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JUDGMENT INTRODUCTION 1. The claimant filed this action on 9th April 2014 vide a complaint, statement of claim, list of witnesses, statement on oath, list of documents and copies of the documents. By the statement of claim, the claimant is praying for the following reliefs: (i) A declaration that the arbitrary deduction of the sum of N4,200,000 (Four Million, Two Hundred Thousand Naira) as balance of the claimant’s Mortgage loan by the defendant from her gratuity irrespective of the unexpired loan term and the payment plan agreed to by the parties, is a breach of the Mortgage loan Agreement entered into by the parties and is therefore wrongful, unlawful, void and of no effect whatsoever. (ii) A declaration that the arbitrary deduction of the sum of N1,995,965.08 (One Million, Nine Hundred and Ninety-Five Thousand, Nine Hundred and Sixty-Five Naira, Eight Kobo) as balance of the claimant’s Personal loan by the defendant from her gratuity irrespective of the unexpired loan term and the payment plan agreed to by the parties, is a breach of the Personal loan Agreement entered into by the parties and is therefore wrongful, unlawful, void and of no effect whatsoever. (iii) An order mandating the defendant to refund the deductions made in respect of the balance of the claimant’s Mortgage and Personal loan and any other similar monetary deduction made from the claimant’s gratuity without the claimant’s consent. (iv) A declaration that the deliberate refusal and or failure of the defendant to provide the claimant with a copy of the Staff hand book and Conditions of Service amounts to a premeditated constructive fraud against the claimant and is wrongful, unlawful, illegal, a violation of the Labour Act, an unfair labour practice and contrary to international best labour practice. (v) An order mandating the defendant to show the basis upon which the sum of N3,294,695.75 (Three Million, Two Hundred and Ninety-Four Thousand, Six Hundred and Ninety-Five Thousand, Seventy-Five Kobo) was arrived at as gratuity payable to the claimant. (vi) An order mandating the defendant to produce the Staff handbook and Conditions of service. (vii) A declaration that the claimant’s employment with the defendant commenced in 1998, the defendant having acquired Prudent Bank Plc, former employer of the claimant in a merger acquisition in 2006 and that the claimant’s employment was at all material times continuous. (viii) A declaration that the claimant is entitled to gratuity and other terminal benefits from 1998 when she became employed by Prudent Merchant Bank Plc to 17th of July 2013 when her employment was terminated by the defendant. (ix) A declaration that the deliberate withholding of the Title documents of the property bought with the Mortgage loan belonging to the claimant by the defendant is wrongful, unlawful, and illegal and contrary to the binding contractual documents between the parties. (x) An order mandating the defendant to release forthwith to the claimant all the title documents and or any other document related to the property bought with the Mortgage loan. (xi) An order mandating the defendant to release the 107,520 Skye Bank shares being and representing the monetary balance of the claimant’s bonus over the years held on her behalf by the defendant’s Bank Staff Share Trust Fund and the Share certificate in respect of same. (xii) A declaration that by virtue of the customary practice of the defendant, the claimant is entitled to the waiver of the balance of her outstanding mortgage and personal loan in view of her exemplary performance as the Business Development Manager while employed by the defendant. (xiii) The sum of N46,280,430.00 (Forty-Six Million, Two Hundred and Eighty Thousand, Four Hundred and Thirty Naira) as balance of the gratuity and other terminal benefits being owed by the defendant from 1998 when the claimant became employed by Prudent Merchant Bank Plc to 17th of July 2013 when her employment was terminated by the defendant after deducting the sum of N785,532.98 that was paid to the claimant from her entitlement of N46,280,430.00 (Forty-Six Million, Two Hundred and Eighty Thousand, Four Hundred and Thirty Naira). (xiv) Interest on the judgment sum at the prevailing rate from the date of this suit until judgment is delivered and thereafter, interest at the rate of 10% per annum until the judgment sum is liquidated. 2. The defendant entered formal appearance and filed its Memorandum of Appearance and statement of defence, denying all the claims of the claimant. In reaction, the claimant filed a reply to the statement of defence and a further witness statement on oath. At the trial, the claimant testified personally as CW and tendered Exhibits C1, C2, C3, C4(a), C4(b), C5, C6, C7 and C8. The defendant on its part testified (as DW) through its witness, Makinde Adedamola Henry, an officer in the Human Capital Management Department and tendered Exhibits D1, D2, D3(a), D3(b), D3(c), D3(d), D4(a), D4(b), D5, D6, D7, D8, D9, D9(a), D9(b), D9(c) and D9(d). At the close of trial, the parties field their respective final written addresses. The defendant’s was filed on 27th February 2019. The claimant’s was filed on 26th March 2019. The defendant filed its reply on points of law on 14th May 2019. THE CASE BEFORE THE COURT 3. It is the case of the claimant that she was first employed by Prudent Merchant Bank Plc in May 1998 where she worked for one year, before the Bank became Prudent Bank Plc in 1999. The claimant claims that she then worked with Prudent Bank Plc from October 1999 to 2006 when the defendant acquired Prudent Bank Plc in a merger acquisition in 2006. That after the merger, the claimant was given a letter by the defendant informing her that she had been placed in the defendant as a staff and thereafter she continued in the employment of the defendant. That during her employment with the defendant, she worked meritoriously and without any blemish served for 15 years and was commended on several occasions for her contributions to the bank. The claimant claims that her employment with the defendant was a continuous one as she was not given a new letter of employment by the defendant. That throughout the period she worked with the defendant, she was never given the defendant’s Staff Handbook neither was it made available to her despite her repeated requests for same. That she was at the time of her disengagement, the Business Development Manager of the defendant at Opebi Branch. That during the 15 years she worked as a banker with the defendant, she was outstanding and also maintained a clean disciplinary record. That in the last three years before her purported ‘disengagement’, her annual performance evaluation was on a steady increase and showed an average of 85% and regular recommendation of promotion. She went on that on 7th July 2013, the defendant through its Management suddenly disengaged the claimant’s services from its employment. 4. That during her employment with the defendant, she took a Mortgage Loan of N11,500,000.00, which was agreed by parties to run for 10 years at an interest rate of 5% per annum. The claimant claims that as at the time the defendant terminated her services, she had repaid the sum of N7,100,000 (Seven Million, One Hundred Thousand Naira) to the defendant leaving a balance of N4,200,000.00 (Four Million, Two Hundred Thousand Naira) yet unpaid. She continued that she also took a personal loan of N2,200,000.00 and same was to expire in August 2015. That at the time her services were disengaged, the sum of N1,995,096.08 (One Million, Nine Hundred and Ninety-Five Thousand, Ninety-Six Naira, Eight Kobo) was left as outstanding balance yet unpaid to the defendant. The claimant claims that after her employment was terminated, the defendant calculated the sum of N3,200,793.98 (Three Million, Two Hundred Thousand, Seven Hundred and Ninety-Three Naira, Ninety-Eight Kobo) as her severance package, and six months’ salary as payment in lieu of notice. 5. The claimant states that although it was a term of agreement that the said Mortgage Loan would expire in 2017, the defendant went ahead to remove it from the six months salary in lieu of notice paid to her without her consent. The claimant further states that the defendant also removed the balance of the personal loan despite the fact that the said personal loan had not yet expired and was to expire in August 2015. The claimant claims that the only amount of money she was paid by the defendant after the latter had made the unauthorized deductions referred to from the purported gratuity calculated by the defendant was N785,532.98 (Seven Hundred and Eighty-Five Thousand, Five Hundred and Thirty-Two Naira, Ninety-Eight Kobo). The claimant avers that having worked for the defendant for the number of years as she did, she is entitled to be paid her full gratuity and other terminal benefits in accordance with the law, binding contractual documents and policies of the defendant. The claimant states that the sum of N3,200,793.83 (Three Million, Two Hundred Thousand, Seven Hundred and Ninety-Three Thousand, Eighty-Three Kobo) calculated as her gratuity and six months’ salary payment in lieu of notice is contrary to what was contained in the Additional Net Financial Position prepared by the defendant on 18th September 2013. The claimant claims that going by the Additional Net Financial Position as at September 18, 2013 (which is not conceded) she is entitled to be paid the sum of N22,564,558.87 made up of her gross entitlement of N21,779,025.89 and other credit of N3,294,695.75. 6. The claimant claims that it is the customary practice of the defendant to write off outstanding mortgage and personal loan in view of a staff’s exemplary performance. That the sum of N3,200,793.98 (Three Million, Two Hundred Thousand, Seven Hundred and Ninety-Three Thousand, Eighty-Three Kobo) calculated by the defendant does not represent her full terminal benefits. That there is need to know the quantum of her terminal benefits and whether it is in line with her contract of employment and customary practice of the defendant. The claimant claims that rather than compute her terminal benefits from 1998 when she became employed by Prudent Merchant Bank Plc till 2013, when her employment was terminated, the defendant began computing from 2006 to 2013. That she ought to have been paid the sum of N46,280,430.00 (Forty-Six Million, Two Hundred and Eighty Thousand, Four Hundred and Thirty Naira) taking into cognizance the N21,779,025.89 paid for the period of 2006 to 2013 instead of the period of 1998 to 2013. That the calculation is based on the fact that the Gross in the Additional Net Financial Position comes to N2,722,378.23 per annum. The claimant claims that she is also entitled to N107,520 Skye Bank shares, which represent the monetary balance of her bonus over the years held on her behalf by the Skye Bank Staff Share Trust Fund. That the refusal of the defendant to give her its Staff Handbook after she was placed in their employment was in furtherance of the defendant’s premeditated plans to avoid paying the claimant her rightful terminal benefits and as such constitutes a constructive fraud. 