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JUDGMENT INTRODUCTION 1. The claimant filed this action on 25th February 2016 vide a complaint, statement of facts, list of witness, statement on oath, list of documents and copies of the documents. By the statement of facts, the claimant is praying for the following reliefs: (1) A declaration that claimant’s employment as Managing Director/Chief Executive Officer, approved by the Board of Directors of the defendant, can only be properly/validly terminated by the Board of Directors of the defendant. (2) A declaration that the termination of the employment of the claimant as Managing Director/Chief Executive Officer of the defendant, by the interim Managing Director of the defendant, vide letter dated 4th February 2016 is wrongful. (3) An Order setting aside the purported termination of the claimant’s employed conveyed vide the defendant’s letter dated 4th February 2016. (4) An order that the claimant is entitled to be given two months notice of termination of her employment or two months salary in lieu of notice. (5) An order directing the defendant to pay the claimant the sum of N288,000.00 outstanding as the defendant’s pension contribution towards the claimant’s pension account for the year 2009/2010. (6) An order directing the defendant to pay claimant the following sums due to the claimant as her allowances for year 2016 to wit: (i) Leave Allowance ……. N486,200.00 (ii) Passage Allowance …… USD11,000.00 (iii) Ticket Allowance ……. N1,700,000.00 (7) Compensation in the sum of N126,601,618.00 (8) Cost of action: N5,000,000.00 2. The defendant entered formal appearance and then filed its defence processes (the statement of defence, list of witness, witness statement on oath, list of documents and copies of the documents). In reaction, the claimant filed her reply to the statement of defence, list of additional documents No. 2 and copies of the documents. At the trial, the claimant testified on her own behalf as CW and tendered Exhibits C1 to C17. For the defendant, Olamide Solanke, the Head, Human Capital Development Department of the defendant, testified as DW and tendered Exhibits D1 to D6. At the close of trial, parties filed their respective final written addresses. The defendant’s was filed on 6th May 2019; while the claimant’s was filed on 14th May 2019. The defendant submitted orally on points of law. THE CASE BEFORE THE COURT 3. To the claimant, she is an associate of the Chartered Insurance Institute of Nigeria and was Managing Director (MD) of the defendant, having been employed by the defendant vide Exhibit C2 dated 12 August 2003. Her appointment was confirmed vide Exhibit C3 dated 5th August 2004. In the course of her employment with the defendant, her salary was reviewed and she was promoted severally vide Exhibits C4, C4(a), C4(b), C4(c), C4(d), C4(e) and C4(f). Exhibit C4(e) dated 18th February 2010, after an internal advert and the interviewed that followed, appointed her as Executive Director/Chief Operating Officer of the defendant with effect from 1st March 2010. She was in 2008 redeployed to set up the office in Ghana as Pioneer Managing Director/Chief Executive Officer (MD/CEO) vide Exhibit C5 dated 5th May 2008. That after completing her assignment as Pioneer MD of the defendant/s Ghana Office, she came back to Nigeria and was appointed MD/CEO of the defendant by the Board of Directors (BoD) of the defendant vide a letter dated 11th July 2011 (Exhibit C6), which appointment letter, apart from detailing her emoluments, stated that other terms and conditions of her employment remain the same. That in May 2015, the National Insurance Commission (NAICOM) constituted an Interim Board to oversee the affairs of the defendant. Also that NAICOM placed the claimant on compulsory leave (Exhibit C8 dated 14th May 2015). Subsequently, the Interim Board invited her for a meeting on 1st February 2016 (Exhibit C9), at which meeting she was threatened to resign her appointment as MD/CEO of the defendant or face a dismissal/removal. When she refused to resign, her appointment was terminated by the interim MD through a letter of 4th February 2016 (Exhibit C10). That in terminating her appointment, no notice or payment in lieu of notice was given to her for the termination of her employment. Also, that the appointment was not terminated by the BoD of the defendant who engaged her and despite the fact that the defendant normally paid compensation/severance package to sit outgoing/retiring MD, no compensation or severance package was paid to her upon the termination of her employment. That since there is no provision in her contract of employment of the defendant’s Staff Handbook for disengagement of the claimant’s employment by the interim MD, she felt that her summary disengagement was wrongful, hence the instant suit. 4. To the defendant, the removal from office, as Directors, of all the members of the defendant’s BoD by NAICOM on 14th May 2015 and the constitution of an interim BoD on same date means that the defendant’s BoD prior to 14th May 2015 stood dissolved thus terminating the claimant’s appointment as Director of the defendant. Consequently, the claimant is not entitled to any of the reliefs claimed in this suit. THE SUBMISSIONS OF THE DEFENDANT 5. The defendant submitted three issues for determination: (1) Whether, considering the removal from office as Directors, of all the members of the defendant’s Board of Directors by the National Insurance Commission (NAICOM) on the 14th day of May 2015 and the constitution of an interim Board of Directors, on the same date, the defendant’s Board of Directors prior to the 14th day of May 2015 does not stand dissolved and thus terminating the claimant’s appointment as a Directors (sic) of the defendant. (2) Whether the termination of the claimant’s employment with the defendant vide defendant’s letter dated 4th February 2015 is wrongful and thus liable to be set aside by this Honourable Court. (3) Whether, in the circumstances of this case, the claimant has proved her claims before this Honourable Court to be entitled to the judgment of this Honourable Court for each of the monetary claims as claimed by the claimant in the General Form of Complaint and her Statement of Facts respectively dated 25th February 2016, and if not, whether the claimant’s suit is not liable to be dismissed in its entirety with substantial cost awarded against the claimant and in favour of the defendant. 6. On issue (1), the defendant submitted that the sacking by NAICOM of the old Board on 14th May 2015 by removing all the Directors who were in office prior to that date and replacing it with an interim BoD, is a move that effectively dissolved the old Board and replaced i with the interim Board on same date. That the business of a company is managed by the BoD, which by law is only one BoD, citing section 63 of the Companies and Allied Matters Act (CAMA) 2004 and Odutola Holdings & 6 ors v. Mr Kunle Ladejobi & 10 ors LER [2006] SC 263/2001; [2015] 5 SC (Pt. I) 83. That Exhibits D1, D2, D3, D4, D5 and D6, each dated 14th May 2015, and issued by NAICOM, the defendant’s regulatory body, are all identical in content but issued to the particular Director referred to in the specific letter under reference. That the claimant claims that he employment as MD/CEO of the defendant was engaged by the BoD and the said employment is separate and distinct from her Directorship of the Board of the defendant. To the defendant, the claimant was never a Director on the Board of the defendant prior to Exhibit C6 but merely an employee of the defendant. That the said Exhibit C6 elevated the claimant’s status in the defendant by appointing her unto the defendant’s Board as well as further making her the CEO. That the later conversion of the claimant’s removal as MD/CEO by Exhibit C8 will not diminish the fact at the point the letter of NAICOM/L&BS/IEI/07 of 14th May 2015 was issued by NAICOM alongside Exhibits D1 to D6, to the naked Directors, all of which make up the entire BoD of the defendant, the said Board automatically stood dissolved. That the subsequent conversion of the claimant’s removal as MD/CEO by Exhibit C8 of NAICOM/L&BS/IEI/15 dated 14th May 2015, to compulsory leave cannot resuscitate and or reconstitute the defendant’s already dissolved BoD, with the claimant as its sole member and to set the same up as a parallel Board with the interim BoD, the existence of which NAICOM duly conveyed to the claimant in the said Exhibit C8, urging the Court to so find and hold as well as that NAICOM has no power to set up two parallel BoDs for the defendant. The defendant then urged the Court to answer issue (1) in the affirmative. 