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This suit was commenced by a Complaint dated the 2nd day of November, 2012 and filed that same date. It was accompanied with the Statement of Facts, the documents relied upon, List of Documents to be Relied on, List of Witnesses, and a Witness Disposition on Oath deposed to on the 2nd November, 2012. The reliefs sought in the Statement of Facts are as reproduced below: a) A DECLARATION that the 1st defendant [sic] employment contract with the claimant’s firm from February, 2009 when he signed and accepted the letter of employment dated 28th January, 2009 and as a result of which he was deployed to the 2nd defendant company (i.e. claimant’s client) in Lagos from the claimant’s firm in Abuja to Lagos in 2009 still subsists until properly determined by either, i.e. claimant or 1st defendant in line with the tenor of the appointment letter. b) A DECLARATION that the willful and unconscionable act of the 1st defendant circumventing, supplanting, jeopardizing claimant’s interest and assuming a direct employment with the claimant’s client herein constituted as the 2nd defendant to whom 1st defendant only deployed as a Resident Consultant from claimant’s firm amounts to a breach of contract and terms of his employment with the claimant’s firm and redressable in damages in line with the employment letter of 28th January, 2009. c) A DECLARATION that the act of the 1st defendant divulging information of the claimant’s firm to third part(ies) without the written approval of the claimant is a further breach of the terms of the employment contract with the claimant and which is redressable in damages as stated in the appointment letter of 28th January, 2009. d) A DECLARATION that the act of the 2nd defendant engaging the service of the claimant and representing that claimant deploy his agent and/or staff in person of the 1st defendant with the agreement to be paying the claimant’s staff the sum of N230,000.00k per month and N250,000.00k to the claimant’s firm as retention fees and internal control consultancy services of which 1st defendant deployment to 2nd defendant willfully assumed a short change since June, 2009 and refused and/or neglect [sic] to pay claimant the N250,000.00 per month now totaling N4 million for 16 months ongoing, but rather in a clever by half approach now purportedly claims to be the direct employer of the 1st defendant is a breach of contract, illegal, unconscionable, deceitfully tortuous, and redressable in damages. e) A DECLARATION that the 2nd defendant’s act of failure, refusal and/or neglect in not paying the outstanding N2,333,330.00k on Tax Consultancy fees owed to claimant for the year 2011 is a further breach of contract of claimant’s service to the 2nd defendant company and recoverable in damages. f) AN ORDER of immediate and prompt payment of the sum of N1,000,000.00 (One Million Naira) only and N5,000,000.00 (Five Million Naira) against the 1st defendant for his willful breach of the terms of his employment contract with the claimant’s firm contrary to paragraphs 14 and 16 respectively of his appointment letter dated 28th January, 2009, and which breach are hereinabove expressed under reliefs 1, 2 and 3. g) AN ORDER of immediate and prompt payment of the sum of N3,680,000.00k being the total sum of N230,000.00k per month from June, 2011 to the time of this action in October, 2012 i.e. 16 months as the gratification/benefits derived from claimant’s client in the person of 2nd defendant and being the time 2nd defendant thereby neglecting and/or failing to honour the agreement with the claimant with the connivance of the 1st defendant, and additional N1,150,000.00k being the assessed benefits to be derived till February, 2013 when the four years set as contract in restrain [sic] of trade in the appointment letter will be completed by the 1st defendant. h) AN ORDER of immediate and prompt payment by 2nd defendant to claimant of the total sum of N6,333,330.00k being partly outstanding balance on Tax [sic] consultancy fees for the year 2011 in the sum of N2,333,330.00k (N1,000,000.00k having been christenly paid as “ex gratia” and/or “gratuitously”) and partly N4,000,000.00k being the cumulative outstanding retention fee for consultancy services in the sum of N250,000.00k per month now spanning from June 2011 till October, 2012 (i.e. 16 months) as at the date of the institution of this action and additional payment of N250,000.00k for every subsequent month that 1st defendant remain rendering the work of a Resident Consultant to 2nd defendant until the employment contract between claimant and 1st defendant is properly determined. i) General damages in the sum of N5,000,000.00k each against the 1st and 2nd defendants for the injury posed to the claimant’s business good will, reputation, body and mind via the connivance, circumvention and breach of the contract by the 1st and 2nd defendants. j) 10% (ten percent) interests on the judgment sum per annum till the final liquidation of same by the respective defendants. k) Cost of action to be shared in equal sum by the defendants. The defendant responded to the above Statement of Facts by filing the 1st & 2nd Defendants’ Statement of Defence dated 2nd January, 2013 on the 7th January, 2013. It was accompanied with the List of Witnesses, two witness depositions on oaths both dated 7th January, 2013, and the List of Documents to be relied upon. Claimant subsequently filed Claimant’s Reply to 1st and 2nd Defendants’ Statement of Defence on the 18th March, 2013. To this was attached additional documents and additional witness deposition on oath sworn to on 18th March, 2013. After all the initial preliminaries, the case finally came up for hearing on the 25th March, 2013. The case was opened with CW1 – Chief Benson Ugwu. After being sworn on the Holy Bible, CW1 said he was a Chartered Accountant in practice. He said he deposed to a witness statement on oath on 2/11/12 and deposed to another on 18/03/13. The two witness statement on oaths were admitted as Exhibits CW1 – CW[a] – CW7, and CW2 – CW2[a] – CW[a] – CW[2] P. CW1 subsequently adopted them as his evidence before the Hon. Court. Thereafter, CW1 tendered the following documents; and they were admitted without objection: 1. The letter of appointment as Financial Consultant dated 28th January 2009 with Ref. No. BUC/35/ABJ.437/09 addressed to Mr. Augustine Chukwueggu by Chief Ben C. Ugwu admitted as Exhibit AA1 – AA2; 2. A letter written by one Mr. A.M. Chukwueggu, addressed to the Managing Partner of Ben Ugwu & Co, headed “Application for the Position of a Consultant” is admitted as Exhibit BB; 3. A document headed “Review of Your Internal Control Proceedings” dated 15th Sept. 2008 reference BUC/Emzor/MGT.8734/08 is admitted as Exhibit CC – CC6; 4. The letter with Ref. No. BUC/Emzor/MGT. 8741/08 for the attention of Onyeka Onyebor and headed “Implementation of Our Internal Control Report” admitted as Exhibit DD – DDI; 5. An e-mail titled “Profile of Resident Consultant” dated December 18, 2008 at 8.37am admitted as Exhibit EE – EE6; 6. A document dated 2nd February, 2009 with Ref. No. BUK/Emzor/MGT. 354/09 and titled “Deployment of Resident Consultant” admitted as Exhibit FF – FF1; 7. A document dated February 2009 Ref. BUC/Emzor/MGT. 353/09 is hereby admitted as Exhibit GG – GG2; 8. The e-mail messages attached to the witness statement on oath filed on 02/11/12 admitted as Exhibits EM1 – 16; 9. Letter Ref. BUC/Emzor/MGT. 8743/08 written to the Managing Director Emzor Pharmaceuticals Limited on 10th December, 2008 headed “Deployment of our Resident Consultant to Your Company” admitted as Exhibit HH – HH1; 10. The minute of meeting held with Consultant – Chief Benson Ugwu & Co. on the 30th of March, 2011 admitted as Exhibit II; 11. The minute of a meeting held with the Consultant Chief Benson Ugwu & Co. on the 21st of January, 2011 admitted as Exhibit JJ3; 12. The document “Emzor Standard Operating Procedure” titled “Contract of Advances to Minor Contractor” Ref. No. BUC/Emzor 12 admitted as Exhibit KK – KK2; 13. The document Benson Ugwu and Company Statement of old Account Nos. 0015613090 underneath 077235 0002350 admitted as Exhibit LL – LL8; 14. The e-mail messages attached to the witness statement on oath dated 18th March, 2013 admitted as Exhibit EM17; 15. Letter dated February 16th 2009 with Ref. No. BUC/35/ABJ/4409 and headed Reference/Guarantor Augustine Mbah Chukwueggwu admitted as Exhibit MM; 16. The other two documents “Referral/Guarantor Augustine Mbah Chukwueggwu” admitted as Exhibits MM1 and MM2 respectively; 17. A Letter Ref. BUC/35/ABJ/438/12 admitted as Exhibit NN – NNJ; 18. The document on letter head 3G Media Network Ltd dated March 20 2009 with the heading “Re: Mr. Augustine Chukwueggwu” admitted as Exhibit PP; 19. The Curriculum Vitae of Chukwueggwu Augustine Mbah and the annexure attached thereto admitted as Exhibit QQ – QQ10; and 20. Minutes of meeting held with Consultant – Chief Benson Ugwu & Co. on 30th of March 2011 admitted as Exhibit RR – RR2; The examination in chief was brought to an end; and the case was adjourned to 27/03/13 for further hearing. It came up as adjourned. Counsel to the defendant began with his cross-examination. CW1 said he was first engaged by the 2nd defendant to carry out internal control studies of the 2nd defendant’s company. He said he submitted an internal control studies thereto. He said he thereafter proposed to the 2nd defendant that he would deploy a staff from his firm to the 2nd defendant company as per the letter of 10th December, 2008 – that is Exhibit HH. He said there was an acceptance of his proposal as contained in Exhibit EM20. He admitted that Exhibit EM21 did not make any specific reference to Exhibit HH: that is letter of 10th December, 2008. He also agreed that Exhibit EM20 did not also make reference to Exhibit HH. He further agreed that Exhibit EM20 did not accept anything but only made a request. At this stage, the e-mail sent by the claimant on December 19, 2008 at 2.19pm headed “Profile of Proposed Resident Consultant” was tendered and admitted as Exhibit BBB – BBB9 without objection. CW1 continued by saying in Exhibit BBB he recommended Martins Daniel. He agreed that he wrote Exhibit EM21, paragraph 3, because he did not get a response to Exhibit BBB; and that response to Exhibit EM21 is contained in Exhibit EM20. He agreed that the cross-examiner is correct that Exhibit HH is a response to Exhibit BBB. He agreed that Mr. Daniel’s deployment was not accepted as per Exhibit EM20. He said the three consultants mentioned in Exhibit BBB were his staff. He said Exhibit QQ is the CV of the 1st defendant in this case. He agreed that Exhibit QQ did not mention the 1st defendant as being his staff. He said the structure of remuneration suggested for Ezeanyiriagwu Daniel Egbuna as set out in Exhibit BBB2 is N230, 000, the sum of N350, 000 to Aleseande Ugorgi as structural allowance, the sum of N220, 000 to Ogheneorrhorohwo. He said they also agreed that the 1st defendant should pay to the 2nd defendant N230, 000 per month. He said it was not correct that the 2nd defendant rejected the people he recommended in Exhibit EM20 because of cost. He said this was not communicated to him. He said the name of the chartered