7. On the other hand, it is the defendant’s case that the erstwhile Prudent Bank Plc was not acquired by the defendant, but that the amalgamation of the Banks hitherto known as EIB International Bank Plc, Cooperative Bank Limited and Prudent Bank Plc culminated in the emergence of the defendant. That the defendant claims that the claimant’s employment with the defendant was not a continuous one and that her employment with the defendant commenced on 1st January 2006 when she was given a letter of staff placement. That the defendant claims that all the staff of the defunct banks that were employed by the defendant were offered fresh employment with the defendant. That the defendant claims that the claimant’s employment was never terminated suddenly as alleged by the claimant but that the termination was done in strict adherence with the terms and conditions of the claimant’s employment as contained in the defendant’s Employee Handbook. The defendant claims that its criteria which qualify a person for gratuity takes effect from the date that person and or employee is employed by the defendant. 8. The defendant claims that the deduction of the Mortgage loan from the claimant’s terminal benefit was done in keeping faith with the policy of the defendant which requires that all indebtedness of any of its ex-staff to be deducted and or netted off against any entitlement. That the defendant claims that the deduction made from the claimant’s terminal pay was done in consonance with the terms and conditions of the claimant’s employment. The defendant claims that the claimant agreed that her terminal benefit should be applied to defray the loans she obtained whilst in employment. The defendant claims that the claimant authorized the defendant to debit her account without further recourse to the claimant. The defendant claims that the claimant’s terminal benefit was correctly computed and she was paid the amount that was due to her and in conformity with the employment terms. The defendant claims that the assessment and calculation of gratuity is regulated by the defendant’s Gratuity and Retirement Benefits Policy accepted and agreed by the claimant. The defendant claims that the gratuity in the defendant is calculated based on 40% of the Annual Total Emolument (ATE) of an entitled employee at the employee’s grade at the time of exit from the defendant. The defendant states that the Employee’s ATE comprises the employee’s basic salary, transport allowance, housing allowance, and meal/lunch allowance. The defendant claims that the gratuity is not calculated based on the gross salary or additional net financial position of any of the employee as erroneously claimed by the claimant. The defendant states that entitlement to gratuity in the defendant is based on the continuous employment in the defendant for the period of 5 years. The defendant states that the period of 5 years of continuous employment entitles eligibility to gratuity in the defendant and the said period is not considered in the computation of gratuity. The defendant claims that gratuity is calculated based on the period in excess of the eligibility period of 5 years. The defendant claims that the eligibility period of 5 years of continuous employment for employees of the legacy banks which merged with the defendant is based on the date of assumption of duty in the defendant after the consolidation of the banks. The defendant claims that for the computation of gratuity, the claimant did not work with the defendant for the period of 15 years. The defendant claims that its policy does not provide for waiver of any exposures and or liabilities of any of its disengaged staff, rather it is the practice of the defendant to defray and or deduct such from the final entitlement of such employee. The defendant claims that the Staff Handbook has always been and is available to all its employees and can be assessed on Skyeplus which the claimant had full and unfettered access to while in the employment of the defendant. The defendant claims that the claimant was aware of the existence and the provisions of the said Handbook, which contains the terms and conditions of employment of the claimant, which provisions the claimant took benefit of to access loan and other benefits from the defendant. The defendant claims that the shares were allotted to all its employees as bonus and ex-gratia. THE SUBMISSIONS OF THE DEFENDANT 9. The defendant submitted two issues for determination, namely: (1) Whether the claimant has established her claim on preponderance of evidence required in civil case. (2) Whether having been paid all her entitlements, the claimant is still entitled to any further benefit from the defendant. 10. On issue (1), the defendant pointed out that the claim as constituted particularly claims 1 and 2 are the main claims and are declaratory claims. That claims 7, 8, 9, 10 are also declaratory claims. That claims 3, 5 and 13 are all contingent upon the success of claims 1, 2, 7, 8 and 9. That claim 12 being also a declaratory claim also draws its strength from claims 1 and 2 for it to succeed. That claim 11 is clearly otiose as it relates to Bank’s shares, the subject of which is clearly beyond the jurisdiction of this Court. For clarity, that this Court has no jurisdiction to entertain claim No 11. 11. The defendant went on that all the claims having be properly identified and situated, it is the law, that to succeed in the declaratory action, the claimant must prove in its entirety the claim in its substance and form, and that proof of declaratory claim does not even depend on “the witness of the Defence”, it stands alone, citing Tokimi v. Fagile [1999] 10 NWLR (Pt. 624) 588 and Jolayemi v. Olaoye [1999] 10 NWLR (Pt. 624) 600. Accordingly, that a plaintiff who fails to prove the declaratory reliefs sought goes home without victory. That the claimant is asking for a declaration that the Mortgage loan she took is a separate contract independent of her employment and ought to run whether or not the employment ceased. That throughout the evidence led, there is no Mortgage agreement, no personal loan agreement put forward before the Court to establish the terms, a breach upon which she is seeking a declaration. That having not presented the agreement and/or the terms of which a breach has been established, the Court cannot make a declaration in that respect. That a declaration can only be made on the existence or otherwise of a right; and a court is not allowed to speculate upon issues not pleaded before it, citing Oyinloye v. Seinkin [1999] 10 NWLR (Pt. 624) 540. That the right in this instance could only have been conferred on the claimant by virtue of the mortgage loan agreement or personal loan agreement. Accordingly, that having not proved the existence of those rights, claims 1 and 2 are bound to fail. That it follows mutatis mutandis that every other claim predicted on the right comprised in the mortgage loan agreement and the personal loan agreement have no life and cannot survive. Specifically, that claims 3, 13 and 14 must fail. 12. Falling back on claims 4 and 6, that the evidence is clear that the claimant had notice and access to the staff handbook and conditions of the service. That claims 4 and 6 are barren and ought to be dismissed. 13. Claims 9 and 10 relate to title document alleged to have been bought with the mortgage loan. To the defendant, apart from the fact that no sufficient proof has been laid before the Court to establish the fact that the title document is with the defendant, tantamount to approbating and reprobating, the claimant cannot in one breathe desire a refund of the money deducted on account of the mortgage loan and at the same time, in another breathe, ask for the release of the title document to her; she cannot approbate and reprobate. That the evidential value apparent in this is that the claimant, by virtue of the fact that the mortgage loan was deducted, may be deemed to have been discharged from the mortgage; as such, demanding a refund of the deduction and also asking for the title document is not only in bad faith but a demonstration of greed. 14. That the claimant was initially employed by Prudent Merchant Bank in 1998 before the Bank became Prudent Bank Plc in 1999. That there is uncontroverted and unchallenged evidence that Prudent Bank Plc was not acquired by the defendant, but there was amalgamation of Banks hitherto known as EIB International Bank Plc, Co-operative Bank Ltd, Reliance Bank Plc, Bond Bank Plc and Prudent Bank Plc to form Skye Bank Plc. That the defendant maintained throughout its evidence before the Court that the claimant’s employment with the defendant was not a continuation of the claimant’s employment with Prudent Bank Plc. That the claimant’s employment commenced on 23rd January 2006 when she was given a letter of Staff Placement, referring to Exhibit C3, Skye Bank letter dated 20/1/06. That all the staff of the defunct Prudent Bank Plc that was employed by the defendant were offered fresh employment with the defendant. It is the defendant’s submission that even the said letter of January 20, 2006 informed the claimant that all other details to your employment with the Bank are as contained in the Skye Bank Plc Staff Handbook which will be handed over to you in due course. Interestingly, that at page 2 of Exhibit D5, Gratuity & Retirement Benefits Policy, the document was clear when it stated thus: “The period of employment commences from the date of the consolidation - 2006 for employees from the legacy Banks while effective date of Assumption of duty will apply for staff members employed after the consolidation”. That this provision of the Gratuity & Retirement Benefits Policy of the defendant is very germane to the determination of the issues and reliefs sought by the claimant. That the claimant never denied that he was given a copy of this particular document, Exhibit D5. 15. It is the claimant’s contention that she is entitled to gratuity and other terminal benefits from 1998 when she became employed by Prudent Merchant Bank Plc to the date when her employment was terminated by the defendant. This, in summary is to say that her employment from 1998 was continuous. To the defendant, pursuant to the above provision of Exhibit D5, the claimant’s employment cannot be said to be continuous. That Exhibit D5 at page 2 was so specific and answers the question of when the employment of any employee of the defendant commenced, urging the Court to so hold that the claimant’s employment with the defendant commenced on 23rd January 2006 and not in 1998. 16. Meanwhile, that it is pertinent to draw the distinction between merger and acquisition as it can be deduced that that is where the claimant’s confusion emanates from. That the claimant in her pleading averred that the defendant acquired legacy Prudent Bank Plc. That one of the key differences between merger and acquisition is that merger is the process where two or more companies agree to come together and form a new company, while acquisition is the process by which a financially strong company takes over a less company by buying more than 50% of its shares. To the defendant, applying this definition and key differences, what happened herein is a merger of five different banks to form a new entity (bank) called Skye Bank Plc. That the new bank did not acquire the liabilities of the merging banks, and that formed the decision to issue the former employees with staff placement letter. That the claimant confirmed this position in her evidence when she stated as follows in paragraphs 1 and 2 of her further witness statement on oath: (1) That four Banks came together to merge with Prudent Bank P/c to form the Defendant Bank and the said Banks were EIB International Bank Plc, Cooperative Bank Limited, Reliance Bank Plc and Bond Bank Plc. That during the merger, all the other Banks paid off their staff, however, Prudent Bank Plc rather than pay off its staff, placed them in the Defendant Bank, thus automatically continuing their employment with the Defendant. (2) It was my understanding that all my rightful entitlement would ultimately be paid after it was placed in the Defendant as my employment with Prudent Bank was never terminated. 