IN THE HIGH COURT OF IMO STATE OF NIGERIA
IN THE HIGH COURT OF OWERRI JUDICIAL DIVISION
HOLDEN AT HIGH COURT OF JUSTICE, OWERRI
THIS THURSDAY THE 7TH DAY OF NOVEMBER, 2024
BEFORE HIS LORDSHIP: – HON. JUSTICE I. M. NJAKA
SUIT NO: HOW/308/2014
BETWEEN
SYLVESTER AMADI-OBI PLAINTIFF
(Trading under the name and
style of Amadi-Obi & Co)
AND
US HOME DEPOT DEVELOPMENT
INTERNATIONAL LTD. DEFENDANT
JUDGMENT
This a reassigned matter. The Plaintiff, a legal practitioner, by a writ dated the 7 day of May 2014, initiated this suit claiming a total sum of N17,033, 375.00 (Seventeen Million, Thirty-Three Thousand, Three Hundred and Seventy-five Naira) as professional fees and interest in the said professional fees and damages. The statement of claim was amended vide a statement of claim dated 7/1/2019 with the same claim.
The Defendant filed a defence dated the 13 day of May 2019, to which the Plaintiff filed a reply to the defence dated 28/5/2019.
The Plaintiff Witness 1 (PW1), Mr. Sylvester Amadi-Obi, adopted his written depositions. In paragraph 3 of his deposition, he referenced a letter dated May 25, 2006, which he identified and sought to tender in evidence. The Defendant’s counsel, Mr. Iheanacho, raised no objection to its admission. The court admitted the letter and marked it as Exhibit A. In paragraph 10 of his deposition, Mr. Amadi-Obi mentioned an acknowledgment letter dated December 5, 2012. He identified the letter and tendered it as evidence. Again, Mr. Iheanacho raised no objection, and the court admitted the letter, marking it as Exhibit B.
In paragraph 11 of his deposition, the witness mentioned a letter dated January 7, 2013, regarding the Defendant’s claim of no outstanding debt. He identified the letter and sought to tender it. With no objection from the Defendant’s counsel, the court admitted the letter, marking it as Exhibit C.
In paragraph 12 of his deposition, Mr. Amadi-Obi referred to a letter he had sent on January 17, 2013, requesting payment of his outstanding fees. He identified the letter and sought to tender it in evidence. This time, the Defendant’s counsel objected, arguing that they were not aware of the letter and had not been served with it. They also raised concerns that there was no proof of email delivery or acknowledgment of receipt. Despite these objections, the Plaintiff maintained that the letter had been served both by email and in hard copy. After considering the relevance of the letter, the court exercised its discretion to admit it, noting that its worth would be determined during the evaluation stage of the case. The letter was marked Exhibit D.
Finally, in paragraph 12 of his deposition, Mr. Amadi-Obi mentioned a reminder letter dated April 30, 2014. He identified the letter and sought to tender it in evidence. With no objection from the Defendant’s counsel, the court admitted the letter, marking it as Exhibit E.
In his evidence, in the adopted depositions, Sylvester Amadi-Obi, a legal practitioner, was appointed as the solicitor for the defendant company (a developer of Heartland Court Estate, Owerri) on May 25, 2006. His role was to prepare deeds of sale for houses in the estate and related legal documents. It was agreed that for every house sold in the estate, Amadi-Obi would receive 2.5% of the sale value from the defendant, while the purchaser would pay him 7.5%. Additionally, Amadi-Obi was tasked with preparing contract agreements and representing the defendant in court cases, for which he was entitled to professional fees. Amadi-Obi prepared 49 deeds of sale, with a total value of ₦22,036,500, entitling him to ₦5,509,125 (2.5% of the value). He also prepared six contract agreements worth ₦98,800,000, for which he was entitled to 10% as professional fees (₦9,880,000). Additionally, he represented the defendant in five court cases, charging ₦4,000,000 in total.
The defendant made partial payments totalling ₦2,355,750, which included ₦855,750 for seven deeds of assignment, ₦1,000,000 on account, and ₦600,000 as part of professional fees. After deducting the partial payments from the total fees owed, the defendant still owes ₦17,033,375 to Amadi-Obi.
Following the defendant’s instructions, Amadi-Obi handed over all court case files to A.U. Uche & Associates on December 5, 2012, as acknowledged by the latter. The defendant later claimed, via a letter dated January 7, 2013, that it was not indebted to Amadi-Obi. In response, Amadi-Obi sent his bill on January 17, 2013, but no resolution was reached despite several meetings. Amadi-Obi urged the court to grant his claim for the amount outstanding.
Stating further, Amadi-Obi reiterated that he is the plaintiff and a legal practitioner, confirming his previous statements regarding the facts of the case and his professional relationship with the defendant. He emphasized that the fees he charged the defendant for preparing contracts and representing them in court were lawful and in accordance with the original agreement. He denied any negotiation to reduce the court case fee from ₦4,000,000 to ₦1,000,000, clarifying that the ₦1,000,000 paid was only a part-payment of the fees.
Amadi-Obi noted that he used his relationship with the Academic Staff Union of Universities (ASUU), FUTO Branch, to facilitate the sale of 30 houses, valued at ₦300,000,000. However, the defendant failed to pay commissions to the facilitators, including Amadi-Obi, until pressured via a suit (HOW/334/2016), where they settled out of court. He clarified that he was not claiming any agency fees, as the commission from the ASUU transaction had already been settled. Amadi-Obi denied any fraudulent actions, such as swapping letters or attempting to deceive the court. He also rejected allegations of diverting the defendant’s clients, clarifying that the defendant deals with customers, not clients, and that all prepared legal documents were properly delivered.
He reaffirmed that the defendant owes him fees for the services he rendered, despite handing over all the title deeds and other necessary documents after being debriefed. He made a final appeal to the court to recognize the truthfulness of his statements under the Oaths Act of 2004.
During the cross-examination of PW1, Mr. Sylvester Amadi-Obi, conducted by Mr. Iheanacho, Mr. Amadi-Obi confirmed that he was authorized by the defendant to act as their external solicitor, and the authority given to him outlined his responsibilities. When questioned about whether he was bound solely by the terms of the engagement letter, Mr. Amadi-Obi responded that while the letter outlined his role, he was also asked by the defendant to perform additional duties that were not specified in the original engagement letter. He stated that for some of these additional tasks, he was paid, while for others, he was not.
The cross-examiner attempted to establish that Mr. Amadi-Obi should not have performed any duties outside the specified terms of his engagement. Mr. Amadi-Obi rejected this notion, maintaining that the letter did not exclude him from performing other legal services, especially since the defendant had requested him to do so. The line of questioning also explored the legal concept of “execution” and “perfection” of deeds. Mr. Amadi-Obi clarified the difference: execution involves signing a legal document, while perfection involves its registration. He affirmed that he was responsible for both preparing and perfecting deeds for the defendant’s customers.
Mr. Amadi-Obi was questioned about the number of deeds he had prepared and perfected. He admitted that he could not recall the exact number of deeds prepared, estimating that it was over 100. However, he stated that the defendant only provided funds to perfect about six of them. The cross-examination focused on whether it was the defendant’s responsibility to provide funds for perfection. Mr. Amadi-Obi confirmed that while the defendant collected fees from property purchasers, it was the defendant’s responsibility to pay him for legal services, including perfection of deeds.