7. For issue (2), the defendant submitted that the termination of the claimant’s employment vide Exhibit C10 is valid and proper in the circumstances of this case. That prior to Exhibit C6, the claimant was only an ordinary employee of the defendant without a Board portfolio in the defendant’s Board. That the claimant’s employment was, however, enhanced by Exhibit C6, which elevated her employment from an ordinary employee in the defendant to MD/CEO i.e. Head of Executive Management and also an Executive member of the BoD of the defendant. That the claimant’s employment status with the defendant was, however, reversed by NAICOM/L&BS/IEI/07 dated 14th May 2015 and subordinated to the Interim Board by Exhibit C8 also dated 14th May 2015; and thus the claimant one again became an ordinary employee of the defendant who is neither the Head of its Executive Management for an Executive member of its BoD. 8. The defendant went on that the claimant was never threatened with termination of her employment with the defendant by the defendant’s Interim BoD but only informed by the said Board that she may no longer be called upon by the Interim Board for purpose of shading light on any specific inquiry during her tenure as MD of the defendant and or the period preceding that of her stewardship as the MD. That upon the claimant’s inquiry as to her future in the defendant given the dissolution of the defendant’s Board by NAICOM, she was asked to await an official correspondence from the defendant. The defendant continued that it does not have any Staff Handbook approved by the BoD as at 6th February 2016 when the claimant received Exhibit C10 and as such the claimant’s other terms and conditions of employment as at 6th February 2016 are those contained in Exhibit C2, the claimant’s letter of employment dated 12th August 2003. 9. To the defendant, the combined effect of NAICOM’s letter reference NAICOM/L&BS/IEI/07 dated 14th May 2015 and NIACOM/L&BS/IEI/15 also dated 14th May 2015, the claimant was removed as a Director in the defendant’s Board existing prior to 14th May 2015, never made a member of the Interim Board as constituted on same date but subordinated to it and also removed as the Head of the Executive Management of the defendant thus ranking as an ordinary employee up to the issuance and service of Exhibit C10 dated 6th February 2016. Citing FMC, Ido-Ekiti v. Alabi [2012] 2 NWLR (Pt. 1285) 4-11 CA and Salami v. NNN Ltd [1999] 13 NWLR (Pt. 634) 315 CA, the defendant submitted that in a claim for wrongful termination, the claimant is to place before the Court the terms of the contract of employment, and prove in what manner the terms were breached. That the only contract of service between the claimant and the defendant are Exhibits C2 and C6; and Exhibit C2 provides that either party can terminate the contract of service between them without notice while Exhibit C6 merely states thus: “All other terms and conditions of your employment remains the same”, something repeated in Exhibits C3, C4, C4(a), C4(b), C4(c), C4(d), C4(e) and C4(f), showing the clear unambiguous intention by which the parties contracted “ad idem”. 10. The claimant had tendered Exhibit C1 as the Staff Handbook. but to the defendant, the defendant has no Staff Handbook as at 6th February 2016; as such the onus is on the claimant to prove that there indeed exist a Staff Handbook approved by the defendant’s BoD as at that date, citing sections 131(1) and (2), and 132 of the Evidence Act as well as FMC, Ido-Ekiti v. Alabi (supra) and Salami v. NNN Ltd (supra). That Exhibit C1 purports at paragraph 4 at page 6 to have come into effect on 1st June 2014. That the said Exhibit C1 is not dated nor signed and is in conflict with Exhibit C13, which is also not dated. That assuming without conceding that Exhibit C1 is indeed the defendant’s Handbook and was in force on 6th February 2016, the said exhibit cannot be relied upon by the claimant to establish of prove any of his reliefs for the flowing reasons: (a) There is no evidence adduced by the claimant to show that she accepted the terms and conditions of Exhibit C1 as required at page 61 of the said exhibit in contrast with her clear acceptance of those in Exhibits C2 and C6. (b) Chapter 13.2 at page 44 of Exhibit C1, which applies to all employees, did not prohibit the defendant from terminating the employment of any of its employees irrespective of status but such staff is entitled to his/her accrued salary to date of the termination and other benefits after deduction of all indebtedness from the final entitlements due to the employee as appropriate. (c) The claimant whose employment was terminated on 6th February 2016 by Exhibit C10 confirmed receipt of payment of her January salary and other allowances by Exhibit C11. (d) Exhibit C13, though undated, did not approve any severance package nor did it prove that Exhibit C1 was approved by the defendant’s Board or even in circulation/operation as at 1st June 2014 since paragraph 5 of Exhibit C13 shows that even as at 7th August 2014, the severance package proposed by the defendant’s Management was still being considered by the defendant’s Board. (e) The document captioned “Severance Packages for Various Companies” purportedly attached to Exhibit C13 was specifically made for purposes of this suit and could not have been that said to be attached to the said exhibit as there is very conscious effort made to place every provision for the office of the MD/CEO in the feminine gender. This cannot be true of the broad policy document for a corporate organization. 11. On the claimant’s claim that Exhibit C5, the letter appointing the claimant as MD/CEO of the Ghana office, provides that the claimant’s appointment may be terminated by either party giving two months’ notice or payment of two months’ salary in lieu of notice, the defendant submitted that the claimant by her Exhibit C5 entered into an entirely separate employment contract with a separate legal entity by name. That the claimant’s employment contract with the Ghana office is also denominated in United States dollars (USD). That the contract of service evidenced by Exhibit C5 is a contract of personal service between the parties contained therein and same ceased to exit upon termination by either of the parties involved respective of whether the termination is lawful or unlawful, citing Shell Petroleum Dev. Co. (Nig.) Ltd v. Ifeta [2001] 11 NWLR (Pt. 724) 473 CA and LCRI v. Ndefoh [1997] 3 NWLR (Pt. 491) 72 CA. That Exhibit C5 cannot even bind the defendant who is not even a party to it, citing PAN v. Oje [1997] 11 NWLR (Pt. 530) 625 CA. That Exhibit C8 gave the defendant’s Interim BoD as constituted full powers to exercise all the powers of the defendant’s BoD prior to the said Exhibit C8, which said powers include the power to terminate the employment of the claimant. 12. The claimant had observed that Exhibit C10 was signed by Mr Peter Irene, the defendant’s interim MD, and co-signed with one H. Michael & Co, whom she described as a non-legal person and that Exhibit C10 was humiliating and against best international labour practice. To the defendant, H. Michael & Co is Acting Secretary to the defendant’s BoD. In any event that Exhibit C10 can be signed by the interim MD alone just as was done in Exhibits C2 and C6; and Exhibit C10 merely informed the claimant that her services are no longer required by the defendant and same does not run contrary to best international labour practice given that the defendant has the right to terminate the claimant’s employment even without notice, referring to Nwabosi v. ACB Ltd [1995] 6 NWLR (Pt. 404) 658 SC, Ladipo v. Chevron Nig. Ltd [2005] 1 NWLR (Pt. 907) 277 CA and NOM Ltd v. Danra [1996] 8 NWLR (Pt. 468) 601 CA. The defendant then urged the Court to hold that the claimant’s employment was validly terminated vide Exhibit C10 and that same does not offend best international labour practice. 13. The defendant continued that the claimant badly managed its business and even stationed mobile policemen in the defendant’s premises, preventing in the process the BoD from meeting and performing its statutory duties towards the defendant, which resulted in the state of affairs leading to the issuance of Exhibit C7 by NAICOM. Accordingly, that NAICOM’s letter reference NIACOM/L&BS/IEI/07 dated 14th May 2015 (referred to in Exhibit C8), which removed the claimant as MD/CEO, means that the defendants Interim Board validly terminated the claimant’s employment in accordance with Exhibits C2 and C6. 14. Regarding issue (3), on the claimant’s claim for two months’ notice of termination or two months’ salary in lieu of notice, relying on Exhibit C5, the defendant submitted that the said IEI Co. Ltd in that exhibit is a separate juristic person form the defendant, registered in law and with its office situate in Ghana. And that Exhibit C5 was determined and ceased to exist at the point that the claimant ceased to be employed under the said Exhibit C5. Citing Exhibits C3, C4 to C4(f) and C6, all of which stated that “other terms and conditions of your employment remains the same”, the defendant submitted that it is a condition of the claimant’s employment that either party can terminate the employment without notice. 