17. That from the claimant’s pleadings and averment above, it is clear and indisputable that all the merging Banks paid off their employees before they were subsequently placed in employment with the new bank called Skye Bank Plc. That it is also understandable that the bank agreed that each of the merging banks should take care of her former staff’s entitlement and gratuity before they are placed in the defendant. That the claimant was aware of this fact and knew as a matter of fact that other merging banks had settled the entitlements of their former employees. To the defendant then, the failure of legacy Prudent Bank Plc to pay off her staff before they were placed/employed by the defendant cannot be attributed to the defendant; hence, the defendant cannot be vicariously liable for the liabilities of Prudent Bank Plc, urging the Court to find and hold that the defendant is a different entity from the legacy Prudent Bank Plc and, therefore, the claimant’s employment with the defendant is not a continuation of her employment with the legacy Prudent Bank Plc. 18. The claimant further averred that it was her understanding that all her rightful entitlements would ultimately be paid after she was placed in the defendant. That the claimant failed to furnish the Court where such understanding emanated from. That the claimant failed to demand from the legacy Prudent Bank, her entitlements and all through her employment with the defendant, she failed to seek clarification whether placing her in the defendant automatically means a continuation of her employment. That against the backdrop of page 2 of Exhibit D5, Gratuity & Retirement Benefits Policy, the claimant did not make inquiries because she was aware that her employment with the defendant commenced in 2006. That ignorance of the law is never an excuse; and the maxim, equity helps the vigilance and not the indolent, has caught up with the claimant. 19. Additionally, that having found that the claimant only commenced employment with the defendant from 2006, and not 1998 as alleged, the claim of the claimant for the payment of N46,280,430.00 (Forty-Six Million, Two Hundred and Eight Thousand, Four Hundred and Thirty Naira) will fail as same is erroneous and unsupported by evidence, refer to paragraphs 20 - 22 of the defendant’s deposition, Exhibits “DA & B” where exhaustive explanation on the calculation of the claimant’s gratuity was made. That this piece of evidence has remained unchallenged; as such the claimant is only entitled to the sum of N3,200,793.98 (Three Million, Two Thousand, Seven Hundred and Ninety-Three Naira, Ninety-Eight Kobo) as gratuity benefit. 20. The defendant continued that the claimant failed to prove before the Court the years of service she put in the defendant, she also failed to give evidence of her basic salary, transport allowance, housing allowance, since these make up the sums she arrived at as gratuity benefits. It is thus the defendant’s submission that the claimant has not shown how she came about the N46,280,430.00 claim as gratuity; and “a court is not allowed to speculate upon issues not pleaded before it, citing Oyinloye v. Seinkin [1999] 10 NWLR (Pt. 624) 540, Lijoka Olaniyi Dennis & 1677 ors v. First Franchise Service Ltd & Heritage Bank Ltd, unreported Suit No. NICN.LAf526/2013, delivered on 6th February 2019, 7UP Bottling Co. Plc v. Augustus [2012] LPELR-20873(CA), and paragraph 19 of the statement of claim and paragraph 20 of the witness statement on oath. That to prove an entitlement, the employee must refer the Court to the exact provisions of the law, instrument or document that conferred the entitlement, citing Otunba Gabriel Oladipo Abijo v. Promasidor (Nig) Ltd unreported Suit No. NICN/LA/602/2014. That these authorities show that the claimant in the instant case must prove two things, if she must succeed: one, that she has an entitlement to the sums she claims; and two, how she came about the quantum of the sums of money she claims. 21. The defendant went on that the claimant is also asking the Court to declare that by virtue of the customary practice of the defendant, the claimant is entitled to the waiver of the balance of her outstanding mortgage and personal loan in view of her exemplary performance as the Business Development Manager while employed by the defendant. The defendant referred to paragraph 22 of her statement of facts and paragraph 23 of the witness statement on oath where the claimant stated as follows: “It is the customary practice of the Defendant to write off outstanding mortgage and personal loan in view of a staff’s exemplary performance”. That in the statement of facts, the claimant pleaded and stated that she shall rely on previous cases. That it is trite that he who asserts must prove, citing section 131(1) and (2) of the Evidence Act 2011. However, that at the trial where the claimant was expected to provide the evidence of the previous cases where the defendant wrote off outstanding mortgages and personal loans, the claimant failed to provide the Court with the evidence. That the claimant was not specific about the details and the Court is not bound to act on pleadings that lack testimonies/evidence to substantiate it. In the meantime, that the defendant through its witness had denied such a practice and insisted that it is not the practice of the bank to waive outstanding mortgage loans for ex-staff, urging the Court to uphold the position of the defendant and hold that the claimant has failed to prove her case on the preponderance of evidence as required by law. 22. For issue (2), the defendant submitted that the claimant has been fully paid her gratuity and terminal benefits with 6 months in lieu of salary. That she is no longer entitled to any other payment from the defendant, urging the Court to so hold. That it is important to put the records straight to enable the Court arrive at justice. That the loans, both Mortgage and Personal, advanced to the claimant were granted to her on the basis and privilege of being an employee of the defendant, there was no collateral, referring to paragraphs 4 and 12 of the statement of claim where the claimant confirmed that during her employment with the defendant, she took a mortgage loan of N11,500,000.00 (Eleven Million, Five Hundred Thousand Naira). That the fact that the claimant was given a mortgage loan and a personal loan from the defendant is not in dispute; and facts admitted need no further proof, citing section 123 of Evidence Act 2011. That another important fact which the Court must take cognizance of is the fact that the mortgage and personal loans were granted based on the fact that the claimant had attained a certain level in the defendant, referring to the Staff Handbook at page 45 under mortgage loan which states thus: “Only confirmed employees of Manager (MGR) and above grade levels with uninterrupted employment tenure of 3 years with the Bank shall be eligible for mortgage loan”. That this provision stipulates that only Managers and above grade levels are eligible for the mortgage loan. 23. That the claimant in her pleadings and testimony before the Court claimed she was not given a copy of the Staff Handbook and in fact has asked the Court to make an order that the bank should give her a copy of the Staff Handbook. That this is an irony. That the fact remains that if the claimant was not given any Staff Handbook, how then did she know that she was eligible as a Manager to a mortgage loan and then made application. That the Court will see in between the lines that the claimant is not a witness of truth. That there was no way the claimant would have known that she is eligible or qualified to access a mortgage loan from the defendant without having accessed the Staff Handbook. That the defendant averred in its evidence before the Court that the claimant was given a copy of the Staff Handbook as is the tradition of the defendant. And in addition to that, the claimant had unrestricted access to skyeplus which is the defendant’s website where any staff can access any information concerning the defendant. That the fact was pleaded and evidence was given in respect of that fact during the trial. Interestingly, that the claimant did not deny it or challenge the fact that she had access to the Skyeplus where every information about the Bank can be accessed. That it is trite that unchallenged or uncontroverted evidence is deemed admitted as the true state of affairs between the parties, urging the Court to so hold that the claimant was given the Staff Handbook and also had unrestricted access to the Staff Handbook, as well as citing Olaiya v. IGP & ors [2015] LPELR-40920(CA) and Kayili v. Yilbuk & ors [2015] LPELR-24323(SC). 24. The defendant went on that the same Staff Handbook which stipulated the terms and conditions for the grant of the loans also stated the conditions/mode for repayment. That at page 92 under Exit Management, the Staff Handbook states as follows: (i) All entitlements due to the staff shall become payable by the Bank on cessation of employment. (ii) Similarly, all indebtedness to the Bank shall become payable on cessation and all Bank property in the staff’s possession must be returned immediately. That the wordings of this provision are simple and clear, referring to Knight Frank & Rutley (Nig) v. AG, Kano State [1998] 7 NWLR (Pt. 556) 1. That the claimant who had denied complete knowledge of the Staff Handbook was aware through the same Staff Handbook that once you attain the level of a Manager, you can access a mortgage loan in the defendant. And upon her attaining that position in the defendant, she exercised her right and was granted both personal and mortgage loans. That the same Staff Handbook has stipulated that upon cessation of the employment, all the entitlements of the employee become due and payable. That how did the claimant know these facts if not from the Staff Handbook? 25. Most importantly, that the preceding line to the entitlement places an obligation on any employee that is indebted to the Bank. That from the clear provision of the Staff Handbook any employee inclusive of the claimant becomes due and payable on cessation of employment. That there is no dispute as to the fact that the claimant’s employment with the defendant has been terminated thereby satisfying the condition of cessation of employment, refrying to Exhibit C5. Thus, that upon the cessation of employment, all the claimant’s indebtedness to the defendant become due and payable to the Bank, referring the Court to paragraph 5(v) of the statement of defence where the defendant did state that the deduction of the mortgage loan from the claimant’s terminal benefit was done in keeping faith with the policy of the defendant which requires all indebtedness of any of its ex-staff to be deducted and/or netted off against any entitlement. That that averment and evidence in Court was unchallenged and uncontroverted by the claimant. 26. That having shown by clear evidence that the claimant was granted a mortgage loan, the application letter before the Court is Exhibit D9(c), and having also shown that the said mortgage loan was secured by the same property which the claimant acquired with the loan, there is evidence also before the Court that the claimant was paying back the loan until the cessation of employment. Referring to paragraphs 12, 13 and 14 of the statement of claim (sic) and paragraphs 13, 14 and 15 of the witness statement on oath of the claimant, the defendant submitted that the fact of the loan to the claimant is not in dispute. That it is trite law that facts admitted needs no further proof; and the claimant, having admitted that she took mortgage loan and personal loan respectively from the defendant, the Court should hold same as the true position of the state of evidence. 