The defense counsel suggested that all the deeds prepared by Mr. Amadi-Obi were rejected by the Ministry of Lands. Mr. Amadi-Obi denied this, stating that he was unaware of any rejections and insisted that he had presented the documents for perfection himself In relation to his claim for ₦98,800,000 for preparing six contract agreements, Mr. Amadi-Obi confirmed that he was engaged by the defendant to prepare these agreements. He also stated that his fees were based on a fixed scale of charges, which did not require negotiation.
The defense argued that the preparation of contract agreements was not part of Mr. Amadi-Obi’s original engagement. However, Mr. Amadi-Obi asserted that he had been instructed to prepare contracts between the defendant and the contractors who built houses in the defendant’s estate, and that these agreements had been used by the defendant.
The cross-examination returned to the terms of the engagement letter, with defense counsel suggesting that Mr. Amadi-Obi’s duties were strictly limited to those explicitly stated in the letter. Mr. Amadi-Obi maintained that he had been instructed to handle various tasks, including representation in court, preparation of contract agreements, and handling the sale and registration of property documents.
Mr. Iheanacho further suggested that Mr. Amadi-Obi’s claim of ₦98,800,000 was surprising to the defendant and not part of any agreed terms. Mr. Amadi-Obi responded that he had submitted his bill for the work performed and did not understand the defendant’s reaction. When questioned about whether the documents he had prepared were perfected, Mr. Amadi-Obi admitted that while he had handed over the documents, they were not perfected due to a lack of funds provided by the defendant. He was also asked whether the engagement letter required him to negotiate the price of any document he prepared and perfected with the defendant. Mr. Amadi-Obi stated that he did not recall any requirement for negotiation.
Lastly, the defense questioned how the outstanding amount owed to Mr. Amadi-Obi was calculated. He responded that he had submitted a formal bill outlining how the fees accrued to him based on the services he provided.
PW2 -Augusta Ihebilike- In her written deposition, Augusta Ihebilike, the secretary of Amadi-Obi & Co., affirmed she works as a secretary at Amadi-Obi & Co. She was instructed to retrieve an email that contained a solicitor’s fee sent to Ngozika J. Nwaneri, the Managing Director of US Home Depot International Limited. She successfully retrieved this email from the office computer. The computer was in regular use at the time to store, process, send, and receive emails. The information contained in the retrieved email was entered into the computer during its regular use and operations. The computer was functioning properly during the period it was used. The email was sent in the normal course of business operations. She swore that the information in her deposition was true and correct, according to the Oaths Law.
During her examination in chief, Augusta Ihebilike reaffirmed her written deposition. She confirmed her name and position as the secretary to Amadi-Obi & Co. She provided her residential address at No. 37 Madumere Street, Owerri, Imo State. She adopted her written deposition, made on 26th June 2020, as her evidence before the court. She specifically referred to a letter written to the solicitor, dated 17th January 2013, and sought to tender it in evidence. The letter dated 17-1-2013 was admitted as Exhibit F.
During cross-examination, she confirmed that her name is Augusta Ihebilike, and she gave her evidence in chief on 24th March 2022. When asked by defense counsel, Mr. Iheanacho, about the year she began working at Amadi-Obi & Co., she stated that she started working with the firm in 2016. Upon further questioning, she was asked whether she had ever met Ngozika J. Nwaneri, the Managing Director of US Home Depot International Limited (to whom the solicitor’s fee was sent). Augusta responded that she had never met Ngozika J. Nwaneri.
PW2, Augusta Ihebilike, served as a secretary to Amadi-Obi & Co., and her written deposition focused on her role in retrieving an email containing a solicitor’s fee that was sent to Ngozika J. Nwaneri. She confirmed that the email retrieval was conducted from the office computer, which was operating properly and was in regular use at the time.
During her examination in chief, Augusta reaffirmed the contents of her written deposition and successfully tendered the letter dated 17th January 2013 into evidence, which was admitted without objection and marked as Exhibit F.
In cross-examination, Augusta revealed that she only began working at Amadi-Obi & Co. in 2016, which implies she was not employed at the firm at the time the email and the corresponding solicitor’s fee were sent in 2013. Furthermore, she confirmed that she had never personally met Ngozika J. Nwaneri, the Managing Director of US Home Depot International Limited.
Defence
DW1, adopted his depositions made on 2nd November 2016 and 15th May 2019 as his evidence before the court tendering of Documents. In paragraph 3 of his 15-5-2019 deposition, DW1 mentioned a letter dated 26th May 2006. He tendered this letter, and it was admitted without objection from the plaintiff’s counsel (Amadi-Obi). The court admitted it as Exhibit G. DW1 also referred to two letters dated 7th January 2013 – One letter pertained to agency fee payment- The other related to the settlement of legal services. Both letters were tendered into evidence without opposition and were admitted by the court as Exhibits H and I, respectively. In paragraph 14 of his written deposition and paragraph 13 of the amended pleadings, DW1 mentioned a receipt dated 12th March 2010 (Receipt No. 00251). The court admitted the receipt as Exhibit J.
In his adopted written depositions, Peter Ozuruigbo, admits the first paragraph of the Plaintiff’s statement, with the correction that the Plaintiff’s office is not at No. 40 School Road, Owerri. The defendant acknowledges that it is a Nigerian-incorporated company and the developer of Heartland Court Housing Estate, Owerri. However, the defendant denies having any office or signpost at that estate. DW1 expressed surprise that the processes in the suit were reportedly hung at the estate’s gate without a court order for substituted service. DW1 indicated that the defendant’s former CEO, Uche Okoli, erroneously appointed Amadi Obi & Co. as the company’s solicitor on 25th May 2006. The letter stated that the company would pay 2.5% for the preparation and perfection of deeds, with other legal services to be negotiated. DW1 emphasized that no deeds were perfected and no documents have been exhibited by the plaintiff to support the claim.
According to DW1, the plaintiff failed to perfect any deeds for any house in the estate. Instead, the plaintiff sought to be included in the deal with representatives of Federal University of Technology, Owerri (FUTO), who were interested in purchasing buildings. The representatives agreed in writing to pay the plaintiff N1.2 million, following a request from the defendant’s chairman for the plaintiff to be included in their N3.7 million payment. This amount, DW1 argued, was the final payment to the plaintiff, described as “agency fee or whatever name called.”
The draft deed of assignment prepared by the plaintiff was rejected by the Ministry of Lands, which preferred a deed of sublease. DW1 tendered letters dated 7th January 2013 and 14th January 2013, along with the rejected deed, as exhibits.
DW1 refuted the claim that the company had agreed to pay the plaintiff 10% for contract agreements and N4 million for five cases. He asserted that the agreed-upon fee for all retainership services was N1 million, which was paid directly to the plaintiff by the chairman of the defendant company. DW1 maintained that the defendant has no outstanding debt to the plaintiff, as all bills had been paid, which was confirmed by a letter dated 7th January 2013 (tendered as an exhibit).
DW1 stated that the plaintiff transferred the legal cases to A.U. Uche, Esq. because the plaintiff was fully paid and had been debriefed.