15. On the various sums claimed by the claimant, the defendant submitted that they are claims for special damages, which is never inferred, is exceptional and so busy be claimed specially and proved strictly, citing NNPC v. Clifco Nig. Ltd [2011] LPELR-2022(SC) and Mr Gabriel Aghuno v. John Holt Plc unreported Suit No. NICN/LA/349/2013, the judgment of which was delivered on 15th May 2018. 16. the claimant had claimed that in the year 2009/2010, the defendant paid its pension contribution for the claimant less by a short fall of N288,000.00 and incurred a pension penalty of N288,000.00, which the defendant is to pay to the claimant. The defendant then asked how the claimant came by this figure since no documentary evidence or instrument was tendered in Court in proof of it. In any event, that the claimant was MD/CEO of IEI Ghana from 5th May 2008 (Exhibit C5) to 18th February 2010 - Exhibit C4(e) - and so outside the employment of the defendant, referring to CPC v. INEC [2011] 18 NWLR (Pt. 1279) 493 at 539-540, Nwofor v. Obiefuna [2011] 1 NWLR (Pt. 1227) 305 and Bida v. Abubakar [2011] 5 NWLR (Pt. 1239) 130. In like manner, that the claimant did not show how to the Court how she arrived at the sum of money claimed as leave allowance, passage allowances and ticket allowance, citing Mr Gabriel Aghuno v. John Holt Plc and urging the Court to dismiss each of these claims. 17. The claimant had claimed N126,601,618.00 as her entitlement upon voluntary retirement as MD of the defendant or proper termination of her appointment with the defendant and hinged the basis of the claim on “the common practice in the insurance industry” and an alleged proposal by the defendant’s the Finance and General Purpose Committee (F&GPC) of the defendant’s BoD. To the defendant, the defendant’s BoD never approved any severance package distinct from that granted by law for the defendant. In answer, the claimant referred to Exhibits C15, C16, C16(a) and C17, submitting in the process that the defendant approved and paid severance package to its former MD, Mr Jacob Irabor. To the defendant, the addressee of Exhibit C17 was never called as either the maker of Exhibit C16(a) and or addressee of Exhibit C16 or even as a witness to authenticate the alleged “common practice in the insurance industry”. That Exhibits C15, C16 and C16(a) are insufficient to prove the said “General Practice in the insurance industry”, which in any case is the evidence of the claimant herself. That the Court should hold that Exhibit C17 is of no evidential value as it was said to apply to a former MD of the defendant who resigned in July 2011, citing Mr Gabriel Aghuno v. John Holt Plc (supra) and 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. 18. That the Court should also attach no weight to Exhibit C13 as it was never endorsed or signed or marked, and in referring to the office of the MD/CEO in the feminine gender, it cannot be reasonably said to have been proposed and or approved by the defendant’s BoD as a working policy document for the defendant. That the claimant did not disclose how she arrived at the claim for the sum of N126,601,618.00 and so should not expect the Court to work out by way conjecture or magic a breakdown for then said sum, citing Mr Gabriel Aghuno v. John Holt Plc (supra), Mr Mohammed Dungus & ors v. ENL Consortium Ltd [2015] 60 NLLR (Pt. 208) 243 NIC and PENGASSAN v. Mobil Nig. Unload [2013] 32 NLLR (Pt. 92) NIC. 19. On the claimant’s claim as cost the sum of N5,000.000.00, the defendant submitted that the law is that costs are not meant to be an unearned bones for the winning party, neither it is a punitive measure against the losing party. Rather, cost is designed to indemnify the winner against reasonable and necessary losses, citing Ozuruoke v. Okolie [2000] 1 NWLR (Pt. 642) 571. That the claimant did not place or set out before the Court any material in support of the su of N5 Million claimed nor can it be said that the sum of N5 million qualifies as “normal cost usually awarded for a leader and one or two juniors”, citing Rewane v. Okotie-Eboh [1960] ANLR 135. In conclusion, the defendant urged the Court to dismiss this suit with substantial cost. THE SUBMISSIONS OF THE CLAIMANT 20. The claimant submitted two issues for determination: (1) Whether or not having regard to the fact that it was the Board of Directors of the defendant that engaged claimant as Managing Director, the Interim Managing Director of the defendant had authority to disengage the claimant’s employment. (2) Whether or not the claimant is entitled to the reliefs claimed in this action. 21. On issue (1), the claimant, citing Odutemu v. Jomoy Services Ltd & ors [2014] 42 NLLR (Pt. 132) 588 at 628, submitted that it is first necessary to determine whether there is an employment relationship between her and the defendant and the terms and conditions regulating the said relationship. Referring to Exhibits C2 to C6, C9, C10, C11 and C14, the claimant submitted that she was an employee of the defendant; a pure master/servant relationship at that, referring to NIIA v. Ayanfulu [2011] 24 NLLR (Pt. 67) 1 at 17, Olanrewaju v. Afribank (Nig) Plc [2001] 13 NWLR (Pt. 731) 691 and Iderima v. RSCSC [2005] 7 SC (Pt. III) 135; [2005] 16 NWLR (Pt. 951) at 378. That while the law is that he who hires can terminate an employment, the employer must observe and adhere to the conditions under which an employee is hired before such an employee can be fired, citing Garuba v. Kwara Investment Co. Ltd [2008] 5 NWLR (Pt. 917) 160 SC. 22. That Exhibit C6 signed by the Chairman of the BoD of the defendant shows that her appointment as MD of the defendant was made by the BoD of the defendant, and by law it is this same BoD that has the authority to disengage her from the appointment. That is self-evident from Exhibit C6 itself. That the defendant did not deny this specific allegation in its statement of defence and so must be read to have admitted it, citing Adesanoye v. Adewole [2000] 9 NWLR (Pt. 671) 127, Okonkwo v. CCB (Nig) Plc [2003] 8 NWLR (Pt. 822) 347, Danladi v. Dangiri ors [2014] 10-11 MJSC 112 at 155, Bauchi State House of Assembly & ors v. Guyana [2017] LPELR-43295(CA) and Order 30 Rule 6(1) and (2) of the National Industrial Court (Civil Procedure) Rules 2017 (NICN Rules 2017). The claimant then concluded by submitting that her employment was wrongly terminated by the Interim MD appointed by NAICOM to oversee the affairs of the defendant given that the law is that it is the appointing authority that has the power to terminate the appointment made by it, citing section 11(1) of the Interpretation Act, Okonu Oil Palm Co. Ltd v. Iserhienrhien [2001] 6 NWLR (Pt. 710) 660 and ACB Ltd v. Ewarami [1978] 4 SC at 99. That the BoD acting under their powers as vested in sections 63(1) and 268(1) of CAMA appointed her as MD/CEO of the defendant and fixed her remuneration; as such, only the said BoD can terminate her employment as MD/CEO of the defendant. 23. Furthermore, that the import of Exhibit C8 wherein NAICOM communicated the appointment of the Interim Board and suspension of the claimant to the claimant is that even NAICOM, the regulator, acknowledged the claimant retained her position as the MD of the defendant, notwithstanding the Interim Board. That it is, therefore, absurd that an Interim MD would by Exhibit C10 terminate the appointment of the claimant, the substantive MD. Consequently, that the termination of her employment by an organ/body or office not recognized under CAMA and specifically not by the BoD is wrongful. That the defendant’s argument as to Exhibit C8 giving the Interim BoD full powers to exercise all powers of the BoD prior to Exhibit C8, which powers include the power to terminate the employment of the claimant, is one not premised on the defendant’s pleadings (that as a defence it ought to have been pleaded) and so springs a surprise on the claimant thus violating section 36(1) of the 1999 Constitution, citing Order 30 Rules 8(1) and 11 of the NICN Rules 2017. The claimant proceeded, however, to submit that a review of Exhibit C8 shows that the body/legal term known as BoD did not feature at all in it. That the reason for this is obvious as NIACOM does not have the powers to constitute the BoD of the defendant, such powers residing in the General Meeting in virtue of CAMA. 24. For issue (2), the claimant answered in the affirmative submitting that the termination of her employment, having been carried out by the Interim MD/Interim Board when only the BoD has authority to terminate her employment, is wrongful. That even though Exhibits C6, C2, and C4(a) to C4(f) did not expressly stipulate the length of notice for the termination of her employment, she is by law entitled to a reasonable notice, citing Kusamotu v. Wemabod Estates Ltd [1976] 9-10 SC 254, Akumechiel v. BCC Ltd [1997] NWLR (Pt. 484) 695, Emuwa v. Consolidated Discounts Ltd [2001] 2 NWLR (Pt. 697) at 424, Shena Security Co. Ltd