accountant he recommended was Alexander Ugorji. He agreed that Ugorgi was rejected because the 2nd defendant could not pay his allowances. He said it was not correct to say the 2nd defendant rejected the names on the list he sent because the people were from his company. He agreed that going by Exhibit BBB the 1st defendant applied for employment in the claimant’s direct establishment. He said the claimant attached his CV to Exhibit BBB. He said this CV has been admitted as Exhibit QQ. He said the same Exhibit QQ was what he forwarded to 2nd defendant. He said it was not correct to say that because Exhibit QQ did not disclose that the 1st defendant was from his firm that that was what made the 2nd defendant to employ him. He said it was also not correct to say that the arrangement the 2nd defendant had with his firm was to source for a resident consultant for the 2nd defendant. He agreed that it is correct that the 1st defendant listed three referees in Exhibit QQ. He also agreed that he did not consult the three referees before he employed the 1st defendant. He agreed that the 1st defendant supplied two referees cum a guarantor. He said the 1st defendant said they could write any of the referees who would double as a guarantor but that they decided to write all of them. He said Exhibit MM1 and MM2 are the letters they wrote to the guarantors. He agreed that he claimed in his witness statement on oath and his evidence in chief that he wrote the three referees mentioned in Exhibit QQ but that only one of them responded as contained in Exhibit PP. CW1 went on to say that he did not say in Exhibit MM1 that the guarantor would be responsible for any loss incurred by the 1st defendant while in the employment of the claimant. He retorted that he disagreed with the cross-examiner that Exhibit PP did not have any relevance with Exhibit MM1. He said he did not know whether Exhibit PP was a guarantee given to the claimant by one Emmaguan. He said it was not correct to say that all the 1st defendant did was to provide them with his application and his CV which listed his 3 referees. He also said it is not correct that the 1st defendant did not ask them to use the 3 names listed in his CV as referees cum guarantors. He said under the letter of appointment issued the 1st defendant he was to produce his referees cum guarantors within 30 days of his assumption of duties. He said it was provided in Exhibit AA that if the 1st defendant did not provide his referees cum guarantors within 30 days, his appointment would be presumed terminated. He agreed that the 1st defendant had never worked in any of their firm offices. He said the 1st defendant though never worked in any of his firm branches but nevertheless he was recruited as his staff and is one of his staff. He agreed that he never granted the 1st defendant any leave but that he was to enjoy the conditions of service where he was posted to work. He said he confirmed the appointment of the 1st defendant by not redeploying him after the probational period had elapsed. CW1 testified further that the agreement he had with the 2nd defendant in respect of the 1st defendant was for two years but subject to renewal. He said Exhibit FF is an agreement between the claimant and the 2nd defendant on the deployment of the 1st defendant. He said Exhibit FF1 is the acceptance of Exhibit FF by the 2nd defendant. He said by Exhibit FF1 the 2nd defendant agreed on terms contained in Exhibit FF. He agreed that by paragraph 2 of Exhibit FF1 it was stated that the engagement is one year; and that he confirmed that the 2 years suggested in Exhibit FF had been varied to 1 year by Exhibit FF1. He said the provision of a car to the 1st defendant by the 2nd defendant was part of Exhibit FF1 – paragraph 5. He said paragraph 5 of Exhibit FF1 was written by the Deputy Managing Director of the 2nd defendant and copied to him. He said Exhibit FF dictates that the claimant and his company should assign the job description of the 1st defendant. He said Exhibit GG – GG2 described the job of the 1st defendant and that he designed it. He said it was part of his claims as contained in paragraphs 34 & 35 of his Statement of Facts that he made available to the 1st defendant a loan of N150, 000 only. He said he met the 1st defendant in December 2008. He said he gave the 1st defendant the said loan of N150, 000 in January, 2009 after discussion or interview with the 2nd defendant to enable him rehabilitate himself and his family before assuming duty in Lagos. He said the said loan was not documented. He insisted that he gave the 1st defendant the said loan on the day he was leaving Abuja because he wanted to rehabilitate his family at Owerri before relocating to Lagos. He said he and the 1st defendant met with the 2nd defendant together on 27/01/09 when the 2nd defendant accepted the 1st defendant. He replied that he was not aware that he and the 1st defendant met with the 2nd defendant on 05/02/09 for the first time but that they only met with the 2nd defendant for the first time on 27/01/09. He agreed that Exhibit FF was never signed by any of the parties and he then referred the Court to Exhibit FF1. He said he attended the meeting with the 2nd defendant last in May 2011 and that thereafter he was no longer invited. He said he was paid by the 2nd defendant the sum of N250, 000 up to May, 2011. He said it was not correct to say the 2nd defendant was paying N250, 000 because of the monthly review meetings. He said Exhibit FF is a composite document and that all clauses must be read together. He also said it was not true that the 2nd defendant withdrew their services as consultant since year 2001. He said the contract between him and the 2nd defendant as regards tax consultant was for corporate tax, pay as you earn and directors’ tax. He said it does not include Vat and Withholding Taxes. He said the salary he agreed to pay the 1st defendant was N230, 000 a month as per his letter of appointment and that that was what the 2nd defendant pays the 1st defendant on behalf of the claimant. [He who hires pays: if he who hires does not pay, then, he is not the hirer – it follows that the claimant is probably not the employer of the 1st defendant] He said he was paid the sum of N250, 000 monthly as retainership for deploying staff to the 2nd defendant and rendering other professional services. He said it was not correct that he was being paid the said sum because he was attending a monthly meeting with the 2nd defendant. He said it was not correct to say what he did for the 2nd defendant was to employ a resident consultant for it but not to deploy a staff to it. He said he did disclose to the 2nd defendant that the 1st defendant was an employee of the claimant – he referred to Exhibit GG. He equally said that he was not aware that the agreement he had with the 2nd defendant was varied by all the parties. The cross-examination was brought to an end; and there was no re-examination. The case was thereafter adjourned to 3rd, 4th and 5th June, 2013 for further hearing. The matter however came up next on 17th September, 2013. On this date the defence opened with DW1. DW1 gave his name as Chukwuegbu Augustine Mbah and he said he is a chartered accountant. He said he is presently engaged by the 2nd defendant. He said he sworn to a witness statement on oath on the 7th January, 2013. The witness statement on oath sworn to by DW1 on 7th January, 2013 admitted without objection as Exhibit DW1 – DW1E. He thereafter adopted same as his evidence in Court. The cross examination was adjourned to the following day, 18th September, 2013. Court sat as adjourned; and the cross examination was conducted. DW1 agreed that he met the claimant and the 2nd defendant and that he knew they had been having business mutual relationship together. He said he applied for employment in Emzor Pharmaceutical through the claimant. He said he was offered employment into the claimant’s company but that it was jettisoned after the meeting Emzor had with the claimant and himself on 5th February 2009 and his subsequent discussion with the claimant that he should no longer provide guarantor as provided in the letter of appointment. He said the firm of Ben Ugwu & Co. is a firm of chartered accountant. He said Emzor was the only client of the claimant that he knew. He agreed that he was offered an appointment as a Financial Consultant with the claimant’s firm on 28/01/09. He said he was not offered a letter of appointment as an employee with Emzor because he was not an employee but a consultant. He said he did not submit any letter of appointment or engagement by Emzor because Emzor does not give appointment letter to consultants. He said Emzor neither gave to him nor the claimant. He agreed that he had an interview with the claimant before his appointment letter was given to him by the claimant. DW1 went on to say that he had been a Resident Consultant with Emzor since after his meeting with Emzor and claimant. He said Emzor was not the first company he had worked with. He said he had worked with All Season Hotel where his appointment was terminated because of a disagreement he had with the owner. He said he also worked with Champion Newspaper; and that he left it because the Board to which he belonged was dissolved. He said he was not deployed to the 2nd defendant. He agreed that he is the Chukwuegbu mentioned in Exhibit FF. He said he was aware of a letter dated 2nd February, 2009 – Exhibit GG. He agreed that Exhibit GG defined his responsibilities but said it however did not define his reporting line. He said the managing Director of Emzor at the material time was Mr. Onyeka Onyenbor. He said as he worked with Emzor as an independent consultant and that he was not discharging his responsibility to the claimant. He said he was not working on Tax matters with the other staff of Emzor, Chief Joe Anyawu and Sir G.I.N. Chukwure. He said it was the responsibility of the claimant to work on tax issues but that he engaged the services of Chief Anyawu, Sir Chukwuyere and himself and that 50% of the fees were paid to them and the claimant took the remaining 50%. He said he was never in possession of the claimant’s letter headed paper but that Chief Anyawu was in possession. He said he never raised any bill on the claimant’s letter headed paper. He said no letter was issued to him asking him to return unused letter headed papers of claimant’s company but to Chief Anyawu. He said he did not hand over any draft or letter headed paper of the claimant’s company to Chief Anyawu. The cross examination was brought to an end. Under re-examination, DW1 said Exhibit FF & GG were addressed to the Managing Director of Emzor Pharmaceutical Business Ltd and served by the claimant. DW2 was led in evidence immediately thereafter. DW2 observed all the preliminaries. He gave his name as Adedeji Tajudeen Ola. He said he was a chartered accountant in the employment of the 2nd defendant. He said he swore to a witness statement on oath on the 7th January, 2013. The witness statement on oath deposed to by DW2 on 7th January, 2013 was admitted without objection as Exhibit DW2A – DW2H. The Computer generated e-mail dated 24th April 2009 ref. No. BUC/Emzor/Tax. 55/09 sutitled Tax Consultancy from Ben Ugwu to Onyeka, captioned