The board of directors did not approve any agency fee payments, but the defendant’s chairman personally agreed to pay stipends to Dr. Dan Chima Amadi and Dr. Reginald Agam Ejimofor at their request. DW1 clarified that these individuals were not licensed estate agents, just as the plaintiff (Amadi Obi) was not a licensed agent. DW1 accused the plaintiff of attempting to deceive the court by fraudulently attaching the tail of a letter titled “Agency Fee Payment” (addressed to Chima Amadi and Reginald Ejimofor) to the head of a letter dated 7th January 2013 (titled “Settlement of Your Bill for Legal Services”), to support a false claim for N3.7 million.
In his further written deposition, as in his first deposition, DW1 admitted to paragraph 1 of the Plaintiff’s statement but reiterated the correction regarding the location of the Plaintiff’s office.
DW1 again expressed surprise that the suit’s processes were hung at the Heartland Court Housing Estate without a court order for substituted service. DW1 reaffirmed that the former CEO, Uche Okoli, had erroneously appointed Amadi Obi & Co. as the solicitor and again pointed out that no deeds were perfected for any house.
The plaintiff was included in the FUTO deal and received N1.2 million, and this payment represented the final agency fee or similar compensation. DW1 reiterated that the plaintiff’s draft deed was rejected by the Ministry of Lands, which preferred a deed of sublease. The relevant letters and a copy of the rejected deed were tendered as exhibits. DW1 repeated that no agreement was made to pay 10% contract fees or N4 million for five cases, and the plaintiff was instead paid N1 million.
DW1 accused the plaintiff of diverting the defendant’s clients to himself and secretly collecting money from them to perfect documents. DW1 recounted an incident where a client accused the defendant of taking N1.36 million for deed perfection through the plaintiff, with no result. The client presented a receipt dated 12th March 2010, which DW1 tendered as an exhibit. DW1 claimed that the plaintiff was working for himself, secretly collecting money from clients and dealing directly with them, without the defendant’s knowledge. He cited specific instances where the plaintiff had prepared deeds, such as for Huldah Iwueze, but did not inform the defendant. DW1 admitted that although he pleaded with the diverted clients to testify in court, they refused and requested their names not be mentioned. DW1 again accused the plaintiff of fraudulently merging sections of two different letters to make a bogus claim for N3.7 million. DW1 concluded by affirming that his further deposition was made in good faith.
During cross-examination, DW1, an employee of the defendant, DW1 testified that he started working for the defendant on 5th January 2011. The CEO of the defendant company is Dr. Ngozi Jude Nwaneri, who DW1 confirmed he had met. Although DW1 knows the email address of the CEO, Nwaneri_63@hotmail.com, he does not have access to the CEO’s email unless the CEO shares information directly.
When asked whether the defendant had engaged the plaintiff’s services as a lawyer, DW1 agreed. However, he indicated that the documents prepared by the plaintiff for the sale of properties at Heartland Court Estate were not used for the first 100 houses, stating that when he began his employment, he requested files related to the sold properties, but no proper documentation was provided. DW3 explained that Uche Nwokorie, the Chief Executive at the time, was managing the company alongside Mr. Amadi-Obi, and they were unable to maintain accurate records. As a result, the documents prepared by the plaintiff were not perfected and therefore not used.
DW1 stated that although the sale of houses in Heartland Court Estate started around 2008, the documents used for those sales were incomplete. By the time DW3 joined the company in 2011, some houses had already been sold—around 66 properties had been sold, not the 100 initially claimed. The documents prepared during that period were incomplete and were primarily handled by the Chief Executive, Uche Nwokorie, who drafted the letters given to buyers. DW3 confirmed that no Deed of Assignment had been issued for any of the properties sold before his employment.
DW1 confirmed that the Ministry of Lands had rejected the documents prepared by the plaintiff, specifically a Deed of Assignment** that was used for some transactions. DW3 clarified that what should have been prepared instead was a Deed of Sublease, and the rejection by the Ministry led to the failure of those transactions. He further confirmed that all the documents prepared by the plaintiff were rejected by the Ministry.
DW1 also noted that the First Mortgage Bank lawyer was responsible for presenting the rejected documents to the Ministry of Lands during the process of execution. He denied having personal involvement in submitting any documents to the Ministry or First Mortgage Bank, leaving those tasks to the company’s management.
During cross-examination, DW1 acknowledged that the plaintiff’s appointment letter stated that the plaintiff was supposed to perfect the legal documents for the property transactions. However, DW1 denied ever personally giving any documents to the plaintiff to perfect. He also stated that he was not aware whether the Chief Executive had given any documents to the plaintiff for completion. DW1 did confirm that the defendant company was responsible for submitting the rejected documents to the Ministry of Lands. He acknowledged that the company had agreements with contractors to build houses in the estate but was not aware that the plaintiff had prepared the documents related to those agreements.
DW1 admitted that he was aware of official letters sent to the Managing Director (MD) of the defendant company that passed through his office. However, if the MD, who lived abroad, received letters directly addressed to him at his foreign address, DW3 would not be privy to them.
Regarding the plaintiff’s legal fees, DW3 testified that the defendant had settled the plaintiff’s bill, with ₦1 million being paid at Concord Hotel. He further confirmed that the bill was settled in full and signed, although the plaintiff disputed that the payment covered all professional fees. DW3 stated that US Home, the company that engaged the plaintiff, determined the amount owed to the plaintiff.
DW1 confirmed his access to company information but admitted that he did not have access to the CEO’s private correspondence.
DW1 acknowledged that the documents prepared by the plaintiff were not used due to their incompleteness and failure to be perfected. DW1 confirmed that the documents submitted by the plaintiff to the Ministry of Lands were rejected, which was a critical issue in the case. DW1 maintained that the legal fees had been settled, although the plaintiff contended that this was not the case.
At the close of the evidence, the counsel filed and exchanged written addresses.
The Plaintiff, a legal practitioner, initiated this suit through a writ dated 7th May 2014, claiming a total sum of ₦17,033,375.00 as professional fees. The claim includes interest on the professional fees and damages. The Plaintiff’s statement of claim was later amended on 7th January 2019, maintaining the same claim amount. The Defendant filed a defence on 13th May 2019, to which the Plaintiff replied on 28th May 2019.
The Plaintiff was retained as a solicitor by the Defendant through a letter of appointment dated 25th May 2006. In the course of his engagement, the Plaintiff prepared 49 Deeds of Assignment, 6 contract agreements, and represented the Defendant in 5 court cases. However, before the Plaintiff could send in his solicitor’s bill, the Defendant unilaterally claimed, via a letter dated 7th January 2013, that they had already settled the solicitor’s fees. The Plaintiff subsequently sent his bill of charges through a letter dated 17th January 2013.
The Plaintiff gave evidence as PW1, supported by another witness (PW2) to prove his case. The Defendant, in turn, called one witness to present their defence. The Plaintiff’s evidence-in-chief asserted that although he provided the services requested by the Defendant, the Defendant failed to pay the full solicitor’s fees, and this evidence was unchallenged during cross-examination.
The Plaintiff adopted the Defendant’s issue for determination, which was: Whether the Plaintiff has made out a case against the Defendant that entitles him to the relief sought.