v. Afropak (Nig) Ltd & ors [2008] 34 NSCQR (Pt. 11) 1287 and PZ & Co. Ltd v. Ogedengbe [1972] LPELR-2894(SC). Referring to Exhibit C5, the claimant submitted that, even if the defendant is right that Exhibit C5 was issued from a company with distinct identity and that Exhibit C2 is the relevant document, which this Court should refer to in determining the entitlement of the claimant as to notice of termination, the fact that Exhibits C2 and C6 did not stipulate the length of notice for the determination of the claimant’s employment cannot detract from the law which stipulates that an employee must be given reasonable notice for the termination of his/her appointment notwithstanding that such notice is not expressly stated in the contract of employment. That here, the Court is expected to take into consideration the nature of the claimant’s employment, her length of service and other factors relating to her employment as disclosed in this present case in arriving at the decision as to what will amount to reasonable notice for the termination of the claimant’s employment, citing PZ & Co. Ltd v. Ogedengbe (supra). That if the Court takes into consideration the fact that the claimant was retired as MD, she had been in employment of the defendant since 2003, and up to the time of her disengagement she had not received any query, then two months salary in lieu of notice is reasonable especially that if her employment had been terminated in 2008, she would have been entitled to two months’ salary in lieu of notice. 25. On the issue of the defendant having the right to terminate the claimant’s employment without notice, the claimant referred to Exhibit C2 and then submitted that the portion of Exhibit C2 dealing with termination without notice relates specifically to probation period of 3 months. In any event, that the defendant did not plead that line of defence as prescribe by Order 30 Rules 8)1) and 11 of the NICN Rules 2017. 26. Regarding reliefs (5) and (6), the claimant referred to paragraphs 28, 29 and 30 of her statement of facts wherein she pleaded her monthly net pay of N1,628,097.67, leave allowance of N486,200.00, passage allowance of USD11,000 and ticket allowance of N1,700,000 and shortfall of pension contribution of N288,000.00, and submitted that the defendant did not join issues with her on these. That by virtues of Order 30 Rule 6(1) and (2) of the NICN Rules 2017, the defendant must be taken to have admitted the said pleadings as regards the claimant’s entitlement to reliefs (5) and (6). 27. The claimant proceeded by referring to paragraphs 36, 38 and 39 of the statement of facts, paragraphs 14 and 15 of the reply to the statement of defence, and Exhibits C15, C16, C16(a) and C17 as relates to the practice in the insurance industry to pay 50% of the outgoing/retiring MD’s annual emolument as multiplied by the number of years served in the employment of the employer to a retiring/outgoing MD of an insurance company, of which the defendant is one. That these exhibits also show that the defendant actually paid the claimant’s predecessor in office severance package/compensation in line with the practice in the insurance industry. The claimant then urged the Court to use Exhibits C15, C16, C16(a) and C17 as a barometer to decide the veracity of her testimony on her entitlement to the compensation claimed relative to the defendant’s denial of same, citing Magaji v. Ogele [2012] LPELR-9476(CA) and Ogbe v. Asade [2009] 18 NWLR (Pt. 1172) at 106. 28. The defendant had submitted that the claimant did not adduce evidence to show how the sum of N126,601,618.00 was arrived at. To this, the claimant sneered that paragraphs 28, 36, 38 and 39 of her statement on oath of 25th February 2016 and paragraphs 15, 16, 17, 18 and 19 of her statement on oath of 7th February 2017 as well as Exhibits C14, C15, C16, C16(a) and C17 are sufficient proof of the said sum. 29. The defendant had relied on Mr Gabriel Aghuno v. John Holt Plc (supra) and 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. To the claimant, she tied her evidence on oath with Exhibit C6 in terms of the terms and conditions of her appointment as MD clearly providing for leave allowance, passage allowance and fight ticket allowance. Furthermore, that these cases cited by the defendant are distinguishable for the instant case. The claimant did not, however, what the distinguishing elements are. 30. That the defendant raised a fresh allegation i.e. Exhibit C13 was specifically made by the claimant “for purpose of this suit”. To the claimant, it is inappropriate for the defendant to raise this point for the first time in its final written address instead of its pleadings or at the stage of reception of Exhibit C13 in evidence. 31. Finally, the claimant submitted that the whole of issue (1) of the defendant is completely off point given that the claimant’s case is not premised on her removal as a Director and she is not claiming any relief on the basis of her appointment/office as a Director. The claimant then urged the Court to strike out the defendant’s submissions as to its issue (1), which relate to the issue of Directorship. 32. The claimant, however, went on that the defendant’s counsel in all the processes filed on behalf of the defendant in this suit deliberately failed to comply with Rule 10(3) of the Rules of Professional Conduct (RPC) for Legal Practitioners 2007. That the defence counsel did not attach the mandatory practice stamp/seal nor evidence of payment for it in compliance with Rule 10(1) of the RPC. That what the defence counsel filed was a stale stamp/seal which expired several years ago. The claimant the urged the Court to counsel the defendant’s counsel on the imperative of complying with the RPC as enjoyed by the Court of Appeal in NBA v. Kehinde [2017] 11 NWLR (Pt. 1576) 2257. The claimant concluded by urging the Court to grant all her reliefs including cost of this action. THE DEFENDANT’S REPLY ON POINTS OF LAW 33. In replying orally on points of law, the defendant submitted that the claimant cited Olomu Oil Palm Co. Ltd v. Iserhierhien [2001] 6 NWLR (Pt. 710) 660 at 678 but misapplied it as regards the Interpretation Act, submitting that Okomu and section 11(1)(b) of the InterpretationAct do not apply to the present case. 34. In answer to paragraph 3.16 of the claimant’s final written address where it was argued that the defendant did not plead relevant facts, the defendant referred to paragraphs 9, 10, 11, 12 and 14 of the statement of defence showing the relevant facts as pleaded. The defendant then urged the Court to discountenance paragraphs 3.16, 3.17, 3.18, 3.19, 3.20, 3.21 and 3.22 of the claimant’s final written address and dismiss the claimant’s case. COURT’S DECISION 35. I carefully considered the processes filed and the submissions of the parties. The claimant’s counsel complained of the defendant’s counsel failing to comply with Rule 10(1) and (3) of the Rules of Professional Conduct (RPC) for Legal Practitioners 2007 by not stamping/sealing the processes or filing with stale stamps/seals the said processes he filed in this suit. I looked through the processes filed by the defendant’s counsel, Mr Pius A. Ogene, in this suit. The statement of defence has the defence counsel's expired practicing seal valid till 2011. The statement of defence was filed on 15th November 2016. The list of documents and list of witness have no seal. The defendant’s final written address filed on 6th May 2019 has an expired seal valid till 2011. I also noticed that the defendant’s motion filed on 15th November 2016 although taken and granted also has counsel’s expired seal valid till 2011. The defendant’s motion filed on 10th July 2018 also taken and granted has no seal at all. And the defendant’s motion filed on 15th May 2019 also taken and granted has an expired seal valid till March 2011. In all of this, the processes filed by Mr Pius A. Ogene either have expired seals or have no seal at all. I, therefore, agree with counsel for the claimant that this is one conduct that should not be encouraged. 