view full header view printable version download as a file is admitted and marked as Exhibit DW2I – DW2J. E-mail dated 9th June 2007 with Ref. No. BUC/Emzor/Tax/558/09: Attention Mr. Onyeka Onyebor admitted as Exhibit DW2K – DW2Z. The e-mail dated Thursday 19th July 2012 generated from Ben Ugwu Consult addressed to the Managing Director Emzor Pharmacy and captioned “Authority to Release Your N1 Million Cheque” admitted as Exhibit DWM. The minute of monthly meeting with consultants (18.09.2010) admitted as Exhibit DW2Q – DW2R. The document headed “June Meeting with Consultants Services” admitted as Exhibit DW2S – DW2T. The document titled “Control of Documents” dated 07/10/10 admitted as Exhibit DW2UA – DW2UN. The examination-in-chief was brought to an end. The matter was adjourned to 03/10/13 for cross examination. The matter came up as adjourned. Under cross examination, DW2 testified that he was employed by the 2nd defendant on the 15th of August, 2008. He said that before he was so employed he was with the Consulting Firm which seconded him to the defendant in 2006. He said the relationship between Ben Ugwu & Co. and the 2nd defendant started precisely on 15/10/08. DW2 said he was not the employer of the 1st defendant. He said he did not authorize any of the correspondence between the 2nd defendant and the claimant other than taking minutes of meeting. He said they had frontloaded samples of minutes of such meetings. He said such meetings were many and that he could not count off-hand. He said he was employed as a Financial Accountant of the 2nd defendant but later promoted to Chief Accountant in August, 2012. He agreed that Chief Franca Igboka was the Chief Accountant of the 2nd defendant at all time material to transaction in issue. He agreed that he also knew one Mr. Onyeka Onyebor; and that he was then the Deputy Managing Director of the 2nd defendant. He agreed that there were many meetings held between the claimant and the 2nd defendant but that he was not present and took minutes of many meetings. He went further to say whenever he was not present; it was either Ojo Adekunle or Chimezie that would take the minutes of the meeting. He said as a Chief Accountant, as from 2012, he was aware that the claimant used to communicate with the Deputy Managing Director of the 2nd defendant. He said but when the deputy Managing Director resigned in January, 2012 the claimant started communicating directly with the Group Managing Director. At this stage, the cross examination was brought to an end; and there was no re-examination. The case was subsequently adjourned to 16th January, 2014 for adoption of final written addresses. However, it came up for adoption of final written addresses on the 13th February, 2014 instead. On this particular day, the defendants’ counsel adopted the defendants’ final written address dated 01/11/13 and filed same date. Counsel to the defendants also adopted defendants’ reply on points of law dated 12/02/14 and filed same day. Thereafter, counsel to the claimant adopted the claimant’s final written address dated 13/01/14 and filed 15/01/14. The case was thereafter adjourned to 27th March, 2014 for judgment. The stage is now set to summarize the final written addresses of counsel. I start with that of the defendant’s counsel which is first on time. In arguing his address, counsel to the defendants formulated four issues. I reproduce the issues as formulated hereunder: 1. Whether there is a subsisting/binding contract of employment between the Claimant and the 1st Defendant. [sic] 2. Whether there is a binding contract of deployment of 1st Defendant by the Claimant, as Resident Consultant with the 2nd Defendant. [sic] 3. Whether the Claimant is entitled to his Claims [sic] against the 1st and 2nd Defendants. [sic] 4. Whether upon the pleadings and evidence adduced before this Honourable Court, the Claimant is entitled to his Claims [sic] on tax consultancy fees. [Sic] Commencing arguments on issue 1, counsel submitted that the evidence of DW1 [the 1st defendant] that he applied vide Exhibit BB to the 2nd defendant based on information he received from a friend that the 2nd defendant was looking for an accountant, remains unchallenged. Counsel argued that the tenor of the application in Exhibit BB leaves no one in doubt that DW1 applied for a job with the claimant’s client’s establishment and not the claimant’s Firm. Counsel submitted that although, DW1 was first issued a letter of appointment by the claimant to be deployed as a Resident Consultant to the 2nd defendant but that this deployment was rejected on resumption at the 2nd defendant’s office. He submitted that the 2nd defendant rejected this offer on account of the fact that they said they needed somebody outside the claimant’s office. It was further argued that based on this, the DW1 reported back to the claimant who then said letter of appointment [Exhibit AA] he issued should therefore be jettisoned. It was also submitted that based on a request from the claimant to be paid the sum of N150, 000 by DW1 for linking him with the 2nd defendant, DW1 paid the sum in three installments into the claimant’s Diamond Bank accounts in March, April, and May, 2009; and since it was agreed between the claimant and DW1that he should not produce a guarantor/cum referee he did not provide one for the claimant’s firm. He submitted that the above evidence of the 1st defendant was corroborated by the evidence of DW2 as shown in paragraphs 15 and 16 of Exhibit DW2A – DW2H. Counsel submitted that on the above evidence DW1 and DW2 were not cross examined and so the evidence remained unchallenged. Counsel then asked the Court to hold that these pieces of evidence are deemed admitted by the claimant. Counsel thereafter proceeded to cite the following authorities on the effect of failure to cross examine on an issue in point: Egwumi v. State [2013] 13 NWLR [Pt. 1372] p.525 at 552, paras. F – G, Cameroon Airlines v. Otutuizu [2011] 4 NWLR [Pt. 1238] p. 512 at 545, paras. A – C, and Adesule v. Mayowa [2011] 13 NWLR [Pt. 1263] p. 135 at 170, paras. E – F. Done with the above, counsel further urged the Court to come to the conclusion that that there was a meeting between all parties where the position of the 2nd defendant on the engagement of a consultant outside the claimant’s firm and payment of N250, 000 to the claimant’s firm for the monthly review of the work of the consultant was agreed upon based on the following grounds: 1. That the 1st defendant before meeting the claimant and before knowing of the existence of the 2nd defendant had applied to the claimant through Exhibit BB for the position of consultant at claimant’s client’s establishment; 2. That Exhibit QQ [the 1st defendant’s CV] sent to the 2nd defendant by the claimant confirms that the 1st defendant was not a staff of the claimant; 3. That Exhibit BBB – BBB9 shows that the people initially proposed by claimant as resident consultants were all staff of the claimant 4. That Exhibit BBB – BBB9 further shows that the structure of remuneration of Mr. Martins Daniel Oghereonhokohwo recommended for employment by the claimant was N220, 000 as opposed to the greater sum of N230, 000 paid to the 1st defendant; and that as a result, it becomes clear that the testimony of the claimant that the people he earlier recommended were rejected because of cost is not true. Counsel submitted in furtherance of the above that the only logical reason that is inferable for the rejection of the people in Exhibit BBB – BBB9 is that they were staff of the claimant’s firm. Based on the preceding submission, counsel therefore invited the Court to come to the conclusion that there was no binding contract of employment between the claimant and the 1st defendant. Counsel further posited that as at the time the 1st defendant acknowledged Exhibit AA, the 1st defendant and the claimant were not id idem because the 1st defendant from the outset applied to work in the claimant’s client’s establishment and not with the claimant’s firm. In support of this proposition of law, counsel urged the following authorities on the Court: Best (Nig.) Ltd v. B.H. (Nig.) Ltd [2011] 5 NWLR [Pt. 1239] p. 95 at 126, paras H – C; and Olubule v. Oyagbola [1990] 4 NWLR [Pt. 147] 723. Counsel further argued that assuming that there was a contract between the claimant and the 1st defendant [Exhibit AA] initially that the contract of employment is no longer subsisting in view of the subsequent agreement between the claimant and the 2nd defendant and 1st defendant on the one hand and the subsequent agreement also reached with the 1st defendant by the claimant that the 1st defendant should no longer provide referee cum guarantor. Counsel submitted that this piece of evidence remains uncontroverted. Counsel submitted further in his argument that in a desperate attempt to show that the 1st defendant met the requirement of providing referees as required by Exhibit AA, the claimant tendered Exhibits MM – MM2 and PP; and claimed that only one of the referees replied. Counsel argued that a careful perusal shows that Exhibits MM – MM2 and PP series are not in any way related and that they were fabrications concocted in an attempt to circumvent the defence of the 1st defendant. Counsel further argued that because the reference in Exhibit MM – MM2 Series is to “employment” whereas the reference in the alleged response in Exhibit PP is to “application”, then it is proved that the two series are quite unrelated. Counsel went on to submit that even though the claimant affirmed that he consulted the three referees submitted by the 1st defendant before he was employed but that Exhibit PP shows the falsity of the testimony by showing clearly that it was after the purported employment that the claimant contacted the referees listed by the 1st defendant in his CV [Exhibit QQ]. Still on this issue, counsel argued further that Exhibit AA1 under the heading “Referees” stipulated that two referees should be provided within 30 days of assumption of duty and that failure to do so automatically terminates the appointment. Counsel submitted that since it has been shown that no such referees were provided, then the purported employment of the 1st defendant by the claimant should be deemed to have been terminated automatically – p.13. Counsel argued that the 1st defendant and the claimant are bound by the mandatory provisions of the clause requiring production of referees. In support of his arguments, counsel relied on the following authorities: Alhassan v. A.B.U., Zaria [2011] II NWLR [Pt. 1259] p. 417 at 470, paras. C – D; and A.G. Rivers State v. A.G., Akwa Ibom State [2011] 8 NWLR [Pt. 1248] p. 31 at 83, paras. E – G. Counsel further submitted that Exhibit PP cannot in any way be construed as a contract of guarantee envisaged by Exhibit AA1 – AA2. In rounding up on this issue, counsel submitted that the non-existence of a contract of employment between the claimant and the 1st defendant can be logically inferred from the facts that: 1. The claimant firm never paid the salary of the 1st defendant as the 1st defendant’s salaries were being paid by the 2nd defendant; 2. The 1st defendant admitted under cross examination by the claimant never to have worked in any of the claimant’s firm’s office; 3. The