27. That the fact that the claimant has not fully repaid the loans when the employment was terminated was not in doubt. That by Exhibit D4(b), the defendant’s letter of 8th November 2013, the defendant stated categorically that the claimant’s total outstanding as at exit was N12,579,101.44. That the claimant had the opportunity to challenge this document and its contents but failed to controvert the assertion. It is our respectfully submission that the facts had been proved. That the outstanding balance of the loan of the defendant has been specifically pleaded and evidence given to prove same, urging the Court to so hold. 28. The defendant continued that the assertion and denial of the claimant that she did not execute any document authorizing the defendant to defray her mortgage loan from her entitlement is an afterthought. That as a Senior Manager in the defendant and having accessed a loan facility, the claimant is fully aware of the policy of the Bank which is enshrined in the Staff Handbook, that any indebtedness to the Bank must be deducted from the staff entitlement before the balance is released to the ex-staff. The defendant then referred to Exhibits D3(c) (Authority Letter to Debit A/C 1020000970) and D3(d) (Liquidation Letter A/C 1020000970), which read respectively as follows: Kindly take this as an authority to debit my salary current account for the repayment of N2,778,000 (Two Million, Seven Hundred and Seventy Eight Thousand Naira Only) by Skye Bank P/c. Kindly take this as an authority to liquidate my existing loan. 29. That the claimant endorsed specifically that any outstanding balance on her personal loan should be debited from her salary and any outstanding from her loan should be liquidated. That the deduction of the claimant’s outstanding personal and mortgage loans from her entitlement was in consonance with both her instructions, agreement and the Bank policy as contained in the Staff Handbook. That having authorized the defendant to liquidate her loan, parties are said to be bound by their terms of their contract, relying on Golden Construction Co. Ltd v. Statecon Nig Ltd [2014] 8 NWLR (Pt. 1408) 176. Finally, the defendant urged the Court to hold that the defendant acted within the terms and conditions of both their agreement and the Staff Handbook to deduct the claimant indebtedness from her entitlement. 30. The claimant had made a case that she was not given the Skye Bank Employee Handbook and, therefore, asked the Court to order the defendant to produce/deliver to the claimant a copy of the Skye Bank Employee Handbook. It is the defendant’s submission that this is the height of hypocrisy. However, that the defendant has pleaded the Employee Handbook, same has been served on the claimant through her counsel and same had been admitted in evidence as Exhibit D2. The defendant then reiterated its position in its evidence that the claimant was given a copy of the Employee Handbook and also states that the Employee Handbook had always been and is available to all the Employees and can be accessed on Skyeplus. That the defendant pleaded and gave evidence that the claimant had unfettered access to the Employee Handbook while in the employment of the defendant. That this piece of evidence was not challenged nor controverted, urging the Court to admit it and declare that the claimant had an unfettered access to the Staff Handbook whilst in the employment of the defendant. In conclusion, the defendant urged the Court to dismiss the claims of the claimant. THE SUBMISSIONS OF THE CLAIMANT 31. The claimant submitted three issues for determination, namely: (1) Whether or not the claimant’s employment in the defendant was at all material times a continuous one having first been employed by Prudent Bank Plc in May 1998, which employment was not terminated before being ‘placed’ in the defendant in 2006 after the merger acquisition between Prudent Bank Plc and the defendant and without being given a fresh letter of employment. (2) Whether or not the arbitrary deduction of the sum of N4,200,000 (Four Million, Two Hundred Thousand Naira only) and N1,995,965.08 (One Million, Nine Hundred and Ninety-Five Thousand, Nine Hundred and Sixty-Five Naira, Eight Kobo) as balance of the claimant’s mortgage loan and personal loan by the defendant from her gratuity despite the unexpired loan term and the payment plan agreed to by the parties is wrongful, unlawful and illegal. (3) Whether from the pleadings and the evidence led in this suit has the claimant made out a case to be entitled to the reliefs sought. 32. For issue (1), the claimant submitted that the position of the law is very clear that the legal basis of employment remains the contract of employment between the employer and the employee, referring to Iyere v. BFFM Ltd [2008] 18 NWLR (Pt. 1119) 300 at 326. That it is the claimant’s case that the Court in determining the issues before it, ought to carefully carry out a study of the contract documents exchanged by parties at the point of employment, as these documents remain the bedrock of all future dealings between the parties. That a study of the documents tendered by the claimant will reveal that for the duration of the claimant’s banking career in Prudent Merchant Bank Plc, Prudent Bank Plc and Skye Bank Plc, the documents that were exchanged by the parties at the point of entry include a letter dated 15th May 1998 (Exhibit C1), which evidences the fact that the claimant was first employed by Prudent Merchant Bank Plc where she worked before the bank became Prudent Bank Plc. The claimant also tendered Exhibit C2, which is her letter of employment from Prudent Bank Plc dated 10th April 2000, and Exhibit C3, which is the letter of Staff Placement given to her by the defendant on 20th January 2006. 33. That whilst still in employment with Prudent Bank Plc in 2006, the defendant acquired Prudent Bank Plc in a merger acquisition and thus transferred her employment at the time from Prudent Bank Plc to the defendant hence the letter of placement given to her by the defendant (Exhibit C3). That the Black’s Law Dictionary defines a merger to be: “The act or instance of combining or uniting”, while the Investment and Securities Act of 2007 defines a merger to be: “Any amalgamation of the undertakings or any part of the undertakings or interest of two or more companies or the undertakings or part of undertakings of one or more companies”. In the same vein, that the Black’s Law Dictionary defines an Acquisition to be: “The gaining of possession or control over something”. That from these definitions of a merger and upon the application of the definitions in this instance, it will be safe to state that the defendant (Skye Bank Plc) united and or gained control over the assets and liabilities of Prudent Bank Plc which includes the claimant’s contract of employment. 34. The claimant referred to the cross-examination of the defendant’s witness wherein he admitted that: The banks were amalgamated and not acquired. Amalgamation is the coming together of one or two companies to house the liabilities and assets of the companies. The claimant then submitted that from the above, if amalgamation is the coming together of one or two companies to house the liabilities and assets of the companies as admitted by the defendant under cross-examination, then it only means that Skye Bank Plc by amalgamating with Prudent Bank Plc is housing its assets and liabilities, referring to Union Bank Plc v. Alhaji Adams Ajabule & anor [2011] 12 SCNJ (Pt. I) 331 at 343, where the Supreme Court held that “evidence of opposing party, which is in line with other party’s case, the latter party can rely on same to strengthen its case”. Furthermore, that having gained control over the assets and liabilities of Prudent Bank Plc, it is only lawful that the said contract of employment of the claimant will be inherited by the defendant, having not terminated her employment nor given her a fresh letter of employment. 35. It is the claimant’s position that contrary to the defendant’s assertion in paragraph 5 of its statement on oath, the defendant did not issue her a fresh letter of employment but only issued her with a letter of placement at the point of absorbing her into their employment. That a pertinent question for consideration at this juncture is: how tenable is the defendant’s position that the said letter of placement issued to the claimant is the same as a fresh letter of employment when her contract with Prudent Bank Plc was never terminated? The claimant referred to Exhibit C2 (letter of employment by Prudent Bank Plc), which states that the period of notice required by the claimant to give to her then employer, Prudent Bank Plc, is one month written notice of intention to resign her employment from the bank. Likewise, the employer (Prudent Bank Plc) will also be required to a maximum of one-month notice of any termination of employment or will pay salary in lieu. That it is obvious from the chain of events that the claimant’s employment remained unbroken from 1998-2013 when the defendant terminated her employment, referring to Exhibit C5. 36. The claimant went on that the Court may note that prior to and subsequent after the merger acquisition by the two banks, the management of the two banks remained the same and there was no difference at all in the management of the banks. The claimant then referred to Exhibits C2 and C3, which are the letter of offer of employment by Prudent Bank Plc and letter of staff placement by Skye Bank Plc. That an in-depth scrutiny of the signatories of the two letters will reveal that the two letters were signed by the same person, one Akinsola Akinfemiwa (Managing Director/CEO). That the law is very trite that before an employee can start a new employment, the old employment relationship with a previous employer must be terminated and all entitlements which accrue to such an employee must be paid before such an employee can start a new employment relationship, referring to Onuorah v. Access Bank Plc [2015] 55 NLLR (Pt 186) 17 where the Court held that: “common sense and good industrial relations dictate that if the employer voluntarily chose the path of terminating an employee’s appointment, and then issuing such an employee with a fresh appointment, then to close the old employment relationship and start the new one, the employee should appropriately be compensated by being given his or her entitlements as per the old relationship, which the employer unilaterally and its wisdom decided to bring to an end”. On this premise, the claimant submitted that her employment in this regard was a ‘continuous one’ and remained unbroken at all material times as her contract of employment was never broken at any point. As such she is entitled to have her gratuity calculated from the time she became employed by Prudent Bank Plc, citing Imo Independent Electoral Commission & ors v. Ehirim [2015] 61 NLLR (Pt. 214) 327, where the Court held that courts are bound by the materials before them and they are not allowed to go beyond or outside what has been placed before them; and Agbakoba v. INEC [2008] 18 NWLR (Pt 1119) 489 at 548 on burden of proof. That the burden of proof has now shifted to the defendant to show to the Court that it did not acquire the liabilities of Prudent Bank Plc, and to further show that the claimant’s employment was broken and or terminated by Prudent Bank Plc before she was given a ‘Letter of Placement’ by the defendant. That the defendant failed to discharge this particular burden when it failed to place any materials before the Court to controvert this position of the claimant. That there is no document before the Court emanating from the defendant which relates to the said amalgamation to prove to the Court that the defendant did not take over the liabilities of Prudent Bank Plc. 37. In addition, the claimant submitted that the defendant never handed over any copy of their Staff Handbook to her in due course and or throughout the period she worked with the defendant and that she was not given any access to the said Skyeplus as claimed by the defendant. That paragraph 5 of the defendant’s statement of defence, which states that ‘The Defendant’s Handbook has always been and is still available to all employees and can be accessed on Skyeplus which the Claimant had full and unfettered access to while in the employment of the Defendant’, clearly contradicts the assurance given to the claimant at the point of entry that the Staff Handbook would be handed over to her in due course. Moreover, that the defendant by coming to state that the claimant could have accessed in on Skyeplus has inadvertently admitted to the fact that the defendant never ‘handed over’ a copy of its Staff Handbook to the claimant at the point of absorbing the claimant into their employment. 