IN THE NATIONAL INDUSTRIAL COURT OF NIGERIA

IN THE LAGOS JUDICIAL DIVISON

HOLDEN AT LAGOS.

THIS MONDAY, 5^TH DAY OF OCTOBER; 2026

BEFORE HIS LORDSHIP: HON. JUSTICE S. A. YELWA....JUDGE

SUIT NO: NICN/LA/35/2022

BETWEEN:

1. MR. OKOH KANAYO

2. PHARM. EMEKA EMMANUEL NDINECHI

3. DR. TIJANI LUKUMAN ADEBISI

4. MR. MALACHY OMONDIA AKHABUE - -- CLAIMANTS

5. MR. EHIRIM EDMOND NMAMDI

AND

CHI PHARMACEUTICALS LIMITED -- --- DEFENDANT

JUDGMENT

This action, having been commenced by way of General Form of Complaint dated and filed 26^th January, 2022, was earlier assigned to my brother Hon. Justice A.N Ubaka (J) wherein the claimants sought from the court against the defendant the following reliefs:

a. The cost of N10,000.00 net income/profit per day, and

i. From 9^th September, 2018 to 28^th January, 2019, being 141 days that the Defendant illegally retained the 1^st Claimant’s car for its business services.

ii. From 17^th September, 2018 to 11^th February, 2019, being 147 days that the Defendant illegally retained the 2^nd Claimant’s car for its business services.

iii. From 25th September 2019, when the 3^rd Claimant’s car became due till judgment in this suit.

iv. From ending of January, 2016 to 28^th March, 2019, being 1,151 days that the Defendant illegally retained the 4^th Claimant’s car for its business services.

v. From ending October, 2016 to 4^th October, 2019, being 1,098 days that the Defendant illegally retained the 5^th Claimant’s car for its business services.

b. The sum of:

i. N6,500,000.00 each being the value of the 1^st and 2^nd Claimants’ respective cars when the Defendant illegally and wrongly confiscated same from them.

ii. N6,500,000.00 being the value of the 3^rd Claimant’s car when the Defendant illegally and wrongly confiscated same from him.

iii. N9,000,000.00 being the value of the 4^th Claimant’s car when the Defendant illegally and wrongly confiscated same from him.

iv. N7,000,000.00 being the value of the 5^th Claimant’s car when the Defendant illegally and wrongly confiscated same from him.

In the alternative

i. The sum of N10,000.00 net income/profit per day for the Defendant’s usage of the 1^st Claimant’s car, from the 17^th July, 2019, till judgment is delivered in this case.

ii. The sum of N10,000.00 net income/profit per day for the Defendant’s usage of the 2^nd Claimant’s car, from 20^th March, 2019, till judgment is delivered in this case.

iii. The sum of N10,000.00 net income/profit per day for the Defendant’s usage of the 3^rd Claimant’s car, from 25^th September, 2019, till judgment is delivered in this case.

iv. The sum of N10,000.00 net income/profit per day for the Defendant’s usage of the 4^th Claimant’s car, from the 17^th July, 2019, till judgment is delivered in this case.

v. The sum of N10,000.00 net income/profit per day for the Defendant’s usage of the 5^th Claimant’s car, from the 4^th October, 2019, till judgment is delivered in this case.

c. The cost N1,000,000.00 for avoidable legal cost incurred, following the Defendant’s breach of contract.

d. The sum of N2,000,000.00 as general damages to each of the Claimants for the Defendant’s breach of contract.

e. The Cost of this suit.

f. 30% interest on the total judgment sum from the date of judgment in this case, till final liquidation of the judgment sum.

The Defendant in response, filed its Statement of Defence on 14/4/2022. The Claimants filed their reply to the Defendant’s Statement of Defence

on 5/5/2022.

The case was subsequently transferred to this court, before me whereby proceedings started denovo on Monday, 10^th June, 2024.

CASE OF THE CLAIMANTS

It is the Claimants’ case arising from the facts before the court that they were employees of the Defendant and beneficiaries under the Defendant’s Group Car Policy. Claimants stated that pursuant to the Policy, official vehicles were allocated to them for use in the Defendant’s business, subject to the terms and conditions prescribed under the policy and consequently acquired vested and accrued contractual rights to transfer of ownership of the vehicles allocated to them.