claimant, as admitted in cross examination, never granted any leave or holiday to the 1st defendant; 4. The 1st defendant did not have any rules or regulations of the claimant’s company; and 5. The testimony of the claimant that he did not confirm the appointment of the 1st defendant by not redeploying him after the probational period had elapsed was not pleaded; and as such it goes to no issue. Having carefully summarized the arguments of counsel in relation to his first issue, it is now apposite to proceed to summarize his arguments in respect of the second issue distilled. Counsel commenced his arguments on the second issue by a preliminary review of facts. He submitted that the case of the claimant is that his firm deplored the 1st defendant as the firm’s resident consultant with the 2nd defendant and that the deployment agreement was documented in Exhibit FF while the acceptance of same was documented in Exhibit FF1. Under cross examination, it was argued, the claimant agreed that the two years suggested in Exhibit FF had been reviewed to one year in Exhibit FF1. Counsel also argued that the claimant stated that Exhibit FF1 was written by the 2nd defendant’s Deputy Managing Director to the Managing Director and copied the claimant but that however, the claimant has not been able to show where he was copied exhibit FF1. Counsel argued that whereas the defendant’s case is that the claimant was asked by the 2nd defendant to source for a Resident Consultant outside the claimant’s Firm for the 2nd defendant. Sequel to this, it was argued, the 2nd defendant earlier rejected some staff of the claimant forwarded to it because the 2nd defendant saw from their CVs that they were staff of the claimant; and that the 2nd defendant agreed to engage the 1st defendant because it was not shown in his CV that he was a staff of the claimant. It was also argued that the 2nd defendant agreed to pay the claimant N250, 000 for the claimant’s monthly review visit and to pay the 1st defendant N230, 000 per month. It was equally argued that the 2nd defendant is not bound by the proposals contained in the claimant’s two letters dated 2nd February, 2009 because the proposals therein contained had been varied by the parties at the meeting the Management of the 2nd defendant had with the claimant and the 1st defendant. Counsel submitted that because Exhibit FF and the purported acceptance of it in Exhibit FF1, whereby Exhibit FF1 varied the two years proposed in Exhibit FF to one year, it follows that there was no contract between the parties. Counsel cited the following authorities to buttress this line of argument: Metibaiye v. Narelli International Ltd [2009] 16 NWLR [Pt. 1167] p. 326 at 347, para. C; Akpan v. UBN Plc [2011] 2 NWLR [Pt. 1231] 399 at 414, paras. A – E; Best [Nig.] Ltd v. B.H. [Nig.] Ltd [2011] 5 NWLR [Pt. 1239] 95 at 128, paras. A – B; Bilante Int’l Ltd v. N.D.I.C [2011] 15 NWLR [Pt. 1270] 407 at 435, paras. A – C; and Royal Petroleum C. Ltd v. FBN Ltd [1997] 6 NWLR [Pt. 570] 584. Counsel submitted that as such Exhibit FF did not amount to an agreement between the parties; and it was at best an offer which needed acceptance from the 2nd defendant. It was argued further that Exhibit FF1 which the claimant relied on as an acceptance from the 2nd defendant. Counsel submitted that it is clear from the said Exhibit FF1 that it was never copied to the claimant. Counsel argued that what could be inferred from the entirety of the discussions between the parties is that the 2nd defendant rejected the first set of people recommended by the claimant simply because they were from his firm contrary to the instruction; and that stemming from the above and the first meeting with the claimant, the 1st defendant and the 2nd defendant, the parties agreed that the claimant should jettison the employment letter issued to the 1st defendant by the claimant surreptitiously. Counsel submitted that these pieces of evidence from the defendants’ witnesses were not controverted by the claimant. Counsel moved on to argue that Exhibit KK – KK2 which the claimant tendered as emanating from the 1st defendant are not the Standard Operating Procedure of the 2nd defendant as claimed as the Standard Operating Procedure of the 2nd defendant are always signed by the originator and the director of the department issuing same and that since it is meant to regulate the affairs of the 2nd defendant, it cannot and that it never carried the Ref. No of Ben Ugwu and Co. Counsel submitted that the evidence of the defendants to these effects were not challenged by the claimant. Counsel submitted that Exhibit KK – KK2 was not signed by either the originator or the approver. Counsel also submitted that because of the fact that the claimant pleaded 6 documents showing that the 1st defendant issued Standard Operating Procedure reflecting Ben Ugwu and Co. and ended up tendering just one, it followed that the rest were not in his favour. Counsel cited the following authority in support of this contention: UNILORIN V. Adesina [2010] 9 NWLR [Pt. 1199] 331 at 401, paras. D – F; and urged the Court to hold that the Standard Operating Procedure of the 2nd defendant are not issued with Ref. No. showing Ben Ugwu & Co. Counsel argued further that the claimant tendered Exhibit II and JJ3 as minutes of meetings with the consultants; and that these two minutes were prepared by interim secretary but were not signed. Counsel argued that as such they were not valid as signature provides the authenticity of minutes of meetings; and that all the minutes of meeting prepared by DW2 were all signed – Exhibits DW2P, DW2Q – DW21 and DW25 – DW2T. Counsel also submitted that because the claimant indicated he was calling the former Deputy Managing Director and Chief Accountant of the 2nd defendant and failed to call them, it shows that he withheld vital evidence that could assist the Court in resolving the case. In rounding up on the second issue, counsel finally urged the Court to hold that there is no contract of deployment between the claimant and the 2nd defendant. I proceed to the third issue as distilled by counsel to the defendants. Counsel argued that based on his submissions on issues 1 and 2, it follows that there is no contract of deployment between the 1st defendant and the claimant on the one hand and between the claimant and the 2nd defendant on the other hand. And that sequel to this, there is no basis for claiming damages against the defendants. Counsel also submitted that assuming, without conceding, that there is such a contract, then the claimant has not proved, from his pleadings and evidence before the Court, how he became entitled to his claims. Counsel submitted that the DW1 evidence on paragraphs 11 – 13, 24 – 25 of his written statement on oath [Exhibit DWA] was never challenged under cross examination; and as such the Court was invited to hold that in accordance with law, the evidence is accepted as proved. On this proposition of law, counsel cited Egwumi v. State [supra] p. 552, paras. F – G. Counsel argued that this fact is further proved when under cross examination, the claimant agreed that the 1st defendant never worked in any of the claimant’s firm offices and that he had never granted the 1st defendant any leave. Counsel proceeded from the foregoing to argue that since the reliefs claimed by the claimant in paragraph 43 (a) – (e) are declaratory in nature they could only be granted if proved by credible evidence. He cited Akinyemi v. Odua Inv. Co. Ltd [2012] 17 NWLR [Pt. 1329] 209 at 242, paras. C – D and University of Lagos v. Aigoro [1985] [sic] NWLR [Pt. 1] 143. Counsel argued that the claims cannot be granted since there is no subsisting contract between the parties. More so, when there is the unchallenged evidence that the 1st defendant has not assumed any direct employment with the 2nd defendant, claim (b) cannot also be granted. In the same wise because of the unchallenged evidence from the defendants, admitted by the claimant under cross examination, that the 1st defendant never worked in any of the claimant’s offices, claim (c) cannot equally be granted. Furthermore, it was contended that because the 1st defendant never worked in the claimant’s firm, he had no access to his information and therefore not in a position to divulge the firm’s information to a third party; and that even at that, the 2nd defendant could not be called a third party; and that more so, the claimant has not shown whom the third party is. Counsel moved to claim (d) and argued that because the claimant had admitted, under cross examination, being paid up to May, 2011 is coterminous with his last monthly review visit made in May, 2011, it follows that the claimant is not entitled to the grant of the said claim as he cannot be paid for work he did not do. Counsel submitted with regard to claims (f) – (k) that since there is no subsisting contract between the 1st defendant and the claimant on the one hand and between the 2nd defendant and the claimant on the other hand, it follows that these reliefs cannot be granted. Counsel submitted further in respect of claim (f) and (i) that there is no evidence of how the claimant became entitled to N5 million or evidence of how claimant’s business, good will, reputation, body and mind have been injured. Counsel also submitted that there is no iota of evidence on how the claimant became entitled to 10% interest being claimed – counsel cited A.G. Ferero & Co. Ltd v. H.C. [Nig.] Ltd [2011] 13 NWLR [Pt. 1265] 592 at 606 – 607, paras. G – A. Counsel finally urged the Court to resolve this issue in favour of the defendants. Counsel thereafter moved to his fourth issue as distilled. I now summarize his arguments therein. Counsel argued that the claims in the issue herein relate to outstanding balance of N2, 333, 330.00k on tax consultancy. Counsel argued that since the claimant has not shown to the Court that he is neither an employee of the 2nd defendant nor the employer of the 2nd defendant, it follows that the relationship between them on issue of tax consultancy is at best, mere contractual relationship and not that of employer/employee relationship. Counsel submitted that it follows that this Court does not have jurisdiction over that claim as contained in claims [e] and part of claim [h]. Counsel submitted that this issue of lack of jurisdiction has been raised at paragraph 49 of the Joint Statement of Defence of the defendants. In the alternative, counsel submitted on the tax consultancy issue that, the claimant’s case is that he rendered tax consultancy service to the 2nd defendant in 2011 and that the sum of N233, 333.00 remains outstanding after the payment of N1 million by the 2nd defendant. He submitted further that the defendant’s case is that tax consultancy was withdrawn from the claimant in 2011 but because the claimant’s firm has started work on the PAYE and Directors Tax, they were allowed to complete works on the two, while the other taxes were transferred to the 2nd defendant’s new tax consultants/in-house accountants; and that as such the payment of N1 million was in full and final settlement of the claimant on tax matters. Counsel submitted that because the claimant stated in his witness statement on oath at paragraph 42 [Exhibit CW1- CW (a) – CW1]: “That I