The Plaintiff’s counsel laid out the common grounds and points of agreement between the parties, as well as the areas of dispute. The Plaintiff’s counsel argued that both parties agreed on several key facts, such as:
– The Plaintiff was retained for legal services by a letter dated 25th May 2006 (as confirmed in the Defendant’s pleadings and the testimony of DW1).
– The Plaintiff prepared documents of sale for the Defendant, as confirmed by DW1’s evidence on 2nd February 2023.
– Agreements were drawn up between contractors and the Defendant for the construction of houses, with Plaintiff’s involvement.
– The Plaintiff represented the Defendant in 5 court cases, a fact acknowledged by the Defendant and outlined in the Plaintiff’s statement of claim.
According to the counsel the 4 Points of Disagreement are:
– The Defendant claimed that the Plaintiff did not present a scale of charges to justify his fees.
– The Defendant asserted that the Deeds of Assignment prepared by the Plaintiff were rejected by the Ministry of Lands.
– The Defendant contested that they never agreed to pay the Plaintiff 10% of the value of the contract agreements prepared by the Plaintiff.
– The Defendant argued that the Plaintiff did not perfect the deeds he had prepared.
The Plaintiff’s counsel outlined the three conditions a legal practitioner must meet before initiating an action for unpaid professional fees:
1. The lawyer must prepare a bill of charges, detailing the principal items.
2. The lawyer must serve the client with the bill.
3. The lawyer must allow a period of one month to elapse from the date the bill was served before initiating legal action.
These requirements were based on the case Thompson v. Akingbehin (2021) 16 N.W.L.R. (Pt. 1802) 283.
The Plaintiff’s counsel asserted that the Plaintiff had indeed sent the bill of charges. The Plaintiff’s testimony on oath confirmed that he sent the bill, and this was corroborated by PW2, who retrieved an email containing the solicitor’s bill sent to the Managing Director (MD) of the Defendant company. The email was tendered and admitted as Exhibit F. Importantly, this evidence was unchallenged during cross-examination, implying that the Defendant admitted the email was sent, as supported by Adamawa State Ministry of Lands & Survey v. Salisu (2021) 2 N.W.L.R. (Pt. 1759) 1.
DW1 did not deny that the email with the solicitor’s bill was sent to the MD. When asked about the bill, DW1 admitted that he was not aware of the MD’s address abroad but confirmed that the bill had been settled. The bill was sent on 17th January 2013, and since the suit was initiated in 2014, the Plaintiff had allowed more than the requisite one month to elapse before bringing the claim to court.
The Plaintiff’s counsel thus argued that the Plaintiff fulfilled all the preconditions for initiating the lawsuit.
The defence counsel had argued that the Plaintiff did not prove that he prepared and perfected the documents necessary for claiming 2.5% of the sale value. However, the Plaintiff’s counsel argued that this was irrelevant to the core of the dispute. The Plaintiff’s task was to prepare legal documents (such as deeds and contracts), which he had done, and his compensation should not hinge on whether the Defendant subsequently perfected those documents.
The Plaintiff’s counsel further argued that the Defendant unilaterally decided, without consultation, that they had already paid the Plaintiff’s fees through the letter dated 7th January 2013. This unilateral action was inappropriate, and the Plaintiff was entitled to interest on the unpaid portion of his fees as of the date the solicitor’s bill was submitted.
In conclusion, the Plaintiff’s counsel submitted that the Plaintiff had:
– Fulfilled the legal requirements to claim his professional fees.
– Delivered the solicitor’s bill as required.
– Successfully performed the legal services requested by the Defendant, for which he is entitled to compensation.
The Plaintiff’s counsel highlighted that the Plaintiff, in paragraph 5 of the statement of claim, specifically stated that he prepared 49 Deeds of Assignment valued at ₦22,036,500. The Defendant did not deny this averment. Under the law, an unchallenged assertion is considered admitted and requires no further proof. This is reinforced by the Supreme Court’s ruling in MTN (Nig) Comm. Ltd v. Corporate Comm. Inv. Ltd (2019) 9 N.W.L.R. (Pt. 1678) 427, which held that where a Plaintiff’s evidence supporting a claim for damages is uncontroverted, the court is obliged to accept it unless there is inherent evidence disproving it.
The learned defence counsel argued that the 2.5% professional fees claimed by the Plaintiff should include the cost of perfecting documents, which would involve paying statutory fees. The Plaintiff’s counsel strongly refuted this argument, asserting that the professional fees earned by a lawyer for rendering legal services do not include statutory or filing fees, nor do they cover out-of-pocket expenses.
The Plaintiff’s counsel reiterated that the 2.5% professional fees for the preparation of the deeds were for legal services only, and did not include the statutory fees required to perfect the documents. This distinction is well established in legal practice, and the Defendant’s argument that such statutory fees should be included in the Plaintiff’s charges is fundamentally flawed.
The Defendant’s counsel claimed that the Ministry of Lands rejected the documents prepared by the Plaintiff. The Plaintiff’s counsel argued that this claim was unfounded and irrelevant. The Defendant’s sole witness, who is not a lawyer, provided hearsay evidence, claiming that the documents were rejected based on information from a mortgage bank lawyer. This evidence lacks credibility and should be expunged from the record.
Furthermore, the defence witness admitted that the documents were supposed to be given to the Plaintiff for perfection, but this never happened. Therefore, any failure to perfect the deeds was due to the Defendant’s actions, not the Plaintiff’s.
The Plaintiff stated in paragraph 8 of his statement of claim that the Defendant had paid for and perfected 7 Deeds of Assignment. This evidence, given by the Plaintiff on 8th December 2021, was not contested by the Defendant. The deeds in question transferred title to land for which the Defendant held a Statutory Certificate of Occupancy issued by the Imo State Government for a term of 99 years. The Plaintiff’s role was to prepare a Deed of Assignment for the residue of the Certificate of Occupancy, and he fulfilled this task.
The Defendant’s counsel argued that the Plaintiff did not prove that he prepared the contract documents. However, the Plaintiff had clearly pleaded in paragraph 6 of the statement of claim that he prepared 6 contract documents. This was not denied by the Defendant. During cross-examination on 2nd February 2023, the Defendant’s witness agreed that contract documents were indeed prepared.
The Plaintiff charged the Defendant based on the legal practitioners’ scale of charges, which governs the fees lawyers can claim for preparing legal documents. The Defendant did not provide any evidence to dispute the legitimacy of these charges.
The defence counsel argued that the Plaintiff’s ₦4,000,000.00 professional fee for representing the Defendant in court was not negotiated. The Plaintiff’s counsel responded that the Legal Practitioners’ Scale of Charges allows for such fees, and it was the guiding principle behind the Plaintiff’s claim. The Defendant, however, showed no intentionof negotiating the fees with the Plaintiff and simply unilaterally decided on a lower amount, fixing ₦1,000,000.00 as payment for services rendered.
During cross-examination on 13th October 2023, the Defendant’s witness arrogantly asserted that the Defendant, not the lawyer, determines the professional fees because “they employed” the Plaintiff. This statement reflects the Defendant’s high-handed approach to the matter.
The Plaintiff’s counsel concluded by emphasizing that:
1. The Defendant admitted to retaining the Plaintiff to prepare deeds of assignment, contract agreements, and represent the Defendant in 5 court cases.
