes. 2. Case of the Claimant The Claimant opened his case on 17/5/16 and adopted his witness deposition made on 27/11/15 as his evidence in Chief and tendered 12 documents as exhibits on the 21/2/17. The documents were admitted in evidence and marked as Exh. OSA1-Exh. OSA12 respectively. Under cross examination the Defendant tendered a document through the witness and Exh. OSA13 was admitted in evidence. The case of the Claimant as revealed from the pleadings and evidence led is that he was in the employ of the 1stDefendant since sometime in 2004 as an Administrative Officer; with the intention to assist the 2nd Defendant a UK registered educational institution for the purpose of setting up of the 1st Defendant as their Nigerian Liaison Office which later metamorphosed into a limited liability company; that he was issued a terms and conditions of employment dated the 1st of September, 2005, that the agreement stated in it that “a notice period of one month or one month salary in lieu of notice will be required by either party to terminate the appointment, that he was promoted to the position of Executive Administrative Officer via a letter dated the 22/10/10 and that he was very faithful and honest in his service to the Defendants’ university Nigeria Branch. The Claimant added that by a letter dated the 27/11/13, Ms. Alison Wells, the Company Secretary of London Metropolitan Nigerian University wrote a letter in is favour confirming that a. London Metropolitan University Nigeria Ltd was set up by the Board of Governors of London Metropolitan University in 2004; b. Seun Adeniyi was appointed as Administrator in October 2004; c. He was promoted to the post of Executive Administrative Officer in 2010; and d. His salary is N3,875,000.00 per annum. Claimant added that he received instructions from the 1st& 2nd Defendants respectively, that he is still in the employ of the Defendants, that on the 20/1/15 he received on behalf of the university a demand notice for the payment of various tax obligations from the LIRS and that in June and July 2014 he prepared the financial reconciliation account and sent to the 2nd Defendant; that in April, 2015 he was served with a Notice of Intention against the 1st Defendant by the LIRS and in the course of his duty as an employee of the 1st Defendant; that he forwarded same to one Amelia Amon and that the 1st Defendant has failed to pay his Salary since May, 2014 and that it is unbelievable, most irresponsible and dehumanizing that the Defendants’ University would treat the Claimant with level of impunity after he helped the University to develop and entrench its branch in the Nigeria market for over a decade. According to the Claimant, he caused his Solicitors to write a demand for his outstanding salaries, allowances, and end of the year bonus and other entitlements due to him till date and that the Defendants refused to pay till date despite several demands and that as a result of the Defendants continued failure to liquidate the amount outstanding on is salaries and other entitlements, he has been greatly injured and has been put through considerable trouble, expenses, inconvenience and has thereby suffered substantial loss in this regard and that the obstinate refusal of the Defendant to pay his arrears of salary and other entitlements necessitated this action. Under Cross examination, the claimant stated that he has only one Contract of employment with the 2nd Defendant-Exh. OSA1; that the employer on Exh. OSA1 is the 1st Defendant, that Exh. OSA3 was issued to him to confirm his employment for visa purpose, that the 1st Defendant was incorporated 15/9/04 by virtue of Exh. OSA6, the letter of employment was issued to him after the 1st Defendant was incorporated, that Exh. OSA1 contained his duties and job description. The Claimant also said that the 1st Defendant has no physical presence in Nigeria at the moment but the 1st Defendant still carries on transactions in Nigeria and it ceased to have physical office in Nigeria as at 31/5/14; that he was transacting business on behalf of the 1st Defendant both internally and externally, that he is the only staff of the 1st Defendant since 31/5/14; that the London Office and Nigerian Office have a e-mail set up for communication between the staff and the 1st& 2nd Defendants; that the email used for correspondence between London Office & Nigeria Office is intoffice-staff@staff.londonmet.ac.uk. The Claimant said he was only privy to mails sent to him and the e-mail dated 15/10/13 was sent to all staff both in London and Nigeria and he received same; after the e-mail of 15/10/13; that the other 2 staff remaining stopped working and he continued working after that though no physical office in Nigeria; that after 21/5/14, there was letter instructing him to continue to work still being given as stated in paragraphs 11, 12, and 13 of the Claimant’s statement of oath, he was last paid in May 2014; that he hasn’t been in any paid employment since 31/5/14 that Exh.OSA4 was sent to his private email address on 28/4/15 and it was so because his official email address had been deactivated since 31/12/14. Exh. OSA5 was delivered to the address of the 1st Defendant and his attention was drawn to it by the Property Manager and that if he was given a month notice or paid a month’s salary in lieu he will not be in court. 