decided to collect the N1 million which the 2nd Defendant company paid Tax Consultancy to narrow his (sic) legal claim to the Internal Control Consultancy. This is in view of the fact that 2nd Defendant’s MD has deliberately distorted the breakdown of our Tax Services from three (PAYE, DIRECTORS TAX, AND CORPORATE TAX), to five parts (PAYE, DIRECTORS TAX, VAT, WHT, AND CORPORATE TAX), all in effort to erode my claim and justify my supposed ex-gratia payment of N1 million”; it becomes clear that the claimant has not given evidence to justify his entitlement to the claim; since he has narrowed down his claim in his pleading and evidence to the issue of internal control consultancy. Counsel also argued that by virtue of Exhibits EM1 and DW2M which showed that the N1 million payment was accepted by the claimant in full and final settlement of fees on tax consultancy, the claimant has waived his further entitlement to the said outstanding sum. Counsel cited the following cases to buttress his point: A.G. Rivers State v. A.G. Akwa Ibom [supra]; A.E. Consulting v. Yobe State Govt. [2011] 1 NWLR [Pt. 1228] 331 at 342, paras. B – E; and Maiyegun v. Gov. Lagos State [2011] 2 NWLR [Pt. 1230] 154 at 170, paras. A – D. Counsel finally urged the Court to resolve this issue in favour of the defendants; and in addition, to dismiss the case of the claimant in its entirety. Let me now summarize the final written address of the claimant. The claimant’s counsel formulated 4 issues in argument of the written address. They are hereby reproduced: 1. Whether upon the preponderance of evidence, the claimant has proved his contract of employment of the 1st defendant and entitled to a redress for breach of same. [sic] 2. Whether the 2nd defendant having enjoyed the services of the claimant vide the 1st defendant [sic] employee of claimant deployed to the 2nd defendant company and sundry tax services is not liable to fulfill its own side of the obligations to the claimant in all respect [sic] as per the letter of deployment of 1st defendant to 2nd defendant company and the obligation on tax matters. [sic] 3. Whether the claimant has established his claims against the 1st and 2nd defendant [sic] as per his pleadings and evidence adduced thereon. [sic] 4. Whether this Honourable Court has jurisdiction to entertain the incidental and composite claims on tax services rendered to the 2nd defendant with whom claimant has contract of employment for service within the facts and circumstances of this case. [sic] Counsel to the claimant argued issues Nos. 1 and 2 together. Counsel submitted that from the pleadings and evidence adduced in proof thereof, the claimant established contract of employment of service between himself and the 1st defendant and the 2nd defendant. Counsel proceeded to cite Chukwuma v. Shell Petroleum Co. of Nigeria Ltd [1993] 4 NWLR [sic] p. 512; and Daniels v. shell B.P. Petroleum Development Co. [1962] 1 All NLR 19 to buttress his argument. Counsel submitted further that Exhibit AA1 – AA2 is the basis of the contract between the claimant and the 1st defendant. Counsel argued that the contention by the defendants that Exhibit AA1 – AA2 was varied cannot hold as oral evidence cannot be used to vary a written contract: Exhibits AA1 – AA2, FF and GG; and that both DW1 and DW2 agreed under cross examination that the 1st defendant was engaged by the claimant and deployed to 2nd defendant in Lagos. Counsel submitted further that written extrinsic evidence cannot be used to vary an express contract. He cited Union Bank of Nig. Ltd v. Prof. Ozigi [1994] 3 NWLR [Pt. 333] at 385 [sic]; and Bank of the North Ltd v. Aliyu [1999] 7 NWLR [Pt. 612] at 622. Counsel therefore urged the Court to discountenance the testimonies of the defendants, their Statement of defence in its paragraphs 19 – 21 seeking oral variation of written contract. These authorities were cited: BIJOU Nig. Ltd v. Osidarohwo [1992] 6 NWLR [Pt. 249] at 643; Amizu v. Nzeribe [1989] 4 NWLR [Pt. 118] at 755; N.I.D.B. v. Olalomi Industries ltd [2002] 5 NWLR [Pt. 761] at 532; and section 132 [1] of the Evidence Act. Counsel submitted that Exhibit AA1 – AA2 [the letter of appointment of the 1st defendant] is very clear in its tenor and meet all the requirements of a valid contract, particularly at its paragraph 2. Counsel argued that from the tenor of the said paragraph 2, the 1st defendant was not left in doubt as to the basis of his engagement by the claimant. Counsel submitted that while Exhibit BB [application for employment by 1st defendant] was an offer, Exhibit AA1 – AA2 operated as a counter offer and which counter offer was accepted by direct act and implication when the 1st defendant assumed duty on its basis and was seconded to the 2nd defendant. Counsel also submitted that the mere designation of the 1st defendant as “resident Consultant” does not derogate from the true import of Exhibit AA1 – AA2. Counsel cited Daniels v. Shell B.P. Petroleum Development Co. [supra]; and Ahunruonye v. University College Hospital Ibadan [1959] WNLR 232. Counsel further contended that Exhibit FF [Deployment of Resident Consultant Letter] further buttressed paragraph 2 of Exhibit AA1 – AA2. Counsel argued that Exhibit FF1, a small mail from the Deputy Managing Director of 2nd defendant to the Group Managing Director said the claimant’s terms are agreed on all points, save that the tenure be reviewed to 1 year. Counsel argued that the poser is: how then does Exhibit FF1, which the defendants contended is not addressed to the claimant, constitute a counter offer, as being canvassed by the defendants, if it was not addressed to the claimant? Counsel cited Macaulay v. NAL Merchant Bank Ltd [1990] 4 NWLR [Pt. 144] 283 at 311. Counsel argued that the defendants have failed to even substantiate their attempt to orally vary a written contract by the failure of DW2 to tender any minutes of such meeting that can operate as a separate agreement varying Exhibit AA1 – AA2 and even FF. Counsel submitted that the arguments of the defendants that Exhibit FF1 is at one breath a counter offer and at the other breath not copied to the claimant amount to blowing hot and cold at the same time. Counsel raised a poser that if the letter of appointment was secretly issued to the 1st defendant, a grown up chartered accountant, as pleaded by the defendants at paragraph 25 of their Statement of Defence, was the letter of deployment of Resident Consultant addressed to the Managing Director of the 2nd defendant also secretly issued? Counsel also submitted that the mere fact that the 1st defendant did not carry out his duties in the premises of the claimant cannot derogate from the fact that he was an employee of the claimant. In this regard, counsel referred the Court to: Shena Security Co. Ltd v. Afropak Nig. Ltd & 2 Ors. [2008] 34 [Pt. 2] NSCQR 1287. Counsel argued that the arguments of the defendants that the 1st defendant never enjoyed leave or worked in any of the claimant’s office goes to no issue as it is uncontroverted that the 1st defendant by virtue of Exhibits AA1 – AA2, FF, GG1 – GG2 and HH work in the 2nd defendant office in Lagos. Counsel also contended that Exhibits AA1 – AA2, FF and even GG1 – GG2 constitute rules of the claimant given to the 1st defendant contrary to the defendants’ argument that no rules were issued the 1st defendant by the claimant. Counsel submitted that the various correspondences and Standard Operating Procedures issued or written by the 1st defendant under the ref. Nos. of Ben Ugwu & Co. and the categorization of the 1st defendant as a member of Ben Ugwu and Co. in various minutes of meetings tendered [Exhibits II, JJ, KK and RR – RR2] showed that the claimant is actually the employer of the 1st defendant and that the claimant only seconded him to the 2nd defendant. Counsel cited Onumalobi v. NNPC [1999] 12 NWLR [Pt. 632] at 628 which defines whom an employer is to support the contention that the claimant is the employer of the 1st defendant irrespective of the fact that he worked in the premises of another person. Counsel also submitted that the reporting line clearly showed that the Resident Consultant was to report to the Deputy Managing Director through the Managing Consultant – Ben Ugwu and Co. who deployed the 1st defendant to the 2nd defendant. Counsel argued that the job description and the allowances spelt out by the claimant are being paid to the 1st defendant by the 2nd defendant have not been denied. Counsel submitted that claimant has sufficiently demonstrated to the Court through his reply pleadings and under cross examination that he allowed the 2nd defendant to effect payment directly to the 1st defendant to ease the payment traffic and for the convenience of the 1st defendant who would have suffered inconvenience in the circumnavigation that would have ensued had the money first to be paid to him [the claimant] before he again pays back to the 1st defendant. Counsel argued further that it could be reasonably implied that the work of the resident consultant deployed to the 2nd defendant company in Lagos is part of a composite service that the claimant renders to the 2nd defendant. Sequel to the foregoing, counsel submitted that the 2nd defendant cannot tie the N250, 000.00k consultancy fee to the visiting of the Managing Consultant whose eye and interest the resident consultant serves in the 2nd defendant. Arising from this, counsel argued that as long as the resident consultant remains in the service of the 2nd defendant, paragraph 14 of Exhibit AA1 – AA2 mandates that the claimant remains entitled to his fees. Counsel submitted that there is no time the stoppage of the claimant’s work was communicated to him; more so when the 1st defendant deployed by the claimant still remains in his duty post at the 2nd defendant. Counsel argued further that the issue of automatic termination of claimant’s right by virtue of failure of the 1st defendant to produce guarantor/referee as required cannot avail the defendant but only avails the claimant who has waived it by allowing the 1st defendant to remain in his duty post. Counsel submitted that if the 1st defendant genuinely believes that his contract with the claimant has been jettisoned by mutual agreement at the meeting of February, 2009, why then is he at the same time placing reliance on referee/guarantor clause in the appointment he claimed has been jettisoned? Counsel submitted that this amount to blowing hot and cold at the same time; and inequitable. Counsel commended, Emeshie v. Abiose [1992] 2 NWLR [Pt. 172] 194 at 200; Alade v. Alic [Nig.] Ltd [2011] 46 [Pt. 2] NSCQR at 946; Gaaba v. Lobi Bank [Nig.] Ltd [2003] FWLR [Pt. 173] 106; Buswell v. Godwin [1971] 1 All ER 418; Addedeji v. National Bank of Nig. Ltd [1989] 1 NWLR [Pt. 96] 212; Adimorah v. Ajufiro [1988] 6 SCNJ 18; Ajibade v. Pedro [1992] 5 NWLR [Pt. 241] 257; Ogwuru v. Co-operative Bank of Nig. Ltd [1994] 8 NWLR [Pt. 365] 685; and Winter Garden Theatres [London] v. Millennium Production [1948] AC 173, to the Court. Counsel submitted that all the above authorities are to the effect that a party should not be allowed to reap from his own deliberate wrong doing; as a court of law would not allow itself to be used as an instrument of fraud. Counsel also cited National Insurance