2. The Plaintiff is merely seeking payment for the legal services he performed.
3. The Defendant arbitrarily decided to pay the Plaintiff ₦1,000,000.00 even before the solicitor’s bill was submitted.
4. The Defendant provided no credible evidence to support their assertion that they had the authority to unilaterally determine the professional fees to be paid to the Plaintiff.
The Plaintiff’s counsel urged the court to grant the Plaintiff’s claims for the full sum of ₦17,033,375.00 in unpaid professional fees, along with interest and damages, based on the overwhelming evidence presented and the Defendant’s lack of a credible defence.
The Defendant’s Counsel’s Argument in the Final Written Address:
The Defendant’s counsel begins by summarizing the Plaintiff’s claim, which was initially filed on May 11, 2026, and subsequently amended. In the amended claim, the Plaintiff seeks N17,033,375 as professional fees for legal services rendered, including the preparation of deeds, contract agreements, and representation in court. Additionally, the Plaintiff seeks 20% interest on this amount from December 2012 until judgment and N10,000 as general damages.
The Defendant acknowledges that the Plaintiff was appointed as a solicitor for the Defendant’s Heartland Court Estate project through a letter dated May 25, 2006. However, the Defendant denies the Plaintiff’s claim of being entitled to N17,033,375, arguing that the Plaintiff did not complete the required tasks to justify such payment. Specifically, the Defendant claims that the Plaintiff failed to perfect the deeds of sale, and the documents prepared by the Plaintiff (deeds of assignment) were rejected by the Ministry of Lands. The Defendant asserts that this failure means the Plaintiff did not earn the 2.5% fee stipulated in the agreement for the preparation and perfection of documents.
The Plaintiff contends that he prepared 49 deeds of sale, with a total value of N22,036,500, and claims he is entitled to 2.5% of that amount. However, the Defendant’s counsel argues that the Plaintiff has failed to provide concrete evidence that any deeds were prepared or perfected, or that specific clients’ deeds were completed.
During cross-examination, the Plaintiff admitted that he did not have a list of names of clients for whom the deeds were perfected. This lack of documentary proof is emphasized by the Defendant as a major flaw in the Plaintiff’s case.
The Plaintiff also claims to have prepared six contract agreements, worth N98,800,000, and seeks 10% as a professional fee. The Defendant disputes this, stating that no such agreement for 10% was made, and the only services that were actually negotiated were those for court representation. The Defendant further contends that the Plaintiff’s claim for N4,000,000 for court representation is not substantiated, as the agreed fee for legal services in court was negotiated at N1,000,000, which has already been paid.
The Defendant frames the central legal question as whether the Plaintiff has provided sufficient evidence to substantiate his claims and entitle him to the reliefs sought. Citing case law, the Defendant argues that the burden of proof lies on the Plaintiff, who must demonstrate convincingly that he performed the services and is therefore entitled to the fees he claims.
The Defendant’s counsel emphasizes that the Plaintiff admitted during cross-examination that the documents he prepared were not perfected and that he had no additional agreements beyond the appointment letter. This is a crucial point, as the Plaintiff’s appointment letter explicitly states that payment is contingent upon both preparation and perfection of the deeds.
The Defendant’s witness testified that the Plaintiff’s deeds were rejected by the Ministry of Lands, further undermining the Plaintiff’s claim for fees based on unfulfilled obligations.
The Defendant challenges the Plaintiff’s reliance on the testimony of his secretary, PW2, Augusta Ihebilike. During cross-examination, it was revealed that PW2 only began working for the Plaintiff in 2016, several years after the relevant transactions. She also admitted that she had never met the Defendant’s Managing Director, casting doubt on her credibility as a witness.
The Defendant’s counsel argues that the Plaintiff cannot be entitled to 2.5% of the sale value because the Plaintiff, while preparing some documents, failed to fulfill the key obligation of perfection, which includes registration of the deeds. The Plaintiff’s engagement letter explicitly required not just preparation but also execution and registration, which the Plaintiff failed to achieve. They cite CHIEF ALIM ODUNSI APENA & ORS v. CHIEF NURUDEEN LAWAL AIYETOBI & ORS (1989) 1 NWLR (PART 95) 85, to stress the Plaintiff’s duty to maintain a high standard of conduct and complete the necessary legal steps. Drawing from NEWSGATE COMMUNICATIONS LTD & ORS v. DARENG (2013) LPELR-21941(CA), the Defendant emphasizes that even though a newly engaged counsel has the right to scrutinize their client’s case, this does not absolve them of performing the duties assigned, which in this case included deed registration.
The Plaintiff claims costs for the preparation of deeds, which was not explicitly mentioned in their appointment letter. The Defendant argues that since the Plaintiff did not register the deeds, the claim lacks merit because a deed only takes effect after delivery, as explained in AWOJUGBAGBE LIGHT INDUSTRIES LTD v. CHINUKWE & ANOR (1995) LPELR-650(SC). The Plaintiff’s failure to register the documents means no legal delivery occurred.
The counsel highlights that the Plaintiff admitted in cross-examination that the deeds were not perfected, and the appointment letter stipulated that both preparation and perfection were required for entitlement to fees. Without perfection, the documents are invalid. The Plaintiff’s assertion of preparing and perfecting six documents lacks substance, as there was no mention of specific clients or concrete evidence. The Defendant urges the court to consider the Plaintiff’s claims speculative, citing Joseph vs. Fajemilehin O. & Anor (2012) All FWLR (Pt. 116) 869.
The Plaintiff’s claim of Four Million Naira (N4,000,000) as professional fees for representing the Defendant in five court cases is also challenged. The Defendant counters that only One Million Naira (N1,000,000) was negotiated and paid, with no proof of agreement for the Four Million Naira claimed. The burden lies on the Plaintiff to provide details of the court cases and negotiated amounts, which they have failed to do. The Defendant cites MIL GOV LAGOS v. ADEYIGA (2012) 5 NWLR (PT. 1293) 291 and BURAIMOH v. ESA (1990) 2 NWLR (PT. 135) 406, stressing that a party must prove their case based on the strength of their own evidence, not the weakness of the opposing side.
The Defendant concludes that the Plaintiff failed to present strong and concrete evidence to justify the claimed professional fees (₦17,033,750). According to OREDOLA OGUNAMEH & ORS v. OLUGBEANGA ADEBAYO (2007) LPELR-872, the court must rule in favor of the party whose evidence is stronger, and in this case, the Plaintiff’s evidence is lacking.
The Defendant urges the court to dismiss the Plaintiff’s case with punitive costs, arguing that the Plaintiff has not substantiated his claims and that the Defendant has expended significant resources defending the suit.
In summary, the Defendant’s counsel contests the Plaintiff’s claims on several grounds, emphasizing a lack of perfection of deeds, speculative evidence, and unproven negotiations for professional fees. The counsel asks the court to dismiss the case for failure to prove entitlement.
Resolution of matter
In summary the Plaintiff’s Case is:
The Plaintiff claims entitlement to professional fees totaling ₦17,033,750 for services rendered to the Defendant, which includes:
1. Preparation and Perfection of Deeds: The Plaintiff asserts that he prepared and perfected several deeds for the Defendant, for which he is entitled to 2.5% of the sale value, amounting to ₦9,880,000. He claims to have performed his duties, including document preparation, and argues that these services entitle him to the agreed fee.