38. The claimant asked the Court to take a close look at the first page of Exhibit D5 (Gratuity & Retirement Benefits Policy) where it is written 2011, and also another close look at page 1, line 4 of the same exhibit under the subtitle ‘Objective’, which states therein that: “The policy shall take effect from May 23, 2011. However for the purposes of the calculation of gratuity benefit, administrative date of June 1, 2011 will apply”. The claimant then asked: if the above named Gratuity & Retirement Policy of the defendant is to take effect in 2011, where exactly is the Handbook/Gratuity Policy claimed to be in existence as at 2006 and why was it not produced by the defendant? That it is quite evident that Exhibit D2 (Staff Handbook) was not in existence as at the time the claimant was employed by the defendant and the defendant only just prepared Exhibit D2 after the filing of this suit. 39. The claimant proceeded that from a close look at the documents/materials the claimant placed before the Court in proof of its claim for gratuity in line with the continuity of employment from Prudent Bank Plc to Skye Bank Plc which are essentially Exhibits C1 - C8, it will be revealed that the said documents are more than adequate in proving the claimant’s right to her gratuity being calculated from 1998 when she began working with Prudent Bank Plc to 2013 when her employment was terminated. That the actions of the defendant in refusing to pay her full gratuity for all the years she has worked constitutes unfair labour practice and is contrary to international best practices, referring to paragraph 5 of Exhibit D4(c) (defendant’s letter dated 8th November 2013), Duru v. Skye Bank Plc (Pt. 207) 680 at 693 (incomplete citation). The claimant then urged the Court to exercise its jurisdiction to pronounce on this in determining whether or not the actions of the defendant herein in refusing to pay the claimant her gratuity for the number of years she worked, same being from 1998 when she was employed by Prudent Bank Plc to 2013 when her employment was terminated by the defendant, is tantamount to unfair labour practice and against international best practices. 40. On issue (2), as to the arbitrary deduction of N4,200,000 and N1,995,96.08 as balance of the claimant’s mortgage loan and personal loan by the defendant from her gratuity despite the unexpired loan term and the payment plan agreed to by the parties being wrongful, unlawful and illegal, the claimant submitted that the law is trite that where a case is fought on pleadings and supported by documentary evidence, oral evidence should not be allowed to contradict the clear terms of the documents since the task before the Court is to interpret or construct the terms of the documents, citing Dr Charles Ezenwa v. Katsina State Health Services Management Board [2011] 9 NWLR (Pt. 1251) 89 at 118. The claimant then submitted that she has proved the fact that she applied for a personal and mortgage loan from the defendant, referring to her pleadings, oral evidence in support of the pleadings and supporting documents in proof of same thereof. It is the position of the claimant that the mortgage loan she took from the defendant in the sum of N11,500,000 was agreed by the parties to run for 10 years at an interest rate of 5% per annum; and that at the time the defendant terminated her employment, she had repaid the sum of N7,100,000 (Seven Million, One Hundred Thousand Naira only) back to the defendant leaving a balance of N4,200,000 (Four Million, Two Hundred Thousand Naira). That in her pleadings, (specifically paragraph 12 of her statement of facts), she put the defendant on notice to produce the said mortgage agreement, which they produced and is marked as Exhibits D9 - D9(d). That a deep scrutiny of the said mortgage loan agreement particularly Exhibit D9 (internal memo from the defendant dated 30th May 2007) shall reveal that the terms upon which the said loan was granted to the claimant included it being repayable over a period of 10 years and at an interest rate of 5 percent. 41. The claimant referred to the cross-examination of the defendant’s witness where he was made to read out the third bullet point under Mortgage loan at page 45 of the defendant’s employee Staff Handbook (Exhibit D2) and the first paragraph under Mortgage at page 9 of Exhibit D5 and thus admitted that: “for active staff, the maximum repayment period for a Mortgage loan is 15 years”; and then submitted that despite the fact that the claimant had repaid N7,100,000 out of her Mortgage loan, the defendant without any regard for the terms agreed to in the Mortgage loan agreement documents, still went ahead and broke the terms of agreement by deducting the balance in the sum of N4,200,000 (Four Million, Two Hundred Thousand Naira Only) totally disregarding the terms agreed to by the parties and the fact that the claimant still had unexpired loan term. By this, that the defendant breached the terms of this Mortgage loan agreement when it arbitrarily deducted the balance of the said loan from her gratuity without her consent despite the unexpired loan term. The claimant referred to Milan Industries Limited v. Sharma [2016] 65 NLLR (Pt. 231) 375 at 382 on sanctity of contracts. 42. That the defendant in its statement on oath (paragraphs 12 - 15) attempted to mislead this Court when it stated that the deduction made from the claimant’s terminal benefit was done with authority and in consonance with the terms and conditions of the facility and the claimant’s employment. To the claimant, the only authority the claimant gave the defendant was for the deduction of the balance of her the personal loan in the event that she failed to meet up with the repayment period, referring to Exhibit D3(b), which is a copy of the Employees Revolving Overdraft/Term Loan Application. That Exhibit D3 is a Term Loan Application for the personal loan the claimant took from the defendant and which is completely different from the Mortgage loan agreement. That it is the position of the claimant that that is the only area in which she gave any such authorization of a deduction of the loan from her salary account (in the event that she failed to meet up with the time line agreed for repayment). That one of the major terms agreed to by the parties under which the Term Loan facility entered into on 29th April 2013 in the sum of N2,200,000 (Two Million, Two Hundred Thousand Naira only) was that Term Loan Facility Agreement would be for a repayment tenure of two (2) years, meaning same was to expire in August 2015. However, that rather than comply with the agreement as regard the timeframe within which the claimant was to repay the balance of the said personal loan, the defendant terminated the claimant’s employment on 17th July 2013 and immediately deducted the balance of the said loan in the sum of N1,995,96.08 from the claimant’s account barely two and a half months after the Term Loan (Personal Loan) agreement was entered. 43. To the claimant, Exhibits D3(b) and D3(c) are the documents relating to the personal loan obtained by the claimant from the defendant and has nothing to do with the Mortgage Loan in the sum of N11,500,000 (Eleven Million, Five Hundred Thousand Naira only). The claimant then urged the Court to carefully dissect the evidence (particularly Exhibits D9 - D9c) laid before it and find that the defendant has indeed breached all the terms entered into and agreed to by both parties as regards the Mortgage and the Personal loan thus entitling the claimant to a refund of the balance of the two loans and also to damage for the emotional, financial and mental trauma the defendant threw the claimant into, referring to Mrs Elizabeth Anike v. Shell Petroleum Development Co Nig Ltd [2011] NWLR (Pt. 1246) 227 at 245 as to sentiments having no place in judicial adjudication; and Alhaji Jimoh Ajagbe v. Layiwola Idowu [2011] 17 NWLR (Pt. 1276) 422 at 448 as to need for careful evaluation of evidence by the Court. The claimant then submitted that the Court should desist from giving any consideration to the unsubstantiated arguments canvassed by the defendant and uphold the case of the claimant. 44. Issue (3) relates to whether the claimant made out a case to be entitled to the reliefs sought. To the claimant, the law is trite that it is the primary function of the trial court to hear evidence, evaluate the evidence, or disbelieve the witness who testified and decide the merits of the case based on the findings. That the claimant in proof of its case relied on Exhibits C1 - C8. Exhibit C1 is the letter of confirmation given to the claimant by Prudent Merchant Bank on 15th May 1998. Exhibit C2 is the letter of employment given to the claimant by Prudent Merchant Bank Plc dated 10th April 2000. Exhibit C3 is the letter of Staff Placement given to the claimant by the defendant herein after its merger/amalgamation with Prudent Bank Plc in 2006. That under cross-examination, the defendant’s witness admitted that Skye Bank and Prudent Bank amalgamated to house the liabilities and assets of the two companies. That facts admitted need no further proof, citing section 123 of the Evidence Act 2011. To the claimant, Exhibits C1, C2 and C3 are crucial in proving the fact that the claimant worked/was employed continuously by the defendant from 1998 - 17th July 2013 (a total of 15 years) when her employment was terminated by the defendant. That it he position that she has discharged the onus on her to show that her employment was not broken at any point in time as she was never issued any letter of termination of her contract of employment by Prudent Bank Plc. Also that she discharged the onus on the fact that she worked for a total of 15 years for the defendant i.e. from 1998 - 2013. That she further showed that the erstwhile Prudent Bank Plc was taken over by the same management as the defendant, thus making it one and the same corporate body. In proof of this, she referred to Exhibits C2 and C3, which are the letter of offer of employment by Prudent Bank Plc and the letter of staff placement by Skye Bank Plc, wherein the Court will discover that the two letters were signed by the same person, one Akinsola Akinfemiwa (Managing Director/CEO). 