Corp. of Nig. V. Power & Industries Eng. Co. Ltd [1986] 1 NWLR [Pt. 14] 1 at 5 per Aniagolu JSC to the effect that equity inclines itself to good conscience and would expect parties to take the benefits and endure the burdens of contracts at the same time. Counsel argued that the claimant under cross examination has testified that he wrote the referees of the 1st defendant and that one of them replied and tendered copies of the letters on referees via exhibits MM, MM1, and MM2. Counsel submitted that the submission of counsel to the defendant that these letters were written after the claimant saw the defence of the defendants amounted to saying that the claimant forged the said letters. Counsel submitted that this is a criminal allegation in a civil suit, which as required by law, has not been substantiated in any form, as the ipsi dixit of counsel does not amount to evidence in Court. Counsel cited Okoya v. Santilli [1991] 7 NWLR [Pt. 206] 258 at 768 to the effect that the courts frown on such insinuations from counsel. Counsel argued further that it is rather the defendants that are estopped from resiling on their contractual relationship with the claimant via Exhibits AA1 – AA2 and FF. On this note, counsel cited Attorney-General of Nasarawa State v. Attorney-General of Plateau State [2012] All FWLR [Pt. 630] p. 1262 at 1283; National Insurance Corp. of Nig. V. Power & Industries Eng. Co. of nig. [supra]; and Black’s Law Dictionary, 9th Edition, p. 630 [sic]. Counsel subsequently argued that the 1st defendant contractual relationship as could be garnered from Exhibits AA1 – AA2, FF, and GG1 – GG2 could be inferentially summarized as follows: (i) That for a consideration of N230, 000.00 and other allowances as shown in Exhibit FF, the 1st defendant agreed to provide work and services for his master in the 2nd defendant company to whom his master the claimant is a Managing Consultant; (ii) That 1st defendant impliedly or expressly agreed to be subject to the control and supervision of the claimant, which the 2nd defendant agreed to by conduct and necessary implication; and (iii) That the other provisions of Exhibits AA1 – AA2, FF and GG1 – GG2 are consistent with the establishment of a contract of service. Arising from the above, counsel urged the Court to hold that the claimant has, by credible evidence, proved his contract of employment of the 1st defendant whom he merely deployed to the 2nd defendant as resident consultant and the breach of same induced by the 2nd defendant; and as such entitled to the remedies claimed. Counsel therefore argued that the heavy weather sought to be made by the defence counsel on the claimant’s failure to call some witnesses he had indicated he would call cannot be held fatal to the case of the claimant. Counsel argued that what matters is not the quantity of evidence but its quality; and that section 149 [d] of the Evidence Act could only be successfully invoked in a situation where it is shown that the witness not called had a piece of evidence which could only be adduced by none but himself alone. Where this is not proved or where another witness could as well give this evidence, then the section is inapplicable. Counsel argued that the emphasis of section 149 [d] is on failure to adduce existing but deliberately withheld evidence. Counsel submitted that the defendants have not met any of the preconditions for applicability of section 149 [d] of the Evidence Act. Counsel rested his arguments on the following authorities: Jekpe v. Alokwe [2001] FWLR [Pt. 47] 1014; Akindipe v. State [2012] All FWLR [Pt. 638] 805; and Onwujuba v. Obienu [1991] 4 NWLR [Pt. 183] 16 SC. Counsel replied to the argument of the defence that failure to cross examine on some aspects of the testimonies are fatal to the case of the claimant that it is not in all situations that cross examination is necessary; and that a party need not cross examine when he has adduced sufficient evidence in prove of his case. Counsel cited Chief Samsudeen Afolabi Ayorinde & 3 Ors. v. Chief Hassan Sogunro & Ors. [2012] All FWLR [Pt. 636]. Counsel submitted that all the authorities cited by the defence counsel on the issue of failure to cross examine are not relevant to the issue and peculiar circumstances of this case. Counsel cited Ogola v. State [1991] 2 NWLR [Pt. 142] 111 at 118, to the effect that authorities must be related directly to a case to be relevant. Counsel finally urged the Court to find on issues Nos. 1 and 2 in the claimant’s favour and against the defendants. Counsel thereafter moved to issues Nos. 3 and 4. Counsel commenced his arguments by saying that the claimant having carefully proved his contract of employment of the 1st defendant and its breach, then it follows that he is entitled to damages. Counsel submitted that the bases of the claimant’s entitlement to the reliefs claimed are copiously set out in paragraph 43 [a] – [k] of the claimant’s witness statement on oath admitted in evidence as Exhibit CW1 and Exhibit CW2; and that these reliefs were all anchored on the terms and conditions contained in Exhibits AA1 – AA2, FF and GG – GG2. Counsel argued that reliefs No. 43 (a) – (i) are distilled from the terms and conditions laid down in the 1st defendant’s letter of appointment from the claimant – Exhibit AA1 – AA2. Counsel submitted that the 1st defendant who has all along been enjoying the benefits of his employment cannot shy away from the burdens of the employment. Counsel cited Olatunbosun v. N.I.S.E.R. Council [1988] NSCC [Vol. 19] 1025, to the effect that an employee cannot derive his security of employment other than from the body employing him. Counsel argued that a contract may be in any form; and in this respect cited: Longe v. First Bank [2010] 6 NWLR [Pt. 1189] 1 SC, and Johnson v. Mobil Producing [Nig.] Ltd [2010] 7 NWLR [Pt. 1194] 462. Counsel contended that the contract of employment for service is justified within the peculiar circumstances of this case; and that the Court cannot look outside the terms and conditions stipulated in the contract. He cited Daodu v. United Bank for Africa Plc [2004] 9 NWLR [Pt. 878] 276 to back up this submission. Counsel thereafter moved to the issue of the claimant’s claims against the 2nd defendant. Counsel submitted on this aspect of the case that the Court should take a look at the unchallenged testimonies in Exhibits CW1 and CW2, particularly the testimonies of the claimant at paragraphs 37, 38 and 39 [a] – [d] of Exhibit CW2. Counsel argued that since the 2nd defendant has continued to enjoy the services of the 1st defendant deployed to her by the claimant, the claimant is entitled to the payment of all his retention fees of N250, 000 per month which has accumulated to N4, 000, 000.00k from June, 2011 till October, 2012 [16 months] as at the date of institution of this action; and additional N250, 000 for every subsequent month the 1st defendant remained as a Resident Consultant with the 2nd defendant until the contract is properly determined. Counsel submitted that the 1st defendant did not challenge the fact that he is a resident consultant with the 2nd defendant and that all the minutes of meeting refer to him as such [Exhibits RR – RR2] including the e-mail correspondences tendered by the claimant in Court. Counsel further submitted that Exhibits AA – AA2, FF and GG all attested to this fact. Counsel submitted that he has been raising bills for and on behalf of the claimant, particularly the outstanding N3, 333, 330. 00k; and that he was put on notice to produce these but he failed thereby incurring the presumption of section 149 [d] of the Evidence Act. Counsel submitted that the minutes of meetings [Exhibit RR – RR2] prepared by one Kunle Ojo who is working with the 2nd defendant has not been denied by the said Kunle Ojo. Counsel said these minutes of meetings are mail correspondences sent to the claimant by the 1st defendant. Counsel said the challenge by the defendants on Exhibit RR – RR2 has been cleared when DW2 agreed under cross examination that he was not the only person who used to prepare minutes of meetings. Counsel submitted that the arguments on the non-signature of the minutes of meetings tendered goes to no issue. [no authority cited] Counsel submitted that where there is breach of contract the injured party is without ado entitled to general damages to assuage his injury and that that is the basis of paragraph 43 [d] and [i] of the witness deposition on oath; and that general damages does not need special proof. Counsel cited A.N.T.S. v. Atoloye [1993] 6 NWLR [Pt. 298] 233 and Framo Nig. Ltd. v. Shaibu Daodu [1993] 3 NWLR [Pt. 281] 372. Counsel submitted on the claim of 10% interest rate on the judgment sum that this Court is empowered to grant same by virtue of A.G. Ferrero v. Henkel Chemicals [2011] 46 [Pt. 2] NSCQR 822 at 839 – 840. Counsel argued in respect of cost, that as claimed in paragraph 43 [k] of Exhibit CW2, that the same is justified in law and equity because it is trite law that cost follow events. He referred the Court to Worno v. V.A.C Ltd [1956] 1 FSC 33 at 34; Biode Pharmaceutical Ltd v. Adsell Ltd [1986] 5 NWLR 1070. Specifically on issue No. 4, counsel argued that this Court has the jurisdiction to entertain the claims on tax services rendered to the 2nd defendant vide his contract for service as a professional and managing consultant to the 2nd defendant. Counsel contended that this is because the tax claim is not only incidental to the cause of action but forms a composite part of same; therefore cognizable before this Court by virtue section 254C – [1] [a] of the 1999 Constitution [as altered]. Counsel argued that the claimant’s claim is not the same as the issues of tax covered by section 251 of the 1999 Constitution. Counsel also argued on the issue of N2, 333, 330.00k being claimed that the entitlement of the claimant to the said sum is not barred by estoppel simply because the 2nd defendant said it has paid N1million ex-gratia. Counsel cited Peugeot Automobile of Nigeria Plc v. Oje [1997] 11 NWLR [Pt. 530] at 625 to define the meaning of “ex-gratia”. Counsel argued further that there is no where the claimant held out himself as having forfeited his right to the sum by accepting N1 million in lieu of final and total settlement of the sum. Counsel argued that the claimant has rather by his deduction of the N1 million from the total sum leaving a balance of N3, 333, 330.00k showed that is an honest man. Counsel argued that the claimant gave graphical evidence of his entitlement in Exhibits CW1 and CW2. Counsel argued to the effect that the testimonies of the claimant on this were not challenged under cross examination. Counsel backed up his submissions in this wise by arguing that where oral evidence has been given unchallenged on issues of special damages as in the instant case of tax fees in line with pleadings, such items are deemed proved. He relied on Audu v. Okeke [1998] 3 NWLR [Pt. 542] 373 and Araba v. Elega [1986] 1 NWLR [Pt. 16] 333 to buttress his argument. Counsel therefore urged the Court to grant the relief on tax matters as contained in paragraph 43 [e] and [h] of Exhibit CW2. Counsel finally urged the Court on the whole to answer all the issue formulated in favour of the claimant and enter judgment in the claimant’s