2. Professional Fees for Court Representation: The Plaintiff further claims ₦4,000,000 for representing the Defendant in five different court cases. He contends that he successfully represented the Defendant in these cases and is therefore entitled to the fee.
3. Additional Contractual Services: The Plaintiff argues that he provided additional services related to contract preparation, not explicitly outlined in the letter of appointment, but asserts that these were performed at the Defendant’s request. He seeks reimbursement for the costs associated with these additional services.
4. Breach of Contract: The Plaintiff contends that the Defendant has breached their agreement by failing to pay the professional fees for both deed preparation and court representation, despite the Plaintiff having fulfilled his contractual obligations.
The Plaintiff requests the court to:
– Award him ₦9,880,000 for the preparation contract documents.
– Award him ₦4,000,000 for representing the Defendant in court cases.
– Award ₦5,509,125 for preparation and perfection of the deeds.
In summary the Defendant’s Case is
The Defendant contests the Plaintiff’s claims and argues that:
1. Failure to Perfect Deeds: The Plaintiff is not entitled to 2.5% of the sale value (₦9,880,000) because he failed to perfect the deeds as required in the appointment letter. While the Plaintiff may have prepared some documents, the key contractual obligation of deed registration was not completed. As such, the Plaintiff did not fulfill the requirements necessary to claim the fee.
2. Invalid Claim for Deed Preparation Money: The Defendant argues that the Plaintiff’s claim for fees related to the preparation of the deeds is invalid because the documents were not legally effective without registration. They emphasize that a deed only becomes legally binding upon proper delivery, which includes perfection, citing legal precedents.
3. Court Representation Fees Not Negotiated: The Defendant denies owing ₦4,000,000 for court representation, asserting that only ₦1,000,000 was negotiated and already paid. The Plaintiff failed to provide evidence of any agreement for the larger sum, and the Defendant argues that the Plaintiff has not substantiated this claim with specifics about the cases or fees.
4. Lack of Evidence for Additional Services: The Defendant further contends that any other services rendered by the Plaintiff were outside the scope of the initial appointment letter and were never negotiated. The Plaintiff failed to prove that these services were requested or that any fee was agreed upon for their performance.
5. Failure to Prove Claims: The Defendant argues that the Plaintiff has not provided sufficient evidence to prove the claims made, including the number of cases handled, the deeds prepared, and the actual services rendered. They contend that the Plaintiff’s claims are speculative and lack the necessary details to be legally enforceable.
The Defendant requests the court to: – Dismiss the Plaintiff’s claims in their entirety. – Award punitive costs to the Defendant for defending the suit.
This case revolves around the Plaintiff’s claims for professional fees under the terms of his engagement with the Defendant, particularly concerning the preparation and perfection of deeds, contract agreements, and court representation. The Defendant disputes these claims, arguing that the Plaintiff failed to fulfill his contractual obligations and that certain claims are speculative and unsupported by evidence. I have considered the evidence before me as well as the written submissions of the counsel, I am of the issues germane to the Resolution of the Dispute are:
1. Whether the Plaintiff Fulfilled His Contractual Obligations Regarding the Preparation and Perfection of Deeds.
2. Whether the Plaintiff is Entitled to Claim Fees for Services Not Specifically Negotiated in the Appointment Letter
1. Whether the Plaintiff Fulfilled His Contractual Obligations Regarding the Preparation and Perfection of Deeds.
The Plaintiff claims entitlement to 2.5% of the sale value for preparing and perfecting deeds. The Defendant argues that the Plaintiff failed to perfect the deeds, an essential part of the contractual obligation. The resolution hinges on whether the Plaintiff’s preparation of documents, without perfection, meets the terms of the contract and entitles him to the claimed fees.
It is not in doubt that the Plaintiff was engaged by the defendants. The letter of appointment dated May 25, 2006, from US Home Depot Development International Ltd. to Amadi – Obi & Co. outlines the scope and circumscription of legal services to be provided by the law firm regarding the Heartland Court Estate project in Owerri. These includes Provision of All Legal Services (Clause a) Exclusive Preparation and Perfection of Deeds of Sale or Transfer. Representation in Litigation (Clause b) Participation in Negotiations (Clause c) Other Services as Required (Clause d)
The letter went on to provide Fee Structure. 2.5% of Sale Value for Preparation and Perfection of Deeds: This fee structure is explicitly defined, with 2.5% of the sale value being payable for the firm’s role in preparing and perfecting the deeds of sale or transfer. The firm is entitled to a percentage of the sale value rather than a fixed fee, which implies that their compensation is tied to the success of the sales and the completion of the legal documentation.
Litigation Fees and Other Legal Services to Be Negotiated: The fees for representing the company in litigation or providing other legal services are left to be negotiated on a case-by-case basis. This suggests that these services will not be covered by the 2.5% of the sale value, and separate agreements will be needed to determine the appropriate compensation for these services.
The defence counsel argued that the 2.5% professional fees claimed by the Plaintiff should cover the costs of both preparing and perfecting the documents, which might include statutory fees. However, statutory fees or filing fees (fees paid to government authorities for registering or filing documents) are distinct from the lawyer’s professional fees, which are paid for the legal services provided (e.g., preparing and advising on the document). Therefore, defence counsel’s argument is flawed to the extent that it tries to include statutory fees in the professional fees.
The Plaintiff’s counsel correctly pointed out that professional fees paid to a lawyer for legal services do not typically include statutory or filing fees, nor do they cover out-of-pocket expenses (such as fees paid to government agencies for the registration of deeds or other documents).
The letter specifies that the Plaintiff is entitled to 2.5% of the sale value for the preparation and perfection of deeds of sale or transfer. This fee is for the lawyer’s services, not for statutory payments like registration fees. While the statutory fees are to be borne by the client, the legal process to ensure that the documents are perfected (including overseeing their registration with relevant authorities) is part of the lawyer’s service. The Plaintiff’s counsel is correct in stating that the 2.5% professional fee is for legal services only and does not include statutory or filing fees, which are typically borne by the client.
It does appear that the scope of the firm’s duties is defined by the specific tasks outlined in the letter (i.e., preparation and perfection of deeds, litigation, negotiation, and any other services as required). The fee structure for the primary task (preparation and perfection of deeds) is clearly defined, but for other services such as litigation or additional legal work, separate fee negotiations are required.
The letter of appointment establishes a comprehensive legal relationship between US Home Depot Development International Ltd. and Amadi – Obi & Co., outlining specific duties and responsibilities, particularly in the preparation and perfection of property transfer documents. The scope covers both transactional work (preparing deeds) and potential disputes (litigation), while also allowing for flexibility to handle unforeseen legal issues. The payment structure for some services is clearly defined (2.5% for deeds), but others (litigation, additional legal services) require further negotiation.
In a situation where the agreement explicitly states that the Plaintiff is entitled to 2.5% of the sale value for the “preparation and perfection” of deeds of sale, the question is whether the Plaintiff can still claim the full fee if only preparation (but not perfection) has been completed.
Preparation of deeds of sale involves drafting the necessary legal documents and ensuring that they comply with legal standards.
Perfection refers to additional steps needed to make the documents legally enforceable, such as stamping, registration, and payment of statutory fees to relevant government authorities. The counsel does not determine these fees.