The Claimants contended that despite the crystallization of their rights under the policy, the Defendant failed, neglected, and refused to transfer ownership of the vehicle to them as contractually required. Claimants further contended that the Defendant continued to exercise control, use the vehicles in its own business and derived benefits from the use of the vehicle to the detriment of the Claimants, notwithstanding the Claimants’ crystallized rights and accrued contractual interest therein.

CASE OF THE DEFENDANT

The Defendant contended that the Claimants were formerly employed by the Defendant at different times and under separate contracts of employment respectively. Defendant maintained that by separate car allocation letters, each of the Claimants were respectively allocated the Defendant’s car for use while in the Defendant’s employment. Defendant contended further, that the Claimants may however own the vehicles if they remain in the Defendant’s employment for a period of 5/6years, and pay between 1.5% of the value of the respective cars, amongst other conditions for the transfer of ownership of the cars to the Claimants.

Defendant maintained that none of the claimants met the conditions before their termination or resignation.

TRIAL

Trial commenced on 23^rd June, 2025, wherein CW1 (Mr Okoh Kanaye) testified and adopted his witness statement on oath, deposed to on 2/2/2022 and 29/3/2023, and tendered the following documents in evidence which were admitted and marked as exhibits, viz:

1. Letter of Appointment dated 17/2/2006- Exhibit- AC1

2. Confirmation letter of 11/9/2006- Exhibit- AC2

3. Group Car Policy of 10/9/2013-Exhibit- AC3

4. Acceptance letter of resignation dated 28/1/2019-Exhibit- AC4

5. Bill of charges from solicitors of 12/1/2022- AC5

6. Receipts dated 14/1/2022- AC6

CW1 was thereafter cross examined by learned counsel for the Defendant, and was reexamined by his counsel. CW1 was then discharged.

CW2 (Pharm. Emeka Emmanuel Ndinechi), testified and adopted his witness statement on oath, deposed to on 29/3/2023, and tendered the following documents which were admitted in evidence and marked as exhibits. They are:

1. Letter of Appointment dated 12/3/2012- BC1

2. Letter of Confirmation of 9/1/2013- BC2

3. Letter of Car Allocation dated 18/9/2012-BC3

4. Acceptance letter dated 20/3/2019-BC4

5. Bill of Charges and Receipts- BC5

CW2 was then cross examined by learned counsel for the Defendant, and there was no reexamination. CW2 was then discharged.

Trial continued on 11^th November, 2025, wherein CW3 (Dr. Tijani Lukuman Adebisi testified and adopted his witness statement on oath, deposed to on 29/3/2023, and tendered the following documents in evidence which were marked as:

1. Appointment letter of 6/6/2007 Exhibit- CC1

2. Termination letter 11/2/2019 Exhibit- CC2

3. WhatsApp Conversation Printout between CW1 and the Defendant dated 11/2/2019 Exhibit-CC3

4. Bill of Charges and Receipt of payments Exhibit-CC4

5. Letter of Car Allocation dated 25/9/2014 Exhibit-CC5.

CW3 was then cross examined by learned counsel for the Defendant, and there was no reexamination. CW3 was then discharged.

CW4 (Malachy Omondia Akhabue) testified and adopted his witness statement on oath, deposed to on 29/3/2023, and tendered the following documents in evidence which were admitted and marked as exhibits:

1. Letter of Appointment of 18/10/2010 Exhibit- DC1

2. Letter of termination dated 28/3/2019 Exhibit- DC2

3. Letter of Confirmation of Appointment dated 25/10/2011 Exhibit- DC3

4. Bill of Charges and Receipt of payments Exhibit- DC4

CW4 was then cross examined by learned counsel to the Defendant, and there was no reexamination. CW4 was then discharged.

CW5 (Mr. Ehirim Edmond Nnamdi) testified and adopted his witness statement on oath, deposed to on 29/3/2023, and tendered the following documents in evidence marked as exhibits, they are:

1. Letter of Appointment dated 29/4/2011-EC1

2. Letter of termination of 4/10/2019-EC2

3. Bill of Charges- EC3.

CW5 was then cross examined by learned counsel to the Defendant, and there was no reexamination. CW5 was then discharged. The case of the Claimants was then closed on application of counsel.