45. The claimant further referred to the oral evidence given by the defendant’s witness wherein he admitted under oath that: “yes, amalgamation is the coming together of one or two companies to house the liabilities and assets of the companies”; and submitted that the operative word in the above statement/admission by the defendant’s witness is the use of the word “house the liabilities and assets”. That this inadvertently revealed that the merger/amalgamation between Prudent Bank Plc and the defendant followed the same principle which was to house each other’s liabilities and assets thus cementing the claimant’s position that the defendant, having taken over from Prudent Bank Plc and making it one establishment, ought to have calculated her gratuity from 1998 when she started working at Prudent Merchant Bank Plc till 2013 when her employment was terminated by the defendant. Additionally, that the defendant failed to produce any document before this Court to contradict/show that the said liabilities and assets of Prudent Bank Plc were not transferred to the defendant after the amalgamation. 46. On Exhibit C6, the Additional Net Financial Position as at 18th of September 2013, it is the claimant’s position that Exhibit C6 was prepared by the defendant on the 18th September 2013 and same was forwarded to her via an email of Friday the 20th of September 2013 (Exhibit C8). That as can be gleaned from the contents of the said Exhibits C6 and C8, the said Exhibit C6 was used by the defendant to calculate the gratuity of the claimant. As to the evidential value of Exhibits C6 and C8 (email of 20th September 2013 and the Additional Financial Net Position of l8 of September 2013), that DW when asked if these exhibits emanated from their office responded in the affirmative thus: “Yes, Exhibit C6 and C8 emanates from us”. That the law is trite that facts admitted need no further proof. That the defendant through its witness has admitted that Exhibits C6 and C8 are documents that emanated from it, referring to section 123 of the Evidence Act. That Exhibit C6 was forwarded to the claimant alongside Exhibit C8. That the veracity of the contents of the document can be ascertained from comparing the employment details contained on the face of the document and the fact that the figure quoted as being the gratuity benefit payment, which is N3,200,793.98, is the same figure quoted in Exhibit C8 which is the email of 20the September 2013. Furthermore, that Exhibit C6 has not been controverted by the defendant as not emanating from them. The claimant then urged the Court to take notice of the trite principle of law which is that facts or evidence not challenged is deemed as admitted and can be ascribed very weighty probative value. 47. The claimant went on that the defendant failed to show to this Court how it initially arrived at the purported sum of N3,200,793.98 as gratuity owed to the claimant after the claimant spent a total of 15 years in the employment of the defendant. That the sum of N3,200,793.83 calculated as the claimant’s gratuity is contrary to what is contained in Exhibit C6, which was prepared by the defendant on the 18th September 2013. That this is because a closer study of the Additional Net Financial Position shall reveal that contrary to the position of the defendant in Exhibit C8, Exhibit C6 states that the total due to the claimant is N21,779,025.89 while there is additional credit of N3,294,695.75 accruing to her. That assuming but not conceding that we are to go by the calculation as contained on the defendant’s Additional Net Financial Position, then it would only stand to reason that the amount headed under “credit” same being N3,294,695.75 in addition to the amount quoted by the defendant as total due to the claimant, which is the sum of N21,779,025.89, is the rightful amount being owed to her from 2006 till 2013 when she was placed in the defendant. It is thus the claimant’s submission that the defendant deliberately, willfully and or negligently failed to take into cognizance the years that she worked prior, same being from 1998 - 2005. 48. It is thus the claimant’s case that she is entitled to have her gratuity calculated for the 15 years she has been in service of the defendant i.e. from 1998 when she started working for the defendant to 2013 when her employment with the defendant was terminated. It is also the case of the claimant that she is entitled to the sum of N46,280,430 (Forty Six Million, Two Hundred and Eighty Thousand, Four Hundred and Thirty Naira) taking into consideration the fact of N21,779,025.89 paid for the period of 2006-2013 instead of the entire period the claimant worked with the defendant being from 1998 - 2013. accordingly, that the calculation is based on the fact that the gross in the Additional Net Financial Position comes to N2,722,378.23 per annum. 49. On Exhibits D3 - D3(d), the Employee Revolving Overdraft/Term Loan Application Form, and Exhibits D9, D9(a) - D9(c), the claimant submitted that Exhibits D3 - D3(d) produced by the defendant are evidence of the fact that the claimant did take a personal loan from the defendant before her employment was terminated. That Exhibit D3(b) itself is also evidence of the fact that parties under the said Personal/term loan application (referring to page 3 of the application) intended for the loan facility to run for 24 months. That further to this, the claimant in her pleadings gave the defendant notice to produce Exhibits D9 - D9(c) (referring to paragraph 12 of the claimant’s statement of facts) thus leading the defendant to produce same. That a cursory study of the said Mortgage Loan Agreement particularly Exhibit D9 will reveal that the terms agreed by the parties as a prerequisite to the approval of the Mortgage Loan by the defendant is that: a) the rate is 5%; and b) it is repayable over a period of 10 years. The claimant then referred the Court to the cross-examination of DW where he admitted that: “the repayment period for active staff Mortgage Loan is ‘15’ years”. To the claimant, the documents before this Court and the admission of DW under oath is evidence enough of the fact that the main term upon which the offer and acceptance of the Mortgage Loan is based is that she has 10 years maximum repayment period for the Mortgage loan, referring to Saka v. Ijuh [2010] 4 NWLR (Pt. 1184) 405 at 431as to the terms of the contract being determined by the parties and not the Court. The claimant continued that the terms of the Mortgage Loan Agreement were quite clear to the parties at the time; however, the defendant chose to willfully breach a most crucial part of it by breaking the terms agreed to and going ahead to deduct the balance of the Mortgage loan from the claimant’s entitlement. The claimant, therefore, urged the Court to hold that the deduction of the balance of the Personal and Mortgage loan balance from the claimant’s entitlement is a breach of the Agreement. 50. On the issue of whether or not the title documents are in custody of the defendant, that contrary to the misplaced argument canvassed by the defendant, it is the claimant’s case that the Court will find copies of the said title documents amongst the additional documents to be relied upon by the defendant. That a question for consideration at this point is: if the claimant didn’t give the defendant the original copies of her title documents, how then were they able to produce copies of same as part of their documents to be relied upon? The claimant then referred to Exhibit D9(d), which is an internal memo of March 30, 2007 emanating from the defendant, especially its paragraphs 5 and 6, and urged the Court to take cognizance of the fact that the documents listed therein by the defendant were the documents the claimant was expected to submit upon payment of the agreed purchase form. That this was meant to serve as a collateral for the loan being collected by the claimant. The claimant urged the Court to find that Exhibit D9(d) is more than enough proof to show that all the title documents relating to the property in question were submitted by the claimant to the defendant and thus are in the custody of defendant. The claimant referred to the cross-examination of DW wherein he admitted under oath that: “I am not sure, if they (title documents) are not in possession of the claimant, then that means it should be with the bank”; urging the Court to hold that the title documents in possession of the defendant should immediately be returned to the claimant. In conclusion, the claimant urged the Court to grant all the reliefs she seeks and grant judgment in her favor. THE DEFENDANT’S REPLY ON POINT OF LAW 51. To the defendant, the claimant in its address has emotionally attempted to hinge its reliefs on the amalgamation of the component companies for her derivative right. That this remains a conjecture and not law. That the law is that at amalgamation, which is the free arrangement between one or two solvent entities, the entities determine the terms of that unity and which same was done in this case. That the claimant is not entitled in law to mislead the Court or raise issues inconsistent with its pleadings, citing Co-operative and Commerce Bank (Nigeria) Plc v. Okpala & anor [1997] LPELR-6278(CA) and Abubakar, ors v. Yar’adua & ors [2008] LPELR-51(SC). That embedded in this is that the ipse dixit and the admission in his evidence in paragraph 2 of the claimant’s reply to statement of defence, that all component companies coming to unite in the defendant had paid off whatever staff liability it had, it is therefore clear that whatever rights the claimant had against Prudent Bank occurred before 20th January 2006. That a liability thereafter accruing to the claimant from Prudent Bank having not been ventilated more than six years after the cause of action arose is caught by section 8 of the Limitation Law of Lagos State. Therefore, this action is statute-barred, referring to Mbu v. Stanbic IBTC Bank Plc [2016] 12 NWLR (Pt. 1527) 407, Sifax (Nig.) Ltd v. Migfo (Nig.) Ltd [2016] 7 NWLR (Pt. 1510) 49 and INEC v. Ogbadibo Local Govt [2016] 3 NWLR (Pt. 1498) 193 - 194. 