In cases like this, where the contract explicitly mentions both preparation and perfection as part of the service for which 2.5% is the fee, one may be right to argue that both tasks are required to earn the full payment. But it does not end there. Where the failure to perfect is orchestrated by the defendant, it will not affect the claim of the Plaintiff.
Furthermore, if the challenge is that the deed was prepared but not perfected, then it reasonable expected that even if the client is to engage another counsel it will be for the purposes of perfecting the document. In other word a part of the contract has been performed. I hold the view that if the terms of the contract (in this case, the appointment letter) define the scope of work as requiring both preparation and perfection, the Plaintiff, depending on the circumstances, may not be entitled to the full 2.5% fee unless he has completed both components. This is consistent with the principle that, where a contract requires performance of multiple obligations, a party must complete all obligations to receive the full fee. To completely deprive the party of his entitlement, it must be shown that he has not performed any of the obligations. There is no evidence that the defendant engaged another counsel to perfect the deed or even to do what the Plaintiff was engaged to do.
Also, substantial performance doctrine will apply in situation where the Plaintiff completed the preparation but was unable to perfect the deeds because of the Defendant’s actions (e.g., failing to provide funds for statutory fees), the Plaintiff will still be entitled to full payment.
To arrive at whether the Plaintiff performed all his obligations and whether if he did not perform, it will deprive him full or part of the payment, we will look at the letter of appointment. What did the letter of appointment ask the Plaintiff to do?
Let me say for emphasis’s sake that the Defendant’s assertion that the Plaintiff prepared the wrong document (Deed of Assignment instead of Deed of Sublease) does not help the Defendant’s case. The Defendant, by asserting that the Plaintiff drafted the wrong document, implicitly admits that the Plaintiff was indeed engaged by the company and performed legal services under that engagement. This admission strengthens the Plaintiff’s case regarding the fact that services were rendered.
More crucial is that the letter of appointment specifically required the Plaintiff to prepare and perfect a deed of sale or transfer, not a Deed of Sublease. Therefore, it can be argued that the Plaintiff was simply acting based on the terms of his appointment. And that is correct. If the Defendant or the company required a different document (Deed of Sublease), it would have been their responsibility to clearly communicate that to the Plaintiff. The Plaintiff cannot be expected to speculate on legal instruments that were not part of the agreed terms unless such a change was communicated and agreed upon.
The Defendant’s claim that the documents were rejected by the Ministry of Lands shifts the burden of proof to the Defendant. It is indeed the Defendant’s responsibility to prove that the prepared Deeds of Assignment were rejected by the Ministry of Lands, and that the rejection was due to the use of the wrong legal instrument (Deed of Assignment which he admitted was prepared instead of Deed of Sublease).
In legal proceedings, the party making an assertion has the burden to prove that assertion. The Defendant cannot merely rely on oral statements or assertions but must provide documentary evidence to support the claim that the deeds were rejected. For example, the Defendant could have submitted letters or official communications from the Ministry of Lands rejecting the Deeds of Assignment.
It is not proved that any deed of assignment was returned to the plaintiff. And again, if as argued by the defendant and contained in the letter of appointment, the Defendant has no business taking the Deeds of assignment to the Ministry of land for perfection or any other thing since by the appointment, it is the obligation of the Plaintiff to prepare and perfect.
If the Plaintiff prepared the deeds based on the agreed terms in the appointment letter, and the Defendant later discovered that a different legal instrument was required, the Defendant should have notified the Plaintiff in writing to ensure compliance with the necessary legal requirements.
The Plaintiff’s responsibility is to provide the services as outlined in the appointment letter, and any changes to those services should be communicated explicitly. Since the Defendant failed to do so, it should not push the blame on the Plaintiff or employ same to escape responsibility.
The Defendant claims that the Plaintiff was secretly diverting clients to himself and charging them for perfecting deeds without the Defendant’s knowledge. Specifically, the Defendant refers to an instance where a client allegedly paid the Plaintiff for perfection of documents but received no result, and presented a receipt as evidence. Again, this shows that there was preparation.
The Defendant has pleaded the photocopy of this receipt as evidence, but this is only indirect evidence. The Defendant does not provide testimony or direct evidence from the client who allegedly made this payment, relying instead on the photocopy of the receipt and hearsay from the client. The absence of the original receipt weakens the reliability of this evidence, as it could be easily disputed without the client’s direct testimony
The Defendant claims that he pleaded with other clients to testify but they refused to come to court. The refusal of the alleged affected clients to testify raises questions about the credibility of the Defendant’s claims. If the clients had indeed been aggrieved by the Plaintiff’s actions, it would be expected that at least one of them would have been willing to testify in support of the Defendant’s case. Their refusal could suggest either that the clients did not feel aggrieved or that there was a lack of substantive evidence to support the Defendant’s claims. The evidence of the DW1in this respect is hearsay. KAKIH V. P.D.P. (2014) 15 NWLR (PT. 1430) 375 AT 418-419, PARAS. H-A ) Once it is found that a deposition is laced with hearsay, the court cannot ascribe probative value to it. To do otherwise is like asking the court to sieve the oral evidence (in the form of written statement on oath) of witnesses to determine which part of it is hearsay or not so as to give probative value to the aspect of the evidence that is not hearsay.
The Defendant also alleges that the Plaintiff diverted clients and perfected documents secretly without the Defendant’s knowledge. However, this is a serious accusation that requires substantial evidence to support it, such as testimony from the clients themselves or additional documentary proof.
I am of the view that in the absence of any contrary evidence, the Plaintiff performed his obligations as relating to preparing and perfecting deeds of assignment.
2. Whether the Plaintiff is Entitled to Claim Fees for Services Not Specifically Negotiated in the Appointment Letter
The Plaintiff seeks payment for additional services, such as contract preparation and court representation, despite these not being expressly mentioned in the letter of appointment. The Defendant argues that only deed preparation and perfection were covered under the agreement, and all other services required separate negotiation. The court must determine whether the Plaintiff is entitled to fees for these additional services and whether they were implied or agreed upon.
I have looked at the letter of appointment it does not make mention of preparation of contract documents. There is no specific mention of 10% for contract agreement under which the Plaintiff is claiming 9,880,000.00. The appointment letter between the parties serves as the contractual framework. In IDUFUEKO V. PFIZER PRODUCTS LTD (2014) LPELR-22999(SC), the Supreme Court emphasized that where a contract explicitly outlines the obligations and payment terms, any claim outside of the stated terms requires proof of additional negotiation or agreement. See BAMFORD V. BAMFORD [1970] CH. 212
The Plaintiff has failed to provide evidence of any additional negotiations for the preparation of contract documents. His appointment letter explicitly stated that these services required separate negotiation, which he has not proven. Therefore, the Plaintiff is not entitled to additional fees for these services.
The Plaintiff claims ₦4,000,000 for court representation, while the Defendant asserts that only ₦1,000,000 was agreed upon and paid.
It is obvious from the evidence before the court that the Plaintiff represented the Defendant in some matters in court.