36. The claimant is challenging the termination of her employment especially the manner it was done; and so wants the termination set aside. She is also claiming certain monetary sums representing pension contribution, leave allowance, passage allowance, ticket allowance, compensation and cost of action. In discharging the duty placed on her to prove her case, the claimant relied on a number of documents, some of which have been questioned by the defendant in terms of their admissibility and/or evidential value. Exhibit C13 is the report of the Finance and General Purpose Committee (F&GPC) on the severance package presented to the defendant’s Board. It is undated. By law, an undated document is worthless and has no evidential value. See Global Soaps & Detergent Ind. Ltd v. NAFDAC [2011] All FWLR (Pt. 599) 1025 at 1047 and Udo & ors v. Essien & ors [2014] LPELR-22684(CA). As an undated document, Exhibit C13 is worthless and so has no evidential value. I so find and hold. 37. Aside from being undated, Exhibit C13 is merely a recommendation. Recommendations or proposals have been held by this Court not to confer entitlements. See Mr. Mohammed Dungus & ors v. ENL Consortium Ltd [2015] 60 NLLR (Pt. 208) 39, which, relying on PENGASSAN v. Mobil Nig. Unltd [2013] 32 NLLR (Pt. 92) 243 NIC, held that proposals do not confer entitlements. And in Mr Usanga Eyo Brian v. Polaris Bank Limited unreported Suit No. NICN/LA/412/2014, the judgment of which was delivered on 20th March 2019, this Court held thus: “…submitting a bill for onward transmission to management for approval cannot be read to mean the approval”. As a document, which only made a recommendation, Exhibit C13 cannot confer any entitlement on the claimant. The claimant cannot accordingly rely on it in proof of any of her claims. I so find and hold. Accordingly, the claimant’s argument that it is inappropriate for the defendant to raise for the first time in its final written address (instead of its pleadings or at the stage of reception of Exhibit C13 in evidence) the point that Exhibit C13 was specifically made by the claimant “for purpose of this suit” is immaterial and so irrelevant for present purposes. I so hold. 38. To the defendant, Exhibit C1 purports at paragraph 4 at page 6 to have come into effect on 1st June 2014. That the said Exhibit C1 is not dated nor signed and is in conflict with Exhibit C13, which is also not dated. Exhibit C1 is the IEI Plc Staff Handbook. As a staff handbook, it is the conditions of service of the defendant; and conditions of service are most often not signed, or even dated in the manner canvassed by the defendant. Employees are also not required to sign conditions of service. In other words, the applicability of conditions of service or staff handbooks is not dependent on their being dated, or signed by either the employer and/or employee. This being so, the argument of the defendant in this regard goes to no issue and so is hereby rejected. I so hold. 39. Both parties in this suit agree to the regulatory role of the National Insurance Commission (NAICOM) over the defendant, and so made no issue about the regulatory order issued by NAIOM as per Exhibit C7 dated 18th November 2014. Exhibit C8 dated 14th May 2015 is thus a letter written by NAICOM and addressed to the claimant asking her to proceed on compulsory leave. The actual words of Exhibit C8 are: With reference to our earlier letter ref. NAICOM/L&BS/IEI/07, your removal as Managing Director/CEO of IEI Plc is hereby converted to compulsory leave effective from the 14th May, 2015. You are also hereby informed that an Interim Board has been constituted to over-see the affairs of IEI Plc and you are required to accord them all necessary cooperation. Exhibits D1 to D6 all dated 14th May 2015 (with respective Ref. Nos. NAICOM/L&BS/IEI/08, NAICOM/L&BS/IEI/09, NAICOM/L&BS/IEI/05, NAICOM/L&BS/IEI/06, NAICOM/L&BS/IEI/11 and NAICOM/L&BS/IEI/10) are letters from NAICOM removing the addressees as Directors (Exhibit D3, however, removes the addressee as Executive Director) of the defendant all with effect from 14th May 2015. Invariably, the version of Exhibits D1 to D6 meant for the claimant must be NAICOM/L&BS/IEI/07 referred to in Exhibit C8 as quoted above. This would then mean that the claimant was first removed as MD/CEO by NAICOM/L&BS/IEI/07 before Exhibit C8 converted it to compulsory leave. 40. So while the Interim Board was in place, the claimant remained on compulsory leave until 4th February 2016 when Exhibit C10 terminated her employment. The very fact that Exhibit C8 converted the claimant’s removal to compulsory leave, and then informed her of the constitution of an Interim Board, and the fact that Exhibit C9 invited her to a meeting of the Interim Board and she attended, all point to the fact that the claimant accepted the fact and authority of the Interim Board. Accordingly, her argument that her appointment was not terminated by the BoD of the defendant who engaged her and that since there is no provision in her contract of employment or the defendant’s Staff Handbook for disengagement of her employment by the interim MD, her summary disengagement was wrongful, is untenable. I so hold. 41. Given especially reliefs (1) and (2) of the claimant, the case of the claimant is that Exhibit C6 signed by the Chairman of the BoD of the defendant shows that her appointment as MD of the defendant was made by the BoD of the defendant, and by law it is this same BoD that has the authority to disengage her from the appointment. In saying that by law only the BoD can disengage her, the claimant submitted that her assertion is self-evident from Exhibit C6 itself and that the defendant did not contest this point with her in its statement of defence. Of course, it is the BoD that can remove the claimant from office. Of course, it was the BoD, though an Interim Board, that removed her form office. The Interim Board was put there by NAICOM, the regulatory body of the defendant. The claimant did not refer to any law that says NAICOM cannot put in place an Interim Board for the defendant. The duty is on the claimant to show this Court how NIACOM acted outside of the law, for which the defendant also acted wrongly in terminating her appointment. If the argument of the claimant is that NAICOM and the Interim Board acted unlawfully, it is for the claimant to state how. By Ziideel v. RSCSC [2007] 3 NWLR (Pt. 1022) 554 SC, an employee who complains that his employment has been wrongfully terminated has the onus to place before the Court the terms of the contract of employment, and prove in what manner the said terms were breached by the employer. The case went on that it is not the duty of the employer as a defendant to prove any of these facts. Accordingly, the onus is on the claimant to state how NAICOM acted unlawfully. 42. In showing how NAICOM acted unlawfully, the claimant referred to section 11(1) of the Interpretation Act and a number of case law authorities when she submitted it is the appointing authority that has the power to terminate the appointment made by it. But this only begs the question. Who is the appointing authority? The Interim Board is as much a BoD as any including the one that the claimant says appointed her. Without indicating how illegal the Interim Board is, the claimant’s submission is sure on quicksand here. The very fact that she said that her appointment can only be terminated by the BoD of the defendant and the defendant did not deny her assertion does not in any way mean she had proved that point. First, the point itself is one of law and so not governed by the rules of pleadings. Pleadings relate only to facts. See Auto Import Export v. Adebayo [2005] LPELR-642(SC); [2005] 19 NWLR (Pt. 959) 44, which, relying on Lever Brothers Ltd & ors v. Bell and anor [1931] 1 KB 557, held thus: there is a vital distinction between pleading law, which is not permitted, and raising a point of law in a pleading, which is permitted; pleading law obscures or conceals the facts of the case, raising a point of law defines or isolates an issue or question of law on the facts as pleaded; the practice of the courts is to consider and deal with the legal result of pleaded facts, although the particular result alleged is not stated in the pleading; and the inferences of law to be drawn from the pleaded facts need not be stated in pleadings - thus, if the material facts are alleged, it is not necessary to plead an implied warranty. Secondly, parties cannot admit to law as they would to facts. Parties can only submit as to law, leaving the Court to agree or not agree with them as to what the law is. Lastly, the law is not proved as you would facts in pleadings. 