favour. The defendants through their counsel filed a joint Reply on points of Law. Counsel to the defendants argued that contrary to the contention of counsel to the claimant, the testimonies of DW1 and DW2 in relation to paragraphs 19 – 21 of the Statement of Defence which are unchallenged and uncontradicted are evidence of subsequent oral agreement between the claimant, the 1st defendant and the 2nd defendant. Counsel submitted that contrary to the contention of the counsel to the claimant, it is not oral evidence to vary or add to the contents of Exhibits AA1 – AA2, FF and GG – GG2. Counsel submitted further on this issue that section 132 [1] [d] of the defunct Evidence Act, now section 128 [1] [d] of the extant Evidence Act permits such evidence as exception to the rule of exclusion of oral evidence to vary documentary evidence. Counsel also submitted that the unassailability of his contention herein is accentuated because of the fact that the counsel at the other side overlooked the defendants’ submissions that Exhibits AA1 – AA2, FF, FF1, and GG – GG2 do not constitute a contract in law. Counsel contended that the unchallenged evidence of DW1 and DW2 is to the effect that assuming there was a valid contract; a modification of the said contract was done at the subsequent oral meeting. Counsel relied on R.C.C. Nig. Ltd v. Edmwonyi [2003] 4 NWLR [Pt. 811] 513. Counsel also argued further that counsel to the claimant overlooked the fact that DW2 is not a party to Exhibits AA1 – AA2, FF and GG – GG2. Counsel submitted that that being the case, DW2 cannot be precluded from given evidence of what was agreed between the claimant and the 2nd defendant at the subsequent meeting. On this count, counsel take refuge under the authority of section 130 [2] of the Evidence Act, 2011, to the effect that a person may prove any fact which he is entitled to prove notwithstanding the existence of any document. Counsel also replied to the accusation of approbating and reprobating and argued that the contention is misconceived as it overlooked the fact that the submissions in issue were couched alternative submissions. Counsel cite the case of STB Ltd. v. Anumnu [2008] 14 NWLR [Pt. 1106] 125 at 155, paras. B – E to buttress his point. On issue No. 3 as formulated by the counsel to the claimant, defence counsel replied that however brilliant a counsel submission might be, it cannot take the place of evidence. He relied on: Olatunji v. Waheed [2012] 7 NWLR [Pt. 1298] 24 at 50, para. D and Buhari v. Takuma [1994] 2 NWLR [Pt. 325] 183 at 191. Counsel argued that there is no evidence of claimant’s entitlement to the claims made other than the ipsi dixit of counsel. On issue No. 4, counsel argued in reply that the contention of counsel to the claimant that the claimant’s evidence on tax matters was not controverted that the submission overlooked the settled principle of law that a party cannot give contradictory evidence. He contended that the claimant merely repeated paragraph 43 [e] of CW2 and proceeded to give contradictory evidence in proof of same thus: 42. That I decided to collect the N1 million which the 2nd defendant company paid on Tax consultancy to narrow his [sic] legal claim to the Internal control Consultancy… Counsel submitted that the above, apart from showing that the claimant had abandoned his claim to the remainder, is also contradictory evidence to his present claim of entitlement to the remainder sum; and that this amounts to approbating and reprobating. Counsel finally urged the Court to discountenance those submissions not borne out of the evidence before the Court. This marks the end of addresses from counsel; and the stage is now set resolve the issues raised. I must say that I have given the processes filed in this case the most careful consideration. I have also carefully digested the authorities adduced by counsel on both sides. I have also carefully perused the issues formulated by the counsel. I must say I am not satisfied by the issues formulated by both counsel. I therefore proceed to formulate the issues that I feel arise from the facts of this case and are quite capable of resolving the issues. They are as written hereunder: 1. Whether the 1st defendant is a staff of the claimant deployed to the 2nd defendant with the consent of all parties, and if, whether the 1st and 2nd defendants are in breach of the contract? 2. Whether this Hon. Court has jurisdiction to entertain the claims relating to the contract of tax consultancy by the claimant against the 2nd defendant? In answering my issue No. 1 as formulated above, the first port of call is to examine whether a triangular contract of deployment exists as claimed by the claimant. The triangular contract presupposes a chain linking the various contracts together. And the Court of Appeal has said, in Gege v. Nande [2006] LPELR – 7679 [CA] paras. C- D, while talking of the nexus of ingredients to establish res-judicata, that the link must remain unbroken: To sustain the plea of res-judicata, however, all these essential ingredients must co-exist, and break in the link chain shall render the plea unsustainable. Still talking of the importance of link in a contract, the Court of Appeal in GTB Plc v. Anyanwu [2011] LPELR – 4220 [CA] p. 20, paras. A – C, held: The conduct of the parties must be unequivocally traceable to the transaction to constitute acceptance. Where there is a missing link between the conduct of the parties and the transaction, a Court of law will not be prepared to hold that a valid contract exists between them. The analogies quite illustrate what is required in a chain contract involving several transactions as these: there must be a connecting nexus to tie the contracting parties together. In this particular case, the connecting nexus is the contract connecting the three parties together. In realization of this, all the parties have put great emphasis on Exhibit FF1. The contents of Exhibit FF1 are reproduced hereunder in full: From: “Onyeka Onyeibor”… To: scokoll@emzorpharma.com Cc: nokoro@emzorpharma.com Untitled – [1.2] (125b) AUGUSTINE CHEKWUEGGU – JOB DESCRIPTION. doc (29KB) CONSULTANCY FEES AND ALLOWANCES. doc (20KB) Dear Ma, Please find attached the job description and terms of engagement of the resident consultant as sent by chief ben. we [sic] agreed all the points. the [sic] tenure of the engagement is better one year and not two years as reflected. he [sic] has also offered to visit every last Friday of the month to evaluate progress. this [sic] i [sic] think is good and will help us on monthly basis to define the contribution of the resident consulatant. for [sic] vehicle, i [sic] him we arrange for a car but not immediately. we [sic] look at the situation in march [sic] and may have to give the hyundai now in the pool to him. Best [sic] wishes onyeka [sic] [Underlining for emphasis] While the claimant’s emphasis on Exhibit FF1 is that it constitutes acceptance from the 2nd defendant, the interpretation given to it by the defendants is that it does not as it contains a variation as underlined above. In a contractual relationship, certain ingredients are inalienable. One of these is ‘acceptance’. Does the above-quoted communication [exhibit FF1] constitute acceptance in law? Before this question is answered, let me define what is meant by acceptance in law. For this, I rely on the M.C. Okany, Nigerian Commercial Law, African-Fep Publishers Ltd, 1992, p. 53, where the learned author said: An acceptance is the final expression of assent to the terms of an offer. By acceptance the offeree indicates his intention and willingness to be bound by the terms of the offer. When an offer is accepted, it is transformed into a promise and a breach of it will give rise to an action. The views expressed by the learned author above seemed to have been confirmed when the Supreme Court held in Nneji v. Zakhem Con. [Nig.] Ltd [2006] p. 16, paras. C – D that: “It is trite law that an offer must be accepted in order to crystallize into a contract”. The question then is: are the contents of exhibit FF1 indicative of acceptance in law? This must lead me to examine how an acceptance is validly expressed. Again I turn to the learned author M.C. Okany [supra] at p. 53, wherein he again said: For acceptance to be valid, it must be unqualified. It must correspond with the offer. Any variation or modification of the offer while accepting, or any acceptance which is dubiously expressed will be invalid. In other words, a reply to an offer is only effective as an acceptance if it accepts all the terms of the offer without equivocation, qualification or addition. An attempt to accept an offer with qualification or addition operates as a counter-offer and not an acceptance. [Underlining supplied for emphasis] The above view seemed also to have been confirmed by the Supreme Court in The Executive Secretary [FPCN] v. Ajayi-Obe [1975] LPELR – 3170 [SC] p. 6, paras. E – F when it held that “One of the most elementary rules of the law of contract is that there must be a definite offer by the offeror and a definite acceptance by the offeree” When Exhibit FF1 said “tenure of the engagement is better one year and not two years as reflected”; could it be said to have demonstrated a definite acceptance? The answer, to my mind, is an emphatic no! An acceptance to be valid must not be qualified in any form: where there is any variation howsoever termed, it is no longer an acceptance but a counter offer. The Supreme Court in, Best [Nig.] Ltd. v. Blackwood Hodge [Nig.] Ltd [2011] LPELR – 776 [SC] p. 41, paras. A – C, has clearly laid down the law: An offer must be unconditionally and unqualifiedly be accepted. Any addition to or subtraction from the terms of the offer is an alteration to the terms and amounts to a total rejection of the offer by the offeree. The terms embedded in the rejection may form the basis for the formation of a new agreement. This is what amounts to a counter-offer. Going further in the same case quoted above, the Supreme Court emphatically stated at p. 41, paras. D – F thereof that “the legal effect of a counter-offer is to repudiate the original offer so that cannot subsequently be accepted by the offeree” Let me temporarily rest the case on the issue of acceptance [I shall come back to it anon] in order to examine another very important pertinent issue connected with Exhibit FF1. This is whether Exhibit FF1 even constitutes acceptance in the absence of the clause which I have held constitutes a counter-offer. From all indications discoverable from the contents of the exhibit, it is crystal clear that the exhibit was not meant for the consumption of the claimant. It is clear that it was a correspondence from a junior officer to a superior in the organogram of the 2nd defendant and was not in any way communicated to the claimant. The tenor of the contents showed unequivocally that it was meant to report the outcome of a meeting with the claimant and recommendation thereof to a superior officer who has the power to confirm. Even if this document, as argued by the claimant, found its way into the claimant’s possession, as has happened herein, it cannot be the basis of any contract. It is an inchoate document. The claimant has to show additional evidence that the recommendation