On the legal representation, the evidence that the Plaintiff handled any case can be deducted from the letter from A U Uche & Associates acknowledging the receipt of files belonging to the Defendant from the Plaintiff. The letter from AU Uche & Associates, dated 05-12-2012 and addressed to Messrs Amadi Obi & Co stated:
“We hereby acknowledge the receipt of three files respecting Suits No HOW/143/2009, HOW/263/2006, CA/OW/306/2010 on behalf of US Homes Dev Int Ltd. Consequently, we shall serve you notice of change of counsel”
The dates of the suit indicate 2009, 2006 and 2010 showing that the case has lasted for some years as 2012 when the files were collected from the Plaintiff.
The letter acknowledging the plaintiff return of the file is dated 05/12/2012 and the bill of charges is dated 17-1-2013. The defendant is pushing the idea that the returning of the files means that the plaintiff was not being owed. In other words, the plaintiff returned the files because he was not being owed. To holds this view is to encourage rascality. A lawyer can always pursue his claim for unpaid fees without holden unto the file of the ex-client. I think it is mark of responsibility, civility and professionalism for a lawyer to quietly return the files to the new counsel while pursuing his right. The disputes are never between the outgoing counsel and incoming counsel. So instead of being disadvantageous it should be advantageous. Instead of been discouraged it should be encouraged. I so do.
Now to confirm that the Plaintiff did well, to return the files, the Defendant in this suit later changed the counsel who took over from the Plaintiff. In application for adjournment dated 04/04/2017, the Defendant wrote:
Our company is the defendant in the above – names suit. Our erstwhile counsel AU Uche Esq is no longer representing us and so we are in the process of engaging another counsel.
Consequently, we are humbly requesting for the matter to be (the) adjourned to any date towards the end of May 2017 to enable us retrieve our file from the former counsel and handover to the new one”
There are avalanche of cases to the effect that the court can look at the document contained in the file. In DAGGASH V. BULAMA (2004) 14 NWLR (PT. 892) 144 (P. 233, PARAS. F-H): A court is entitled to look at its case file and make use of its contents. In AGBAHOMOVO V. EDUYEGBE (1999) 3 NWLR (PT. 594) 170 P. 182, PARA. E). A court has the right to look at a document in the file which was not tendered as an exhibit. In EZEANOCHIE V. IGWE (2020) 7 NWLR (PT. 1724) 430 AT 457, PARA. A An appellate court can look at any document in the record and make use of same if the document is relevant or considered pertinent in determining the issues before the court. In OAN OVERSEAS AGENCY (NIG.) LTD. V. BRONWEN ENERGY TRADING LTD. (2022) 11 NWLR (PT. 1842) 489, it is stated:
“a court has jurisdiction to suo motu make reference to its record or to its case file or record of appeal, as the case may be, and make use of any document it finds necessary. A court has the right to look at a document in its file. In the instant case, the documents before the Court of Appeal were sufficient to arrive at the decision reached by that court; for instance, the Letter of offer in the clause captioned “Guarantee Fee” which showed the sum of USD9,500 (being 0.5 percent of US$1,900,000.00) before the Guarantee sum would be released. Thus, the condition precedent for the release of the guarantee sum was the payment of the cost. The facts were glaring and obvious and the Court of Appeal rightly saw and relied on the set of documents before it. No further proof or evidence was required. The same applied to the award of 18% as interest rate.
In AKINOLA V. V.C. UNILORIN (2004) 11 NWLR (PT. 885) 616 650, PARAS. B-C, it is stated that A court is entitled to look at a document in its file while writing its judgment or ruling despite the fact that the document was not tendered and admitted as an exhibit at the trial. In WELLINGTON V, RCGD. TRUSTEES, IJEBU-ODE (2000) 3 NWLR (PT. 647) 130 AT 138, PARAS. E-F A court will be right, in law, to look inside the case file for documents not made part of the application under consideration if such documents will lead to dispensing justice.
A lawyer’s right to earn his fees following a disengagement is, generally, not circumscribed by the reasons for the disengagement. RPC 2007 imposes an obligation on an incoming or succeeding counsel to ensure that his client pays to the disengaged lawyer any outstanding fees. A lawyer should endeavour to conduct his disengagement in a highly professional and ethical manner. He should maintain refinement and candour in such a way as to make the process of disengagement or dis-boarding very easy and friendly for the former client. This, in my view, was what the Plaintiff did.
There is an affidavit in the court file titled Affidavit in support of Notice of Preliminary objection filed by the Defendant wherein in paragraph n thus:
“The cases claimed to have been done have not been done but rather now being handled by AU Uche Esq as shown by Exh. B the only case concluded was lost as an Undefended Suit No HOW/7/2009”.
In other words, the Defendant admitted or acknowledged that the Plaintiff handled at least a case. Adding that it was lost is of no moment. In ADEWUNMI V. PLASTEX LTD. (1986) 3 NWLR (PT. 32) 767 PER ESO, J.SC.:
“A Lawyer is not a tradesman. He is not like a cobbler who deals with the awl and who can be jettisoned by a customer when the awl fails to perform. A lawyer is a professional and vis-a-vis a client he is on contract and his professional skill, hired by the client is to be employed at his discretion. After all, he is employed to deal with learned men in learned surroundings and he himself is learned, which the client, even If he is a lawyer himself, is not learned for the purposes of the case.”
This supports the Plaintiff claim that he represented the Defendant in 5 cases. It goes to show that the files retuned are the ongoing and does not include concluded cases such as HOW/7/2009.
The Defendant contended that the Plaintiff did not frontload any document where fees was negotiated but at the same time the Defendant put across the defence that the company negotiated down the Plaintiff’s proposed bill of three million naira down to One Million which the Company has paid. It is the duty of the Defendant to prove this negotiating down and the payment of the 1million naira. It is the duty of the party who said he paid money to show the evidence of the payment. In JOLABON INV. (NIG.) LTD. V. OYUS INTL CO. (NIG.) LTD (2015) 18 NWLR (PT. 1490) 30 AT 42-43, PARAS. G-A) it is stated:
“It is not enough for a party to depose that he paid the sum claimed but the proof of such payment must be shown. The particulars as to when the payments were made and copies of the payment document such as cheques or any other things relating to the payment must be shown. Under the undefended list, details of such payment must also be exhibited where a defendant relies on them. [Okoli v. Morecab Finance (Nig.) Ltd. (2007) 14 NWLR (Pt.1053) 37; Abdullahi v. Buhari (2004) 17 NWLR (Pt.902) 278 referred to.]
Having carefully considered the evidence and legal principles, the court finds in favour of the Plaintiff in part. The Plaintiff has proved that he was indeed engaged by the defendant to prepare and perfect deed of assignment in respect of the defendant. He has proved that he did and the letter specifically said he is entitled to 2.5% as his professional fees. He has also shown the he represented the Defendant in court matters. He duly served the defendant his bill of charges.
The plaintiff has not shown that he drafted any contract agreement and his entitlement to 10% of the said agreement.
Consequently:
1. The Plaintiff is entitled to N5, 509,125 being for preparation of deeds
2. The plaintiff is entitled to N4,000,000 being professional fees of cases in court
3. The plaintiff is entitled to 10% of the sum from December 2012 till today 7th November 2024 and hereafter to 21% till the judgment sum is liquidated.
I so hold.
I.M.Njaka
Judge
7-11-2024
Appearances:
S.Amadi Obi Esq., for the Plaintiff
S C. Ihenacho Esq., for the Defendant