43. The claimant got all of this wrong when she submitted that the defendant’s argument as to Exhibit C8 giving the Interim BoD full powers to exercise all powers of the BoD prior to Exhibit C8, which powers include the power to terminate the employment of the claimant, is one not premised on the defendant’s pleadings (and that as a defence it ought to have been pleaded) and so springs a surprise on her thus violating section 36(1) of the 1999 Constitution, citing Order 30 Rules 8(1) and 11 of the NICN Rules 2017. To start with, the interpretation of a document is a matter of law within the province of the courts, as distinct from facts. See Obatoyinbo & anor v. Oshatoba & anor [1996] LPELR-2156(SC); [1996] 5 NWLR (Pt. 450) 531, Mr. Chinweorder Chukwu Awa v. Nigeria Social Insurance Trust Fund [2015] 60 NLLR (Pt. 211) 544, Mr Akindele Adedipe v. Oracle Software Nigeria Limited unreported Suit No. NICN/LA/214/2016, the judgment of which was delivered on 15th May 2019 and Olapade Samuel Olatunwo Oyebola & ors v. FAAN unreported Suit No. NICN/LA/259/2013, the judgment for which was delivered on 20th May 2019. So the talk by the claimant that the interpretation should have been pleaded cannot be tenable. See Mr Thaddeus Obidike & ors v. Minister of Lands, Housing and Urban Development & ors unreported Suit No. NICN/LA/632/2013, the judgment of which was delivered on 4th December 2018, where a similar argument as to Order 30 Rule 8(1) of the NICN Rules 2017 but as to jurisdiction was rejected, relying on Nasir v. Civil Service Comm. & ors [2010] 2 SCM 105 at 123, which held that jurisdiction being a point of law, a Rule of court, cannot dictate when and how, such point of law can be raised. In like manner, since the interpretation of a document is a question of law, a judicial one at that, it is not one that is governed by the rules of pleadings. I so hold. 44. The claimant had also relied on sections 63(1) and 268(1) of CAMA. Section 63 of the Companies and Allied Matters Act (CAMA) deals with division of powers between general meeting and BoD. In subsection (1) it provides thus: “A company shall act through its members in general meeting or its board of directors or through officers or agents, appointed by, or under authority derived from, the members in general meeting or the board of directors”. Section 268 on its part deals with remuneration of the MD. In subsection (1) it provides thus: “A managing director shall receive such remuneration (whether by way of salary, commission or participation in profits, or partly in one way and partly in another) as the directors may determine”. Specifically referring to section 63(1) of CAMA, the claimant submitted that CAMA does not recognize any body such as the Interim Board or Interim MD within the operating organs of the defendant’s company. I will repeat what I said earlier. An Interim Board is as much a Board as any. The fact that section 63(1) of CAMA did not use the word interim does not mean that an Interim Board is not a Board. An Interim Board is a stopgap Board, a Board nevertheless. What the claimant needs to show this Court is how NAICOM acted outside their powers in setting up an Interim Board, for which the Interim Board then acted unlawfully in terminating her appointment. This the claimant did not do. All the claimant said was that NAICOM has no power to constitute the BoD of the defendant and that power resides in the General Meeting in virtue of CAMA. This is not sufficient justification of the point that NAICOM has no power to constitute the BoD of the defendant. 45. Exhibit C10 dated 4th February 2016 terminated the claimant’s employment forthwith. This is tantamount to termination with immediate effect. In Dorothy Adaeze Awogu v. TFG Real Estate Limited unreported Suit No. NICN/LA/262/2013, the judgment of which was delivered on 4th June 2018, this Court at paragraph 59 held that it is commonsensical that “a dismissal with immediate effect can never be a dismissal with notice”. See also Yunus Adewale Adefowope v. MTN Nigerian Communications Ltd unreported Suit No. NICN/LA/492/2016, the judgment of which was delivered on 15th May 2019, which at paragraph 31 held that Exhibit C16 dated 16th June 2016 in stating that the claimant’s services were no longer required and that the termination was with effect from 16th June 2016 meant that the termination of the claimant’s appointment was with immediate effect and hence without notice; and being without notice, the termination became wrongful by that fact. 46. The defendant had argued that Exhibit C2 dated 12th August 2003 provides that either party can terminate the contract of service between them without notice. It was in line with this that the defendant terminated the claimant’s employment vide Exhibit C10 and justified its action by asserting that it even paid the claimant her January 2016 salary. See paragraph 4.21(c) of the defendant’s final written address. First, as argued by the claimant, the defendant here deliberately misrepresented what Exhibit C2 provided. The actual words of Exhibit C2 are: “This appointment is for an initial probation period of 3 months, during which either party can terminate the appointment without notice”. As can be seen from this clause, the issue of termination without notice relates only to the claimant when she was on 3 months probation. The cause did not state that after probation, either party can terminate the employment relationship without notice. It is disheartening when counsel embark of deliberate falsehoods just so that they can mislead the Court and get judgment. This aside, the question, however, is whether a clause which states that an employment relationship can be terminated without notice, even during probation, is not one that amounts to an unfair labour practice provision. I shall return to this question shortly. 47. Even as the defendant was arguing that it can terminate the claimant’s employment without notice, and that it even paid the January 2016 salary of the claimant, the defendant said nothing of the claimant’s salary for the period 1st to 6th February 2016 given that Exhibit C10 terminated the claimant’s employment forthwith i.e. with effect from 6th February 2016. That the defendant did not pay this part of the claimant’s salary only reinforces the fact that the defendant did not terminate the claimant’s employment with notice. 48. The attempt by employers to justify termination without notice has been previously canvassed in this Court. For instance, in Dorothy Adaeze Awogu v. TFG Real Estate Limited unreported Suit No. NICN/LA/262/2013, the judgment of which was delivered on 4th June 2018, this Court at paragraphs 60 and 61 held thus: 60. …The common law enjoins that even where the contract of employment does not stipulate a notice period, one that is reasonable must be read into the contract of employment. See Akumechiel v. BCC Ltd [1997] (Pt. 484) 695 at 703 and Emuwa v. Consolidated Discounts Ltd [2000] LPELR-6871(CA); [2001] 2 NWLR (Pt. 697) 424. The Supreme Court in Olayinka Kusamotu v. Wemabod Estate Ltd [1976] LPELR-1720(SC); [1976] 9 - 10 SC (Reprint) 254 stated the law thus: The law is that, generally, the length of notice required for termination of contracts of employment depends on the intention of the parties as can or may be gathered from their contract and in the absence of any express provision, the courts will always imply a term that the employment may be terminated by a reasonable notice (from either of the parties); and even where (as clearly provided in clause 21(c) of “Exhibit “B” for persons still under probation) the employer has power to terminate the contract in his absolute discretion, the law enjoins the employer to give reasonable notice to the employee (see Re-African Association and Allen (1910) 1 KB 396). 61. It is the contention of the defendant that given Exhibit C1/D1, since the claimant was still under probation as at the time of the termination of her employment, she was not even entitled to notice let alone adequate notice as she has contended. This argument cannot stand Olayinka Kusamotu v. Wemabod Estate Ltd just cited. Clause 21(c) of Exhibit B referred to in Olayinka Kusamotu provides thus: (c) TERMINATION OF APPOINTMENT FOR GENERAL INEFFICIENCY Before the appointment of a confirmed officer is terminated for general inefficiency, he should have received at least two written warnings stating in what respects his work or conduct has been found unsatisfactory. The appointment of an officer on probation may however be terminated at any time during the probationary period (the emphasis is this Court’s). Interpreting the italicized portion of clause 21(c), the Supreme Court held in Olayinka Kusamotu that “even where…the employer has power to terminate the contract in his absolute discretion, the law enjoins the employer to give reasonable notice to the employee”. In like manner, in the instant case, Exhibit C1/D1 in giving the defendant absolute discretion to terminate during probation the claimant’s appointment without notice, cannot take away the requirement enjoined by law that reasonable notice must at least be given the claimant. This being so Exhibit C1/D1 in providing that the defendant can terminate the claimant’s appointment during probation without notice amounts to an unfair labour practice provision; and I so find and hold. 49. See also Mr Dawodu Azeez v. 3 Peat Investment Limited unreported Suit No. NICN/LA/628/2014, the judgment of which was delivered on 16th July 2018, Clement Abayomi Onitiju v. Lekki Concession Company Limited unreported Suit No. NICN/LA/130/2011, the judgment of which was delivered on 11th December 2018 and Yunus Adewale Adefowope v. MTN Nigerian Communications Ltd unreported Suit No. NICN/LA/492/2016, the judgment of which was delivered on 15th May 2019. Accordingly, in the instant case, Exhibit C2, even in providing that during probation either party can terminate the contract of service between them without notice, amounts to an unfair labour practice provision, which cannot stand the test of case law authorities; and so it cannot justify the termination of the claimant’s employment without notice. For not giving the claimant any notice, the defendant’s termination of the claimant’s appointment was wrongful. I so find and hold. See Yunus Adewale Adefowope v. MTN Nigerian Communications Ltd unreported Suit No. NICN/LA/492/2016, the judgment of which was delivered on 15th May 2019, where this Court held a termination of employment without notice to be wrongful on that fact alone. 