3. Case of the Defendants On 31/5/17, the Defendants opened their defence and one Afolabi Araromi (DW1) who by a Deed of Power of Attorney notarized by one Peter Heywood Baker on 18/10/16 was appointed as the Defendants’ lawful attorney testified as its lone witness. The witness adopted his witness deposition dated 27/10/16 as his evidence in chief and also tendered 3 documents as exhibits. The documents were admitted in evidence and marked Exh. D1-Exh. D3 respectively. The case of the Defendants’ is that the Claimant was duly notified by email dated 15/10/13 that the 1st Defendant had reviewed its strategic options for Nigeria and decided to shut down its Nigerian operations with effect from 31/5/14, that the Claimant in his capacity as Administrator and later Executive Administrative Officer of the 1st Defendant had access to internal confidential information relating to the Defendants as it was part of his job function to liase and correspond with the 2nd Defendant on behalf of the 1st Defendant and that all such dealings and communications between the Claimant and 2nd Defendant did not create and were not intended to create an employee/employer relationship between the Claimant and 2nd Defendant, that the 2nd Defendant is not under any obligation to pay salaries and allowances to the Claimant and neither does it have the power or right to terminate the claimant’s employment contract not being his employer, that there is no privity of contract between the 2nd Defendant and Claimant that could give rise to a breach of the terms of any contract with the Claimant. Under Cross examination, the witness stated that Claimant was working with 2nd Defendant as at January, 2005; that the e-mail address of the Claimant is not on the report except the group e-mail addresses; that the process of winding up of the 1st Defendant has not been concluded; that the process commenced about a year ago based on the correspondence with the 1st Defendant; that the 2nd Defendant has 99% stake in the 1st Defendant; that the 2 Directors of 1st Defendant are employees of the 2nd Defendant and that Claimant collected and forwarded tax returns to 1st Defendant long after the purported termination of his employment. 4. Submissions of learned Counsel Learned counsel to the Defendants filed a 17-page final written address on 12/1/18 in which he set down the following 3 issues for the just determination of this case - 1. Whether this Honourable Court lacks jurisdiction over the 2nd Defendant in the absence of privity of employment contract between the Claimant and 2nd Defendant; 2. Whether the employment of the Claimant was properly terminated and the 1st Defendant is under no obligation to pay salaries, allowances, end of year bonus and other entitlements to the Claimant, from May 2014 or any date at all; and 3. Whether the Claimant is entitled to general damages and cost. Arguing these issues, the learned counsel submitted that the Claimant cannot sue the 2nd Defendant on the basis of his employment by virtue of the doctrine of privity of contract, that in the absence of contract of employment between the Claimant and 2nd Defendant that the court lacks jurisdiction over the 2nd Defendant citing Emeka v. Okadigbo (2012) 18 NWLR (Pt. 1331) 55 S.C., Madukolu v. Nkemdilim (1962) 2 SCNLR 34, that the Claimant’s contention that he was not issued with the requisite notice or paid one month salary in lieu should fail and be disposed of because by virtue of the emails dated 15th October 2013, 15th January, 2014 and 29th May, 2014, the 1st Defendant had clearly expressed its intention to close down its operation in Nigeria citing the case of Ann Omale v. I.P.W. Nigeria Ltd (2016) 66 NLLR (Pt. 236) 469 (NIC) at 497; that the Claimant is not entitled to general damages and that the cost of litigation lacks merit as it is like special damages it must be specifically pleaded and strictly proved; that the Claimant is not entitled to any of the relieves sought citing the case of Banke v. Akure North Local Government. Counsel prayed the Court to discountenance the Claimant’s claim as being unfounded, frivolous and lacking in merit. Claimant’s Final Written Address was filed on the 21/2/18. In it, 3 issues as follows were canvassed for determination- 1. Whether this Honourable Court lacks jurisdiction over the 2nd Defendant in the absence of privity of employment contract between the Claimant and 2nd Defendant? 2. Whether the employment of the Claimant was properly terminated and the 1st Defendant is under no obligation to pay salaries, allowances, end of year bonus and other entitlements to the Claimant, from May 2014 or any date at all? 3. Whether the Claimant is entitled to general damages and cost. In arguing these issues, learned Counsel submitted that the 1st Defendant is a company wholly and beneficially owned by the 2nd Defendant and submits that the argument on privity of contract does not arise and is totally baseless citing the case of National Union of Hotels and Personal Service Workers v. Whassan Eurest (Nigeria Limited) Ltd (2005) 2 NLLR (Pt. 4) 145 (NIC) at 154 E-H; that the Claimant’s employment was not terminated by the 1st Defendant and no notice of termination of appointment was given to the Claimant in writing and neither was there one month salary in lieu , therefore the Defendants are under obligation to pay salaries, allowances, end of year bonus and other entitlements to the Claimant from May 2014; that the Claimant is entitled to the general damages for wrongful termination citing EFCC v. Inuwa (2014) LPELR-23597 (CA). Counsel prayed the court to resolve the whole issues in favour of the Claimant and grant all the reliefs as sought. The Defendants also filed a reply on points on law on the 22/3/18. 