52. The defendant went on that the claimant erroneously argued that the burden of proof regarding merger shifts to the defendant. That this is not correct. To the defendant, the claimant having not placed any document before the Court as to the said merger, the proof of the merger has not been made and the onus remains with the claimant, citing sections 131(1) and 132 of the Evidence Act 2011. That it is the plea of the claimant that there was a merger; the duty is on him to prove that there was a merger. That assuming without conceding there is any iota of the need to require the defendant to prove the merger, the question is: “Where will the pendulum swing if there is no proof?” That the claimant is not entitled to judgment since there is no proof before the Court as to merger, it must be resolved against him. Finally, the defendant urged the Court to dismiss this suit with cost. COURT’S DECISION 53. After a careful consideration of the processes filed and the submissions of the parties, I start off with the defendant’s reply on points of law, which raised a new issue not raised in its main address. The defendant argued that whatever rights the claimant had against Prudent Bank occurred before 20th January 2006; as such, a liability thereafter accruing to the claimant from Prudent Bank having not been ventilated more than six years after the cause of action arose is caught by section 8 of the Limitation Law of Lagos State. Therefore, the claimant’s action is statute-barred. How is the defendant expecting the claimant to answer to this, having raised it for the very first time in the reply on points of law? A reply on points of law is meant to be just what it is, a reply on points of law. It should be limited to answering only new points arising from the opposing brief. It is not even meant for the party replying on points of law to reargue its case or bring in points it forgot to advance when it filed its final written address. It is not a form to engage in arguments at large. Alternatively put, a reply on points of law is not even meant to improve on the quality of a written address; a reply brief is not a repair kit to correct or put right an error or lacuna in the initial brief of argument. See Dr Augustine N. Mozie & ors v. Chike Mbamalu [2006] 12 SCM (Pt. I) 306; [2006] 27 NSCQR 425, Basinco Motors Limited v. Woermann Line & anor [2009] 13 NWLR (Pt. 1157) 149; [2009] 8 SCM 103, Ecobank (Nig) Ltd v. Anchorage Leisures Ltd & ors [2016] LPELR-40220(CA), UBA Plc v. Ubokolo [2009] LPELR-8923(CA), Musaconi Ltd v. Aspinall [2013] LPELR-20745(SC), Ojo v. Okitipupa Oil Palm Plc [2001] 9 NWLR (Pt. 719) 679 at 693, Ogboru v. Ibori [2005] 13 NWLR (Pt. 942) 319 and Cameroon Airlines v. Mike Otutuizu [2005] 9 NWLR (Pt. 929) 202. The effect of non compliance is that the Court will discountenance such a reply brief. See Onuaguluchi v. Ndu [2000] 11 NWLR (Pt. 590) 204, ACB Ltd v. Apugo [1995] 6 NWLR (Pt. 399) 65 and Arulogun & ors v. Aboloyinjo & anor [2018] LPELR-44076(CA). The argument as to statute-barred shall accordingly be discountenanced for purposes of this judgment. This aside, the defendant may wish to note that National Revenue Mobilization, Allocation and Fiscal Commission & 2 ors v. Ajibola Johnson & 10 ors [2019] 2 NWLR (Pt. 1656) 247 at 270 - 271 has only recently held that the limitation law does not apply to contracts of service. 54. It is the case of the defendant that this Court has no jurisdiction over the claimant’s relief (xi), which seeks the release to the claimant by the defendant of “107,520 Skye Bank shares being and representing the monetary balance of the claimant’s bonus over the years held on her behalf by the defendant’s Bank Staff Share Trust Fund and the Share certificate in respect of same”. To the defendant, this relief is clearly otiose as it relates to Bank’s shares, the subject of which is clearly beyond the jurisdiction of this Court. Gabriel Ativie v. Kabelmetal (Nig.) Ltd [2008] LPELR-591(SC); [2008] 10 NWLR (Pt. 1095) 399; [2008] 5 - 6 SC (Pt. II) 47 held that a claim is circumscribed by the reliefs claimed. Looking at this relief (xi), one can see that the claimant claims this relief as her bonus over the years, which the defendant is holding under the Bank Staff Trust Fund. This means that the claimant is claiming this relief as an employment benefit. Under section 254C(1)(k) of the 1999 Constitution, this Court has exclusive jurisdiction over the “payment or nonpayment of salaries, wages, pensions, gratuities, allowances, benefits and any other entitlement of any employee, worker…” In Dr Dave Nwabor v. Oilflow Services Limited unreported Suit No. NICN/LA/552/2015, the judgment of which was delivered on 10th July 2017 at paragraph 51, this Court held that: …employee benefits are non-salary compensation that can vary from one establishment to another; often indirect and non-cash payments within a compensation package, and provided in addition to salary to create a competitive package for the potential employee. Accordingly, an employee’s bonus qualifies as a benefit of employment. So if the claimant claims the release to her of 107,520 Skye Bank shares being the monetary balance of her bonus over the years held on her behalf by the defendant, then this is a claim for the payment of a benefit/entitlement of the claimant as an employee. Accordingly, this Court has jurisdiction over relief (xi). I so find and hold. 55. Exhibit C6 is titled, “Additional Net Financial Position as at September 18, 2013”. It is a breakdown of entitlements and indebtedness of the claimant, but it does not indicate any source or nexus with the defendant. It is, however, the claimant’s position that Exhibit C6 was prepared by the defendant on 18th September 2013 and same was forwarded to her via an email of Friday the 20th of September 2013 (Exhibit C8); and that Exhibit C6 emanated from the defendant. The defendant in its reply on points of law was silent on this issue. I take it, therefore, that the defendant agrees with the claimant that Exhibit C6 emanated from it. This being so, Exhibits C6 and C8 will be used as such in this judgment. I so hold. 56. I now turn to the merit of the claimant’s case. As the Supreme Court put it in Gabriel Ativie v. Kabelmetal (Nig.) Ltd [2008] LPELR-591(SC); [2008] 10 NWLR (Pt. 1095) 399; [2008] 5 - 6 SC (Pt. II) 47: A claim is circumscribed by the reliefs claimed. The duty of a Plaintiff therefore is to plead only such facts and materials as are necessary to sustain the reliefs and adduce evidence to prove same. He may, at the end of the day obtain all the reliefs claimed or less. He never gets more. Nor does he obtain reliefs not claimed. A court is therefore bound to grant only the reliefs claimed. It cannot grant reliefs not claimed. I start off, however, with reliefs (iv) and (vi). Relief (iv) is for a declaration that the deliberate refusal and or failure of the defendant to provide the claimant with a copy of the Staff hand book and Conditions of Service amounts to a premeditated constructive fraud against the claimant and is wrongful, unlawful, illegal, a violation of the Labour Act, an unfair labour practice and contrary to international best labour practice. And relief (vi) is for an order mandating the defendant to produce the Staff handbook and Conditions of service. How on earth can a claimant frame these as reliefs? The claimant wants the Staff Handbook to be produced so that she can do what with it? The defendant said the Staff Handbook is Exhibit D2 and is before the Court. Now what does the claimant want to do with it? What will an order of this Court that the defendant should again produce it do to the claimant? The claimant claims that the fact that she was refused a copy of the Staff Handbook is “a premeditated constructive fraud against [her]”. Where is the fraud in all of this? What is even constructive fraud? How can it be premeditated? All the claimant stated in paragraph 28 of the statement of claim (and supported by paragraph 29 of the deposition of the claimant of 9th April 2014) is that: …the refusal of the Defendant to give her its Staff handbook after she was placed in their employment was in furtherance of the defendant’s premeditated plans to avoid paying the Claimant her rightful terminal benefits and as such constitutes a constructive fraud. Other than the ipse dixit of the claimant, nothing else is before the Court in proof of reliefs (iv) and (vi). If the aim of the claimant is that she needs the Staff Handbook to prove her rightful terminal benefits in this suit, the defendant has frontloaded it as Exhibit D2. The truth of the matter is that as they are couched, reliefs (iv) and (vi) make no sense at all. They accordingly fail and so are hereby dismissed. 57. I must state that the claimant’s case is not one challenging her disengagement from the defendant. Her case is that she was short paid her terminal benefits in that the said terminal benefits ought to have been calculated on the basis of her earlier work since 1998 with banks acquired by the defendant in 2006 vide a merger of that year. She put the balance of her gratuity and other terminal benefits owed to her by the defendant as being N46,280,430.00. On being disengaged by the defendant, the defendant calculated what it thinks is the total terminal benefit of the claimant and then used it to offset the two loans the claimant took from the defendant. To the claimant, this is wrong. In fact, that by customary practice of the defendant, she is entitled to the waiver of the balance of her outstanding mortgage and personal loan in view of her exemplary performance as the Business Development Manager while employed by the defendant, hence relief (xii). The first thing in all of this that we need to sort out is whether the claimant’s employment was continuous from 1998 to 2013 when the claimant’s services were said to be no longer needed with effect from 18th July 2013 vide Exhibit C5 of 17th July 2013. 58. The claimant had started work with Prudent Merchant Bank Plc when her position with the bank was reviewed to the post of Banking Executive effective from 4th May 1998 as per Exhibit C1 dated 15th May 1998. By Exhibit C2 dated 10th April 2000, the claimant was offered employment by Prudent Bank Plc as Senior Executive Assistant with effect from 1st May 2000. She was put on 6 months probation but that confirmation will be subject to an above-average performance appraisal and receipt of three satisfactory references, which should include the claimant’s last employer. Exhibit C2 made no reference to either Exhibit C1 or Prudent Merchant Bank. The description of Exhibit C1 dated 15th May 1998 as a letter of confirmation by the claimant in paragraph 1 of the statement of claim is accordingly unfounded. Exhibit C1 in its first paragraph is very clear that the claimant’s position in the bank has been reviewed to the post of a Banking Executive. Reviewing a position cannot be confirmation. In labour relations, confirmation is used in terms of a probationary employment being made permanent i.e. confirmed. See Ihezukwu v. University of Jos [1990] 4 NWLR (Pt. 146) 598 SC, Obafemi Awolowo University v. Onabanjo [1991] 5 NWLR (Pt. 193) 549 CA, University of Jos v. Dr M. C. Ikegwuoha [2013] NSCQR Vol. 53.3 page 330 SC. 258/2005 and Taylek Drugs Company Ltd v. Peter Onankpa [2018] LPELR-45882(CA). Exhibit C1 is accordingly not a confirmation letter. The fact that Exhibit C2 is an offer of employment and it placed the claimant on probation, the offer of employment vide Exhibit C2 is different from that under Exhibit C1. This means that as between the employments evidenced by Exhibits C1 and C2, they are different and unrelated. The talk of a continuous employment by the claimant from 1998 to 2000 does not accordingly arise. The employment by Prudent Bank Plc was different from that by Prudent Merchant Bank Plc. The claimant placed nothing before the Court indicating how Prudent Merchant Bank Plc became Prudent Bank Plc in 1999 as she pleaded in paragraph 1 of the statement of claim. It is my holding that Exhibits C1 and C2 do not show any continuous employment of the claimant from 1998 to 2000 as the claimant would want this Court to believe. 