50. The defendant’s argument that the claimant by Exhibit C5 entered into a separate employment contract with a separate legal entity registered in Ghana, which contract the defendant is not even privy to, raises issues as to the employer status in the claimant’s employment. Given economic realities, it is not uncommon in toady’s world of work for the actual status of an employer to be blurred where groups of companies are involved and personnel leasing is in vogue. Already the courts in Nigeria have recognized the fact of co-employer status between two employers in relation to an employee as was the case in Onumalobi v. NNPC and Warri Refining and Petrochemical Company [2004] 1 NLLR (Pt. 2) 304 and Oyewumi Oyetayo v. Zenith Bank [2012] 29 NLLR (Pt. 84) 370-426. In the instant case, the opening words of Exhibit C5 are: “Following your recent deployment to IEI Ghana Office, we are pleased to offer you employment as Managing Director/Chief Executive with effect from 1st May 2008”. Who deployed the claimant to the IEI Ghana Office? Certainly the defendant! The defendant cannot now turn around and plead separate legal personality and absence of privity of contract. And the denomination of the claimant’s employment contract with IEI Ghana is insufficient to make tenable the argument of the defendant. I am not accordingly persuaded by the argument of the defendant here. That argument fails and so is discountenanced for purposes of this judgment. I so hold. 51. I held earlier that the termination of the claimant’s appointment is wrongful on the ground that she was not given notice. The termination is wrongful not because it was meted out by the Interim MD/Interim Board, but because it was done without notice. This means that reliefs (1) and (2) as claimed by the claimant cannot be given. They are, however, given only in terms of the fact that the termination of the claimant’s appointment was made without any notice given to her. I so find and hold. The law is that once termination is declared wrongful, the remedy available is not setting it aside but awarding damages, the measure of which is the commensurate salary in lieu of notice. See BCC Plc v. Ager [2010] 9 NWLR (Pt. 1199) 292 SC, which held that where the Court makes a finding of wrongful termination or dismissal, a payment in lieu of notice will apply. Relief (3) of the claimant cannot accordingly be granted. It is hereby dismissed. 52. Relief (4) prays for an order that the claimant is entitled to be given two months notice of termination of her employment or two months salary in lieu of notice. Having held that the termination of the claimant’s appointment was wrongful, on the authority of BCC Plc v. Ager, the claimant is entitled to payment in lieu of notice. The only question is whether this payment is two months’ salary as prayed for by the claimant in relief (4). I held earlier that termination without notice is wrongful; and that the law is that even if no period of termination is given in the contract of employment, a reasonable period must be read into it. Exhibit C5 is the only document before the Court where a period of two months’ notice was given for termination when the claimant was redeployed to Ghana. I have discountenanced the defendant’s argument as IEI Ghana being a separate and distinct legal entity. As the claimant argued, what is reasonable in law usually depends on the circumstances of each case. If in 2008 the notice period given to the claimant could be two months, then anything less than two months would be unreasonable. I am inclined to accept two months as the reasonable applicable notice period in the circumstances of this case. This being so, relief (4) succeeds and is hereby granted. The claimant pleaded in paragraph 28 of her statement of facts N1,628,097.67 as her net pay per month. Exhibit C11 is the claimant’s pay-slip for the month of January 2016. It puts the claimant’s net pay for that month as N1,368,097.67. If this sum is multiplied by 2, what we get is N2,736,195.34. This is the sum the claimant is entitled to as salary in lieu notice, which is also the measure of damages for the wrongful termination of her appointment. I so find and hold. Relief (4) is hereby granted in terms of N2,736,195.34. I so hold. 53. Reliefs (5), (6), (7) and (8) are claims for monetary sums, which means that they are claims for special damages. See 7UP Bottling Company Plc v. Augustus [2012] LPELR-20873(CA), which held that the claims for gratuity, pension, housing fund and salary are all special damages and must be strictly proved; and that each of the said items must be proved to the satisfaction of the Court as the Court is not entitled to make its own estimate of same - it must be proved with credible evidence and without such proof no special damages can be awarded. NNPC v. Clifco Nigeria Ltd [2011] LPELR-2022(SC) is quite forcefully in holding that a claim for special damages cannot succeed because it is admitted as special damages are never inferred from the nature of the act complained of. They do not follow in the ordinary course as is the case with general damages. They are exceptional and so must be claimed specially and proved strictly. That the fact that it appears to be admitted does not relieve the party claiming it of the requirement of proof with compelling evidence as special damages are exceptional in character and so there is no room for inference by the Court. It is unreasonable to consider a claim for special damages reasonable in the absence of proof. A claim for special damages succeeds on compelling evidence to justify it and not on the sums claimed appearing reasonable to the Court. See further Mr Ignatius Anyanwu & ors v. Mr Aloysius Uzowuaka & ors [2009] LPELR-515(SC); [2009] 13 NWLR (Pt. 1159) 445 SC. 54. Relief (5) is a claim for N288,000.00 outstanding as the defendant’s pension contribution towards the claimant’s pension account for the year 2009/2010. In paragraph 30 of the statement of facts, the claimant pleaded that “in year 2009/2010, the Defendant paid its pension contribution for the Claimant less/by a shortfall of N288,000=00 and incurred a pension penalty of N288,000=00 which the Defendant is to pay to the Claimant”. First, an employer’s pension contribution is not paid directly to the employee. It is paid to the employee’s PFA (Pension Fund Administrator). The claimant supplied no PFA to the Court. Secondly, pension contribution is a factor of the employee’s monthly emoluments, which means the total sum of basic salary, housing allowance and transport allowance. The claimant did not plead her basic salary, she did not plead her housing allowance, and she did not plead her transport allowance. Exhibit C6 dated 11th July 2011, through which the claimant was appointed MD/CEO of the defendant has basic salary, housing allowance and transport allowance. But the law is that evidence without pleading goes to no issue. See The Shell Petroleum Development Company of Nigeria Limited v. Kwameh Ambah [1999] LPELR-3202(SC); [1999] 3 NWLR (Pt. 593) 1; [1999] 2 SC 129. In like manner, pleadings without evidence go to no issue. See Ifeta v. SPDC [2006] LPELR-1436(SC); [2006] 8 NWLR (Pt. 983) 585. It follows thus that counsel’s submission, no matter how brilliant is no substitute for pleadings and evidence. See Okwejiminor v. Gbakeji & anor [2008] LPELR-2537(SC), Lewis & Peat Ltd v. Akhimen [1976] SC 157 at 160, Niger Construction v. Okugbeni [1987] 4 NWLR (Pt. 67) 787 at 792, Igwe v. AICS [1994] 8 NWLR (Pt. 363) 459 at 481, Salawu Yoye v. Olubode & ors [1974] 10 SC 209 at 215, Ajayi v. Total Nigeria Plc [2013] LPELR-20898(SC) and Adam v. Shaibu & ors [2016] LPELR-40179(CA). 55. And it is not the duty of the Court to fix defective pleadings. As His Lordship Tur, JCA puts it in Chief James Onyewuke v. Modu Sule [2011] LPELR-9084(CA), a trial Judge 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 defects in pleadings. The claims for monetary sums by the claimant must, therefore, fail and so are hereby dismissed. In like manner, it is not the duty of the courts to fill gaps in pleadings. See Sunday Emeje v. National Institute for Pharmaceutical Research and Development [2010] LPELR-8986(CA), per Peter-OdiliI, JCA (as she then was). And in Mr Onwuka Josiah v. Industrial Cartons Ltd unreported Suit No. NICN/LA/57/2014, the judgment of which was delivered on 20th May 2019, the claim for “N10,000,000.00…being his gratuity, pension and retirement benefits” failed silly because the claimant failed to prove the relevant particulars needed to sustain a claim for the sum. In the instant case, the claimant filed to plead the relevant particulars need to sustain the claimant for N288,000.00 as pension. Relief (5) fails and so is hereby dismissed. 