of the junior officer was indeed ratified by the superior officer. Until this is done, there cannot in law be an acceptance. The learned author G.H. Treitel, in his popular book, The Law of Contract, Stevens & Sons, London, 1979 p. 16 says: The general rule is that an acceptance has no effect until is communicated to the offeror. The learned author M.C. Okany [supra] at p. 56 elaborated on the principle in the following lucid and evergreen words: The general rule is that acceptance of an offer is not complete until it has been communicated to the offeror either by the offeree himself or by his duly authorized agent. Therefore, acceptance becomes operative only when it has been communicated to the offeror. Communication in this sense means actual notification to the offeror or to his agent duly authorized to receive an acceptance. This rule applies not only to cases where parties are contracting in each other’s presence, but also to cases where the negotiations are conducted over the telephone or by teleprinters. Thus, if the offeree accepts an offer by words of mouth or [which is the same] by telephone, and the words are inaudible or drowned by a passing aircraft, no contract is formed at that moment, and the offeree must repeat his acceptance so that the offeror can hear it A mere mental resolve on the part of the offeree to accept an offer, i.e. an intention to accept, but which has not been communicated to the offeror is ineffectual. In other words, silence, or a mental acceptance or an un-manifested assent to an offer will not constitute a contract. There must be an external manifestation of assent, some words spoken or act done by the offeree or by his authorized agent which the law can regard as the communication of the acceptance to the offeree. The question is: can a communication addressed to a superior officer in an organization amount to communication of acceptance to an outsider like the claimant herein? To my mind, the answer is no. Even if it is assumed that the answer is yes, this does not cure the malignant nature and defect of exhibit FF1. The contents showed clearly that the 2nd defendant has not reached agreement on what the terms of the contract should be and that the writer was merely seeking approval for the contents. This shows that further document, and if not, at least oral testimony must indicate that this concrete approval was gotten to go ahead as proposed; and this is plainly lacking in this respect. The cumulative effect of all that I have been saying above is that either based on the doctrine of counter-offer or on the failure to communicate acceptance as required by law or on the doctrine of inchoate document, it follows that a vital missing link exists in the purported contract between the parties. It has been held in Shema v. Masari [2011] LPELR – 9181 [CA] p. 38, paras. C – D that: It is well settled that where there are gaps in the case put forward by a party; it is not within the province of a court to fill the gaps. Based on the above, I hold that a huge gap exists in the case presented by the claimant; and that it is not the duty of this Court to fill this gap. It must be filled by the claimant himself by the production of cogent and admissible evidence in that behalf. I hold also that this has not been done in this case. The Supreme Court has clearly stated in Nwobodo v. Onoh [1984] LPELR – 2120 [SC] p. 44, that: It is trite law that a plaintiff or a petitioner for that matter must succeed on the strength of his case and not on the weakness of the defence. With this huge gap identified, I hold that a contract of deployment between the tripartite has not been established. I therefore resolve issue No. 1 as formulated above in favour of the defendants and against the claimant. I now come to the second issue which deals with the contract of consultancy on tax matters. The defence is of the opinion that being a tax matter, this Hon. Court lacks the jurisdiction to entertain it by virtue of section 251 of the 1999 Constitution [as altered]. The other party, that is the claimant, argued contrarily, that being an incidental contract to the main contract of employment between the parties this Court has the jurisdiction by virtue of section 254C [1] of the 1999 Constitution [as altered]. In resolving the controversy, I need to point out an important factor not well digested in the arguments of counsel, especially the defence counsel, at the outset. I disagree with the defendants’ counsel that the contract in issue has anything to do with section 251 of the 1999 Constitution as argued. It simply has nothing to do with it. For the avoidance of doubt, the relevant provisions of section 251 of the 1999 Constitution are contained in section 251 [1] [b]; and it provides thus: 251. (1) Notwithstanding anything to the contrary contained in this Constitution and in addition such other jurisdiction as may be conferred upon it by an Act of the National Assembly, the Federal High Court shall have and exercise jurisdiction to the exclusion of any other in civil causes and matters – (a) … (b) connected with or pertaining to the taxation of companies and other bodies established or carrying on business in Nigeria and all other persons subject to Federal taxation; It is clear from the above what the jurisdiction of the Federal High Court is in relation to taxation. The jurisdiction, to my mind, is to cover matters arising from the payments of non-payments of taxes and the assessment of what to pay; and the disputes arising therefrom. It does not, to my mind, cover issues relating to independent contractor who has been retained to advise a company on issues of taxation and the fees payable thereof. Such issues are plainly issues of contractual relationship between an independent contractor and the company hiring him just like issues of banker-customer relationship. However, this does not in any way solve the issue of which court has jurisdiction over the matter. Having held that the issue involved is that of independent contractor and its hirer; it remains to examine whether the contract in issue is an incidental contract to the contract of deployment, as claimed by the claimant. To my mind, the arguments of the claimant seem to be that he has one composite contract divided into two with the 2nd defendant. This to my mind does not seem to be saying anything different from saying there are two different contracts he has with the 2nd defendant; the difference between the two being the difference between half a dozen and twelve, such that the result would not be different. Whether or not there is a composite contract or two different contracts, the facts remain that the laws governing the two different aspects of the contract might not be the same. In fact, to my mind, there are actually two different types of contracts: one involves tripartite parties; which has just been disposed of in issue No. 1 above, the other one involves two parties, the claimant and the 2nd defendant alone, excluding the 1st defendant this time around; and forms the fulcrum of issue No. 2 under consideration. The question is: can the claimant bring an independent action on this contract? The answer is yes. The only reason it seems convenient to try it together with the other cause of action being that the claimant has another action with the same 2nd defendant. It would therefore be just that if the same court has jurisdiction over the different matters, it tries them together at once. But where the court does not possess the requisite jurisdiction, the claimant is left with no option than to institute different actions on the two separate causes of action. Herein lies the key to the riddle of which court is seised of jurisdiction on the tax consultancy issue. And to this I proceed to examine. I have held that the contract is one of independent contractor against his hirer. Does this Court have jurisdiction over cases of breach of contractual relationship between an independent contractor and his hirer? I must say the jurisdiction of this Court revolves around employer-employee relationship? Is that type of relationship applicable to contractual relationship of an independent contractor and his hirer? The learned authors, S.B. Marsh and J. Soulsby, Business Law, McGraw-Hill Books Company [UK] Ltd, 1981, p. 189 throw illuminating words on the issue: 1. The Control Test. This relatively simple test, which was evolved in the nineteenth century, provides that a contract of employment exists when the employer has control over the manner in which the employee performs his work. The employee cannot only be told what to do, but also how to do it. In contrast, the independent contractor is the specialist regarding performance and, whilst he can be told what to do, how he does it is his own concern and responsibility. 2. The Organizational Test. In Stevenson, Jordan and Harrison Ltd v. Macdonald and Evans [1952], [Unit 22], Denning, LJ, said: ‘It is often easy to recognize a contract of service when you see it, but difficult to say wherein the distinction lies.’ After giving a number of examples, he continued, ‘Under a contract of service, a man is employed as part of a business, and his work is done as an integral part of the business; whereas under a contract for service, his work, although done for the business, is not integrated into it but is only accessory to it.’ From the above, it is clear that an independent contractor does not have employer-employee relationship with his hirer. The only thing that connects them is the contract for service. This exactly is the relationship that subsists between the claimant and the 2nd defendant in relation to the tax consultancy services he rendered to the 2nd defendant; and from which issue No. 2 is distilled. Arising from the above, I have no hesitation in holding that this Hon. Court has no jurisdiction to entertain the issues arising from tax consultancy being issues arising from independent contractor-hirer relationship. It follows that issue No. 2 is also resolved in favour of the defendants and against the claimant. The counsel to the defendants has urged the Court to dismiss the case of the claimant in its entirety. In view of my holding on issue No. 2, what is the appropriate order to make on that issue? The Supreme Court has held in Oloriode v. Oyebi [1984] LPELR – 2591 [SC] p. 27, paras. F – G: I think the proper order when the court has no jurisdiction to adjudicate upon a matter for whatever reason, … is to strike out the action. I have held that this Court has no jurisdiction over issue No. 2 relating to contractual fees on tax consultancy allegedly rendered by the claimant to the 2nd defendant. It follows, in obedience to the above-quoted dictum of the Supreme Court that, the proper order to make is one striking out that aspect of the case. I therefore strike out all aspects of the claimant’s case relating to issues arising from tax consultancy as distilled in issue No. 2 above. As regards issues connected with issue No. 1 above, that is, issues dealing with deployment contract between the three parties, having considered them on the merits, they are accordingly dismissed in their entirety. No cost is awarded. ………………………………….. Hon. Justice B.A. Adejumo, OFR President, National Industrial Court of Nigeria