Defendant opened its case on 12^th May, 2026, wherein DW1 (Omolola Omoniyi), testified and adopted his witness statement on oath deposed to on 14/4/2022, and tendered the following documents in evidence marked as exhibits:

1. Company Car Use Agreement between Mr. Kanayo Okoh and the Defendant made on 10/9/2013- D1

2. Company Car Use Agreement between Emeka Ndinechi and the Defendant made on 4/10/2012- D2

3. Company Car Use Agreement between Dr. Tijani Adebisi and the Defendant made on 22/9/2014- D3

4. Vehicle Allocation Form; with Malachy Omondia as Username and the Defendant as the company- D4

5. Group Car; Letter of Allocation of 10/9/2016- D5.

DW1 was then cross examined by learned counsel for the Claimants, and there was no reexamination. The case of the Defendant was then closed. In accordance with the rules of practice of this court, parties proceeded to file their respective written addresses in the following sequence.

DEFENDANT’S FINAL WRITTEN ADDRESS

Defendant’s final written address is dated and filed 10^th July, 2026, wherein counsel formulated a sole issue for determination to wit:

Whether the Claimants’are entitled to the reliefs sought by them.

Learned counsel submitted that it is trite law that a Claimant bears the legal burden in establishing his/her case. This places on the respectively Claimants the onus to prove their entitlement to each of the reliefs sought before the Court. Counsel referred the Court to Sections 131,132 and 133(1) of the Evidence Act.

Counsel submitted further that it is trite law that the Claimant must succeed on the strength of his own case and not on the weakness of the defence, except where such weakness lends support to the Claimant’s case. Counsel relied on the case of Offodile v. Offodile (2019) 16 NWLR (pt. 1698) 189 at 203.

Counsel further submitted that the Claimants therefore, bear the burden in proving that they fulfilled all contractual conditions entitling them to ownership of the cars and/or the monetary reliefs claimed by them.

Counsel maintained that the relationship between the Claimants and Defendant is contractual, and their rights and obligations are regulated solely by the terms of their respective employment contracts and the separate Group Car Policy, Company Car Use Agreements and Vehicle Allocation Forms executed by them.

Counsel contended that from the evidence before the Court, ownership of the car was not automatic, rather, transfer of ownership was expressly made subject to the fulfillment of specified conditions, including;

1. Use of the cars for a minimum period of 5 or 6 years in the employment of the Defendant.

2. Payment by each Claimants of the stipulated percentage between 1-5% of the value of the cars;

3. Use of the cars strictly for official purposes;

4. Compliance with all the terms and conditions in the applicable vehicle allocation policy.

Learned counsel submitted that going by Exhibits AC3, BC3 and CC5 which the Claimants relied on, a careful examination of these exhibits show that ownership of the car remained vested on the Defendant pending the fulfillment of the conditions stipulated therein, also as seen in Exhibits D1, D2, D3, D4 and D5. Counsel contended that none of the Claimants satisfied the condition precedent stipulated before their resignation or termination of employment.

Counsel submitted that the Defendant allocated the car to the 1^st Claimant under the Group Car Policy and Company Car Use Agreement (Exhibits AC3 and D1 respectively). Counsel further submitted that the Defendant allocated the car to the 2^nd Defendant under the Group Car Policy and Company Car Use Agreement (Exhibits BC3 and D2 respectively).

Counsel maintained that the Defendant allocated the car to the 3^rd Claimant under the Group Car Policy and Company Car Use Agreement (Exhibits CC5 and D3 respectively). These documents stipulated pre-conditions to be fulfilled by the 3^rd Claimant for the transfer of ownership of the car to him.

Counsel further submitted that the Defendant allocated the car to the 4^th Claimant under the Vehicle Allocation Form (Exhibit D4). This document never vested ownership of the car in the 4^th Claimant or contemplated any eventual transfer of ownership of the car to the 4^th Claimant.

Counsel also submitted that the Defendant allocated the car to the 5^th Claimant under the Car Use Agreement (Exhibit D5). This document never envisaged any transfer of ownership to the 5^th Claimant. Ownership of the car remained with the Defendant.

It is the submission of counsel that none of the Claimants made any monetary contribution or even formally applied for the transfer of ownership of the cars to them as stipulated in Exhibits D1, D2, D3, D4 and D5.

Learned counsel went further to submit that during cross examination of the respective Claimants at their testemonies, they were each asked whether they made any monetary contribution or fulfilled any of the conditions stipulated in their respective agreement for the transfer of ownership of the cars to them by the Defendants, and they respectively answered ‘No’.

Counsel submitted that documentary evidence remains the best form of evidence and cited the case of MAUTECH v. YARAI (2020) 15 NWLR (pt. 1748). Counsel maintained that having failed to show or tender anything in support of their claims beyond the fact that they were employees of the Defendant, counsel urged the Court to hold that the Claimants’ case must fail.