56. Relief (6) is a claim for certain 2016 allowances i.e. leave allowance at N486,200.00; passage allowance at USD11,000.00; and ticket allowance at N1,700,000.00. The claimant pleaded these sums at paragraph 29 of the statement of facts. Exhibit C11 the pay-slip for January 2011 did not show the payment of any of these allowances. Exhibit C6 through which the claimant was appointed MD/CEO puts leave allowance as N430,284 (not N486,200 as claimed in relief 6). Exhibit C6 puts passage allowance as $8,000.00 (not USD11,000.00 as claimed in relief 6). And Exhibit C6 puts flight ticket as Business class for self and spouse (not ticket allowance of N1,700,000.00 as claimed in relief 6). “Ticket allowance” as claimed by the claimant is different from “flight ticket” as provided in Exhibit C6. “Flight ticket” denotes a benefit in kind, which can be reimbursed. Here, the expenditure in respect of the benefit in kind must be first incurred and then proved before the purchase price can be claimed as reimbursement or a refund. This differs from ticket allowance, which as an allowance, can be paid upfront without the necessity of showing a purchase or the incurring of expenditure in its regard. In the instant case, the claimant did not plead that he bought flight tickets of Business class for himself and spouse at N1,700,000.00 for which he now claims a refund or reimbursement. In short, what Exhibit C6 granted as an entitlement to the claimant (flight ticket of business class for self and spouse) is not what the claimant is claiming in relief 6 (flight allowance). I so find and hold. The claim for N1,700,000.00 as flight allowance must, therefore, fail. It is hereby dismissed. 57. Exhibit C6 indicated N430,284 as the leave allowance of the claimant and $8,000.00 as the passage allowance. By definition, leave allowance and passage allowance are annual allowances. Exhibit C10 terminated the claimant’s employment with effect from 4th February 2016. This means that the claimant did not work for year 2016 as to be entitled to their payment. Paragraph 29 of the statement of facts is explicit that the claimant is claiming these sums “for the current year”. The claimant filed this suit on 25th February 2016. The reference to “current year” can only mean reference to 2016. The law by Honika Sawmill (Nig.) Ltd v. Hoff [1992] 4 NWLR (Pt. 238) 673 CA at 679 is that as between an employer and an employee, the onus is on the employee to prove that the employer employed him on a stipulated salary and that he worked for the employer during the relevant period. It is for the employer to prove not only that he paid the employee his salary for work done by the employee in the relevant period but also how much the salary that he paid the employee was. In the instant case, the claimant has not proved that she worked for the whole of year 2016 as to be entitled to these sums. The claims for leave allowance and passage allowance must accordingly fail. They are hereby dismissed. 58. Relief (7) is a claim for “compensation in the sum of N126,601,618.00”. This is the sum the claimant describes as severance package. In proof of this sum, the claimant in paragraphs 36 and 38 of the statement of facts, pleaded that it is common practice in the insurance industry to give an outgoing MD a severance package for every year of employment and a gift of official car(s) allocated to the MD and other ex gratia payment. She then put her severance package at 50% of her gross annual salary as MD i.e. N126,601,618.00. To prove this, the claimant referred to Exhibit C13, the undated recommendation of the F&GPC of the defendant’s BoD. I have already discountenanced Exhibit C13 as an undated document. And as a recommendation, I have also held that Exhibit C13 cannot confer any entitlement. See Mr Usanga Eyo Brian v. Polaris Bank Limited unreported Suit No. NICN/LA/412/2014, the judgment of which was delivered on 20th March 2019, Mr. Mohammed Dungus & ors v. ENL Consortium Ltd [2015] 60 NLLR (Pt. 208) and PENGASSAN v. Mobil Nig. Unltd [2013] 32 NLLR (Pt. 92) 243 NIC. Exhibit C13 is, therefore, unhelpful to the claimant as proof of relief (7). I so find and hold. 59. In paragraph 28 of the statement of facts, the claimant pleaded her net pay as N1,623,097.67 per month. The claimant calculated the N126,601,618.00 claimed on the basis that it is 50% of her gross salary. There is nowhere in her pleadings that she pleaded what her gross salary is. Net salary and gross salary are not the same. So, how did the claimant actually arrive at N126,601,618 as her severance package based on 50% of her gross annual salary when she did not plead her gross salary? The Court is not told. 60. Given paragraph 39 of the statement of facts wherein the claimant pleaded the severance package of her predecessor in office, the claimant referred to Exhibits C15, C16, C16(a) and C17. Exhibit C15 dated 6th June 2011 is a letter from Brickred Consult Limited to the Chairman of the defendant. It is titled, “Resignation of Mr Erabor from IEI: The Proposed Severance Package Template”. From this heading, Exhibit C15 is a proposal. Mr. Mohammed Dungus & ors v. ENL Consortium Ltd [2015] 60 NLLR (Pt. 208) 39 held that a proposal cannot confer an entitlement. The proposal in Exhibit C15 is to allow Mr Erabor a lump sum calculated at 25% - 50% of his annual emolument multiplied by the number of years spent noting that the industry standard is 50%. No one from Brickred Consult Limited was called to testify and be cross-examined as to why despite that the industry standard is 50%, they are recommending a calculation based on 25% to 50%; or that in taking 25% to 50%, the defendant would not be breaching the industry standard. In essence, Exhibit C15 by Ezuruike v. 7UP Bottling Co. Plc [2018] LPELR-44626(CA) qualifies as documentary hearsay and so has no evidential value where the maker was not called as a witness. 61. Exhibit C17 actually gave Mr Erabor 25% of annual salary multiplied by 5 and half years (as soft landing). The way these exhibits are worded, it does not suggest that there is an obligation to pay in the manner canvassed by the claimant. The industry standard may be 50% as Exhibit C15 stated, but it did not state that there is an obligation on the part of the defendant to either follow suit or even pay anything at all. In short, there is nothing suggesting that the defendant is bound by the industry standard. The payment at 25% of annual salary to Mr Erabor vide Exhibit C17 was said to be “as soft landing”. These words do to suggest any compulsion or obligation for that matter. I do not accordingly see any merit in the argument of the claimant that paragraphs 28, 36, 38 and 39 of her statement on oath of 25th February 2016 and paragraphs 15, 16, 17, 18 and 19 of her statement on oath of 7th February 2017 as well as Exhibits C14, C15, C16, C16(a) and C17 are sufficient proof of how the sum of N126,601,618.00 claimed was arrived at. Certainly, these paragraphs and exhibits do not prove how the claimant came by the quantum of the said sum claimed. The defendant adopted 25% for Mr Erabor and paid him as soft landing. Why is the claimant adopting 50%? The claim that 50% is standard industry practice is not authenticated as no one from Brickred Consult Limited was called to testify and be cross-examined. Relief (7) accordingly fails and so is hereby dismissed. 62. Relief (8) is a claim for N5 million as cost of this action. By NNPC v. Clifco Nigeria Ltd [2011] LPELR-2022(SC), relying on Anyaegbunam v. Osaka [1993] 5 NWLR (Pt. 294) 449 and Obayagbona v. Obazee [1972] 5 SC 247, the award of cost is entirely at the discretion of the court even though costs follow the event in litigation; and that it follows that a successful party is entitled to costs unless there are special reasons why he should be deprived of his entitlement. In making an award of costs the court must act judiciously and judicially. That is to say with correct and convincing reasons. The claimant made no effort to show to this Court how she arrived at the quantum of this sum. 63. On the whole, the claimant’s case succeeds in part and only in terms of the following declaration and order: (1) It is hereby declared that the termination of the employment of the claimant as Managing Director/Chief Executive Officer of the defendant vide the letter dated 4th February 2016 is wrongful as the termination was made without any notice given to her. (2) It is hereby ordered that the defendant shall pay to the claimant within 30 days of this judgment the sum of N2,736,195.34 being two months’ salary in lieu notice, failing which the said sum shall attract 10% simple interest per annum until fully liquidated. 64. Judgment is entered accordingly. I make no order as to cost. …………………………………… Hon. Justice B. B. Kanyip, PhD