5. Decision I have carefully read and understood all the processes filed by both learned Counsel in this case. I listened attentively to the oral testimonies of the witnesses called at trial, watched their demeanor and carefully evaluated all the exhibits tendered and admitted at trial. I also heard the oral submissions of learned Counsel at the time of adopting their final written addresses. Having done all this, I narrow the issue for the just determination of this case to be thus - Whether having regard to the facts and circumstances of this case, the Claimant is entitled to his claims in this suit. Let me bring to the fore from the onset that the learned Counsel to the Claimant drew my attention to the case of Peter Okoh v. National Agency for Food Drug Administration & Control Suit No: NICN/LA/268/2016 delivered by this Court on 27/9/18 and urged me to follow that Judgment being an earlier Judgment of this Court. It was the argument of Counsel that that Judgment is on all furs with this case and that this Court laid out what ought to be done in a situation as in this case. The Peter Okoh's case I dare say is a world apart from the present case. The Defendant in that case was a statutory body. This Court found and held that the employment of the Mr. Peter Okoh was regulated by the statute. It was also the finding of this Court in that case that the termination of the employment of Mr. Peter Okoh did not follow the statutory laid down procedure for doing so. The facts in that case and the present one differ in material particular. Not only that, the applicable law are also not the same to both. In the system of administration of justice as inherited from the British the burden of proof is always on he who asserts. This burden must be discharged by credible, cogent and admissible evidence. A party suing succeeds or fails solely on the strength of his case. The party is to discharge the burden by tendering credible, cogent and admissible evidence which may be oral, documentary or both. See Section 131, Evidence Act, 2011. Thus for the Claimant to be granted any of the reliefs sought sufficient evidence must be led in support of same. The case of the Claimant, in brief is that his contract was not terminated and as such he is still a staff of the 1st Defendant, and also that he is entitled to his outstanding salaries and other entitlements from May, 2014. The reliefs sought by the Claimant are 6 in all. The first is for a declaration that the Claimant is still a staff of the 1st Defendant, his contract having not been terminated. In an action for a declaration as in this case, the Claimant is expected to prove to the court, how and in what manner the termination of his employment becomes unlawful or in what manner he still remains an employee of the 1st Defendant. See the case of Ansambe v. Bon Ltd (2005) 8 NWLR (Pt. 928) 650 (CA). I have carefully gone through Exh. OSA131-2 which are emails correspondences dated 15th October, 2013, 15th January, 2014 and 29th May, 2014. These e-mails notified all the employees in Nigeria of its intention to shut down the 1st Defendant in May, 2014. The mail of 15th October sent to all staff states in part, thus - “Dear All, We have recently reviewed our strategic options for Nigeria and decided to close our office in Nigeria from 31May, 2014” Also Exh. D31-2 which was sent to all staff states - “Colleagues, The Nigeria Office will close tomorrow and I hope you may find time to send a few words to Lebari, Abigail and Seun''. During cross-examination, the Claimant admitted he received all the e-mail correspondences sent by the 1st Defendant and added that after 31/5/14 there was a letter instructing him to continue to work and that he was last paid in May, 2014. The major contention of the Claimant is that he was not given a month’s notice or paid a month’s salary in lieu of notice. In the case of Adebayo v. O.A.U.T.H.C.M.B (2000) 9 N.W.L.R. (Pt.673) 588 (CA) the court held that a master can terminate the contract of employment with his servant at any time and for any reason or for no reason at all provided the terms of the contract of service between them are complied with. Hon. Justice O.A. Shogbola, J also pointed out in Ann Omale v. I.P.W Nigeria Ltd (2016) 66 NLLR (Pt. 236) 469 (NIC) at 497 B-H that - “The position of the law is that where there has been a purported termination of a contract of service, a declaration to the effect that the contract of service still subsists will rarely be made…the defendant did not issue any letter of termination to the claimant she was told her appointment has been terminated. There is no doubt that the defendant has brought to an end the employer/employee relationship on 20th of February, 2012…the important thing here is that defendant had terminated the appointment. In the case of Ifeta v. SPDC decided by the Supreme Court the court held that notice is notice whether in writing or oral provided both parties are not misconceived as to what is going on…”. The Claimant however failed to furnish this Court with the letter he referenced in his piece of evidence which empowered him to continue to work