59. Exhibit C3 titled, “Staff Placement”, placed the claimant in Skye Bank Plc with effect from 23rd January 2006 as an Assistant Manager and the Customer Service Manager in the Skye Bank Plc’s NAHCO Branch, Ikeja, Lagos. In paragraph 3 of her statement of claim, the claimant averred that the defendant acquired Prudent Bank Plc in a merger acquisition in 2006, relying on Exhibit C2; and that after the merger, she was given a letter informing her that she has been placed in the defendant as a staff, relying on Exhibit C3. And in paragraph 6 of the statement of claim, she pleaded that her employment with the defendant was a continuous one as she was not given a new letter of employment by the defendant. The New Oxford American Dictionary defines placement as including “the action of finding a…job…” Now, there is nothing in Exhibit C3 indicating that the claimant was placed in Skye Bank Plc from Prudent Bank Plc. There is no evidence, other the claimant merely saying so, of the merger acquisition of 2006. The proof of the merger acquisition that the claimant put forward is that the Court should note that Akinsola Akinfemiwa who signed Exhibit C2 is the same person who signed Exhibit C3, and that he signed in both cases as Managing Director/CEO. Exhibit C2 is a 2000 document, while Exhibit C3 is a 2006 document. Anything could have happened between 2000 and 2006 to warrant Akinsola Akinfemiwa to be Managing Director/CEO of two different Banks. That he signed Exhibits C2 and C3 is certainly not evidence of any merger acquisition. The claimant has not proved this fact to enable any consideration of whether or not her employment was a continuous one. In CBN v. Igwilo [2007] 14 NWLR (Pt. 1054) 393, it was held that the acceptance of transfer of an employee by an employer implies that the employer will take into consideration the years of service of the employee before his transfer to the employer. There is nothing before the Court to show that the claimant was transferred from Prudent Bank Plc to the defendant either. And Afolabi & ors v. Western Steel Works Ltd & ors [2012] LPELR-9340(SC) held that “the purchaser of a company buys its assets and liabilities”.There is just no evidence before the Court (other than the claimant just saying so) of the purchase of Prudent Bank Plc by the defendant. As it is, the claimant has not proved the “merger acquisition” of Prudent Bank Plc by the defendant in order to arrive at the conclusion that her employment was a continuous one. I so find and hold. Reliefs (vii) and (viii) as claimed accordingly fail and so are hereby dismissed. 60. The claimant took two loans from the defendant, a mortgage loan and a personal loan. This fact is not in doubt. The complaint of the claimant, however, is that when the defendant disengaged her, it decided to use her terminal benefits to offset the two loans without her consent. Secondly, that by common practice, the defendant ought to have waived the balance of the outstanding loans given her exemplary performance as the Business Development Manager while employed by the defendant. To start with, the rule is that evidence of customary practice must come from other than the person asserting its existence. This is the effect of the combined reading of sections 18(1) and (2) and 73 of the Evidence Act 2011. Additionally, the ratio of the Supreme Court decisions in Queen v. Chief Ozogula [1962] WNLR 136, Adeyemi & ors v. Alhaji Shitu Bamidele & ors [1968] 1 All NLR 31, Richard Ezeanya & ors v. Gabriel Okeke & ors [1995] LPELR-1199(SC); [1995] 4 NWLR (Pt.388) 142 at 165 and Orlu v. Gogo-Abite [2010] LPELR-2769(SC); [2010] 8 NWLR (Pt. 1196) 307 SC is to the effect that it is unsafe to accept the testimony of the only person asserting the evidence of custom as conclusive; it is desirable and certainly good law that another witness who is versed in the alleged custom should also testify. See also James Adekunle Owulade v. Nigeria Agip Oil Company Limited unreported Suit No. NICN/LA/41/2012, the judgment of which was delivered on 12th July 2016. In the instant case, it is only the ipse dixit of the claimant that has been put forward to this Court as evidence of the defendant’s common practice of waiving the balance of outstanding loans for employees who lead in exemplary performance. The claimant’s evidence is thus insufficient to prove her claim in terms of relief (xii). I so find and hold. Relief (xii) accordingly fails and so is hereby dismissed. 61. This leaves out the question of the defendant offsetting the two loans using the claimant’s terminal benefits. The argument of the claimant here is that the loans should be allowed to run their full course irrespective of the fact that she was disengaged by the defendant. The claimant, however, seems to forget that the two loans inured to her in virtue of her employment. They are accordingly employment loans governed by the terms and conditions of the claimant. At page 43 of Exhibit D2, the defendant’s Employee Handbook 2011, the defendant’s employee loan philosophy is laid out with the defendant recognizing the employee’s requirement for lump sum payments to meet personal obligations; to which effect the employee loan scheme was put in place. The loan repayments under the scheme are to be deducted from both monthly and quarterly remuneration. At page 95 of Exhibit D2, repayment of car loan, personal loan, share loan, credit loan and other types of advances becomes due upon retirement. Exhibit D2 at page 95 goes on that: Retiring staff shall be availed their gratuity benefits, less of their financial obligations to the Bank. This provision excludes Mortgage Loan, which shall not be deducted at source, upon Retirement. What this means is that the offsetting of the claimant’s personal loan from her terminal benefits was not in error and it did not require the consent of the claimant. I so find and hold. Relief (ii) and that part of relief (iii) that touch on personal loan accordingly fail and so are hereby dismissed. 62. The offsetting of the mortgage loan from the claimant’s terminal benefits, however, goes contrary to Exhibit D2; under which, mortgage loan is not to be deducted at source upon retirement. Relief (i) and the part of relief (iii) that touches on mortgage loan accordingly succeed and are hereby granted. 63. Since relief (i) and the part of relief (iii) that touches on mortgage loan succeed, the talk of the release of the claimant’s title documents does not arise. Reliefs (ix) and (x) accordingly fail and so are hereby dismissed. 64. I held earlier that this Court has jurisdiction over relief (xi). The only issue arising from relief (xi) is whether the claimant proved it as to be entitled to it. In paragraph 27 of the statement of claim as well as paragraph 28 of the claimant’s deposition of 9th April 2014, the claimant averred that she is entitled to 107,520 Skye Bank shares, which represents the monetary balance of her bonus over the years on her behalf by Skye Bank Share Trust Fund, relying on the defendant’s letter of 25th September 2013. This said letter of 25th September 2013 is Exhibit C7, a letter from the defendant to the claimant supposedly replying to the claimant’s letter of 16th September 2013. This letter of 16th September 2013 was not tendered before the Court. In the sixth paragraph of Exhibit C7, the defendant wrote as follows: In respect of the Skye Bank Staff Shares, a total of 107,520 units of Skye Bank Plc shares, which were allotted to your client, are yet to be transferred due to some regulatory reasons, however, the 85,852 units of Skye Bank Shares initially allowed to your client have since been transferred to her CSCS account with Securities Africa before her exit. This is sufficient admission on the part of the defendant that it has the claimant’s 107,520 Skye Bank shares - only that the defendant could not transfer the said shares to the claimant due to regulatory reasons; and this was as at 25th September 2013. We are in 2019. The regulatory reasons must be taken to have been sorted out by now by the defendant; and so the defendant has the duty to make the transfer of the shares to the claimant. In Ineh Monday Mgbeti v. Unity Bank Plc unreported Suit No. NICN/LA/98/2014, the judgment of which was delivered on 21st February 2017, I held that the fact that the claimant’s solicitor’s letter to the defendant referred to the defendant’s Employee’s Handbook, was sufficient proof that the Handbook was known to the claimant and so applies to his case. And in Adekunle v. Rockview Hotel Ltd [2004] 1 NWLR (Pt. 853) 161, a letter written by the appellant to the Manager of Apapa Branch of Arab Bank directed the Bank to pay the respondent the exact amount that is the subject of the claim and thereby debit his account. This letter was held to establish (prove) the indebtedness of the appellant to the respondent. I am satisfied that Exhibit C7 proves the indebtedness of the defendant to the claimant of 107,520 Skye Bank shares. Relief (xi) accordingly succeeds and so is hereby granted. 65. Relief (xiii) is a prayer for N46,280,430.00 as balance of the gratuity and other terminal benefits being owed by the defendant from 1998 when the claimant became employed by Prudent Merchant Bank Plc to 17th of July 2013 when her employment was terminated by the defendant after deducting the sum of N785,532.98 that was paid to the claimant from her entitlement of N46,280,430.00. I held earlier that the claimant did not prove that her employment is a continuous one. This being so, the claimant cannot pray for the balance of gratuity from 1998. This automatically means that relief (xiii) fails. In any event, gratuity is calculated by reference to salary. There is no pleading as to this by the claimant in her pleadings. The claim for gratuity is a claim for special damages, which by law must be particularized and proved by concrete evidence. See 7UP Bottling Company Plc v. Augustus [2012] LPELR-20873(CA) and NNPC v. Clifco Nigeria Ltd [2011] LPELR-2022(SC). The claimant in the instant case accordingly did not state to this Court in terms of its pleadings how she came by the sum of N46,280,430.00 she now claims. See Mr. Mohammed Dungus & ors v. ENL Consortium Ltd [2015] 60 NLLR (Pt. 208) 39 and Mr Suraju Rufai v. Bureau of Public Enterprises & ors unreported Suit No. NICN/LA/18/2013, the judgment of which was delivered on 4th June 2018. Relief (xiii) accordingly fails and so is hereby dismissed. This being so, the question of interest on the judgment sum does not arise. Relief (xiv) accordingly fails and so is hereby dismissed. 66. Relief (v) seeks for an order mandating the defendant to show the basis upon which the sum of N3,294,695.75 was arrived at as gratuity payable to the claimant. The claimant herself tendered Exhibits C6 and C8. A copy of Exhibit C6 was attached to Exhibit C8. Exhibit C6 as attached to Exhibit C8 shows the date of employment of the claimant, the date of separation, her enjoyment status, her grade, her basic salary, her gross salary (the claimant did not, however, plead her basic and/or her gross salary), her branch and the calculation the defendant did to arrive at the said sum of N3,294,695.75. I do not accordingly see the utility of relief (v). Relief (v) accordingly fails and so is hereby dismissed. 67. In all, and for the reasons given, the claimant’s case succeeds but only in terms of her reliefs (i), (iii) and (xi) as indicated earlier. Accordingly, I make the following declaration and orders: (1) It is hereby declared that the arbitrary deduction of the sum of N4,200,000 (Four Million, Two Hundred Thousand Naira) as balance of the claimant’s Mortgage loan by the defendant from her gratuity is wrongful, unlawful, void and of no effect whatsoever. (2) It is accordingly hereby ordered that the defendant shall refund within 30 days of this judgment the said deduction made in respect of the balance of the claimant’s Mortgage loan and revert to the terms of the Mortgage Agreement forthwith. (3) It is hereby ordered that the defendant shall release within 30 days of this judgment the 107,520 Skye Bank shares being and representing the monetary balance of the claimant’s bonus over the years held on her behalf by the defendant’s Bank Staff Share Trust Fund and the Share certificate in respect of same. 68. Judgment is entered accordingly. I make no order as to cost. …………………………………… Hon. Justice B. B. Kanyip, PhD