for the Defendants. In Dim Chukwuemeka OdumegwuOjukwu v. Umaru Musa Yar’Adua&Ors (2007) LPELR-9008 (CA), a material fact was held to be one which is essential to a case and without which a case cannot be supported; it is that which tends to establish any of the issues raised. See Hon. Taye Adenoma Oyefolu v. Hon. Abayomi Sadiq & Ors (2008) LPELR-4816 (CA). Where material facts are not pleaded or are badly pleaded, a damage has been done; and it is not for the Court to fix the damage. A Court should not embark on a voyage seeking to repair the damage caused by Counsel in failing to plead material facts necessary to obtain judgment in the temple of justice since courts are not carpenter’s workshops where judges toil to mend defect in pleadings. See AG Bendel State v. UBA Ltd (1986) 4 NWLR (Pt. 337) 547 at 563. See also Teju Investment & Property Co. Ltd v. Subair (2016) CA. I have no evidence before me to show that the Claimant was issued a letter to continue to work after the e-mails he admitted he received. I humbly hold that the Defendants by virtue of the Exh. OSA 131-2 dated 15/10/13 and 5/1/14 have given the Claimant ample notice of termination of contract between them. To make an order that the Claimant is still an employee of the Defendants will amount to foisting a willing employee on an unwilling employer. See Godfrey Isiweore v. National Electric Power Authority (2002) LPELR 1555 SC. This court will not make such an order. I hold that the Claimant has failed to prove his entitlement to this head of relief. I thus refuse and dismiss same accordingly. The second and third reliefs sought are for a declaration that the Defendants have breached their contract of employment by unlawfully withholding the outstanding salaries, allowances, end of year bonus and other entitlements due to the Claimant since May, 2014 and also an order of this honourable Court directing the Defendants to pay the claimant his outstanding salaries and entitlement from May 2014 until the day of judgment. Let me state for the sake of doing so that since it is the position of the law that except in an employment with statutory flavor the right and power of an employer to disengage any of its employees can hardly be contested. This is more so because there is freedom of entry and of exit into an employment relationship. Thus while an employee may exit same by resignation an employer may also exit same by termination of employment or outright dismissal of an employee. The only proviso is that the terms of engagement must be complied with. It is understood by the e-mails dated 15th October, 2013 and 15th January, 2014 that the Claimant along with two other staff will be placed on the 1st Defendant’s payroll from 1st January,2014 to 31st May, 2014, the time of which the 1st Defendant will be finalizing the wind down of its office. There was no where it was stated in the evidence before me that the Claimant would be continue to be paid after 31st May,2014. There was no agreement to that effect (be it written or oral) between the Claimant and the 1st Defendant. At least, I found none as none was indeed tendered. I hereby hold that the employment of the Claimant was properly terminated and the Defendants are under no obligation to pay salaries allowances, end of the year bonus and other entitlements. For, it is trite that the Court will not order payment of salaries and allowances for services not Keystone Bank v. Afolabi (2017) LPELR (CA). The fourth relief is for General Damages of Five Million Naira for wrongful termination of the Claimant’s contract of employment. In Nwaenang v. Ndarake&ors. (2013) LPELR 20720 (CA) the Court defined general damages as - “ ... a class of damages presumed by law to flow naturally from an alleged and proved wrong to a party and usually awarded to compensate him for the injury or loss he has suffered or sustained from the wrong done him”. It is such damages as the law will presume to be natural or probable consequence of the act complained of. See Beecham Group Ltd. v. Essdee Food Products Nig. Ltd. (1985) LPELR-21156 (CA), Mobil Oil Nig. Ltd. v. Akinfosile (1969) NMLR 217.See also UBN Plc v. Ajabule (2011) 18 NWLR (Pt. 1278) 152 SC. From the material facts placed before this Court and considering the finding and holding in this case thus far, it is apparent that the Claimant has not proved his entitlement to any of the reliefs sought. I hold that the termination of the Claimant’s appointment was not wrongful, therefore Claimant is not entitled to general damages. Accordingly, I refuse and dismiss this head of relief as well. The 5th and 6th reliefs sought are for interest on Judgment sum and cost of action. It is apparent from the finding in this case that the Claimant has not successfully proved any of his claims. No Judgment sum has thus been awarded by this Court. Hence, there is no sum upon which interest is to be awarded. In much the same vein, having lost all his claims, the basis upon which cost of action may be awarded in favor of the Claimant has been punctured. Therefore, I refuse and dismiss both the claim for interest on Judgment sum as well as for cost of this action. Finally, for the avoidance of doubt and for all the reasons as contained in this Judgment, case of the Claimant is dismissed in its entirety. I make no order as to cost. Judgment is entered accordingly. ____________________ Hon. Justice J. D. Peters Presiding Judge