Counsel submitted that based on Relief 1, the law is well settled that special damages must be specifically pleaded and strictly proved. Counsel relied on the case of Air Liquid Nig. Plc v. Nnam (2011) 9 NWLR (pt. 1251)61 at 81-82.

It is the submission of counsel that based on the monetary claim by the claimants, supported by their pleadings and witness statement, it is clear that the Claimants used the vehicle for commercial purposes, in breach of the Car Use Agreement, even though the Claimants have failed to produce evidence of the nature of business conducted to warrant the receipt of N10,000.00 sum or any other documentary evidence capable of establishing or supporting the fact that they earned N10,000.00 daily.

Learned counsel submitted that the Claimant’s relief 2 is unsupported by any evidence. The Claimants never tendered any valuation report or purchase invoice/receipt to establish the alleged values of the cars or justify their claims. Counsel submitted that it is trite law that special damages must be specifically pleaded and strictly proved.

Counsel submitted that the Claimants’ Relief 3 must fail as the claim to recoup solicitor’s fee paid by a party in a case to his counsel to represent him have been held to be unethical and not grantable. Counsel referred the Court to the case of GUINESS (NIG.) PLC V. NWOKE (2000) 15 NWLR (PT. 689)135 AT 150.

It is the submission of counsel that the Claimant’s Relief 4 must also fail as claims for general damages are only applicable where a legal wrong has been established. In the instant case, the Claimants have failed to establish a legal wrong on the part of the Defendant.

Counsel maintained that Reliefs 5 and 6 must also fail as there are ancillary reliefs to the substantive reliefs which counsel urged the Court to hold that it must also fail.

CLAIMANTS’ FINAL WRITTEN ADDRESS

Claimants’ final written address is dated and filed 2^nd July, 2026, wherein, counsel submitted the following issues for determination to wit:

1. Whether upon the Claimant’s compliance with the conditions stipulated in the Defendant's Group Car Policy, their contractual right to ownership and transfer of title in the official vehicles allocated to them accrued, vested and crystalized in law.

2. Whether the Defendant’s refusal and/or failure to transfer ownership of the vehicle to the Claimants after the accrual of their vested contractual right thereto constitutes a breach of contract.

3. Whether having failed to transfer ownership of the vehicle upon the accrual of the Claimants’ vested contractual right, the Defendant can lawfully continue to use, retain and subsequently repossess the vehicle for its own benefit without liability for the value of the vehicle, loss of use, damages and other consequential reliefs claimed by the Claimants.

Counsel submitted that having admitted that the 1st Claimant complied with every condition contained in Exhibit AC3, the Defendant cannot lawfully refuse to perform its reciprocal obligation. Counsel further submitted that the Defendant’s breach did not end with its refusal to transfer ownership. From 9th September, 2018, when the 1st Claimant’s ownership rights accrued, until 28th January, 2019, when the Claimant eventually resigned from the Defendant’s employment, the Defendant continued to retain and exploit the vehicle for its own business purposes, and for a period of 141 days, notwithstanding that its contractual interest in the vehicle had ceased. Thereafter, on 17th July, 2019, the Defendant forcefully confiscated the vehicle from the 1st Claimant, thereby permanently depriving the 1st Claimant of the asset. Counsel referred the Court to the case of Best (Nig.) Ltd. V. Blackwood Hodge (Nig.) Ltd. (2011) 5 NWLR (Pt. 1239) 95; NEPA v. Edegbero (2002) 18 NWLR (Pt. 798) 79.

Counsel argued further that the law is settled that no person should be permitted to benefit from his own wrong. Counsel cited the case of Teriba v. Adeyemo (2010) 13 NWLR (Pt. 1211) 242.

Learned counsel submitted that the 1st Claimant’s claim for ?10,000.00 per day represents compensation for the Defendant’s wrongful detention and commercial use of the vehicle after ownership had vested in the 1st Claimant. It is a claim for the continuing loss of use, loss of economic benefit and continuing deprivation suffered by the 1st Claimant during the period of wrongful retention.

Learned counsel further submitted that the evidence before the Honourable Court is that vehicles of the same category generated ?10,000.00 per day, and significantly, the Defendant itself paid ?10,000.00 daily to owners of similar vehicles engaged during its 2016 PWC Audit exercise. That evidence was specifically pleaded in Paragraphs 14, 15 and 16 of the Claimants’ statement of Facts and deposed to in paragraphs 13-17 of 1st Claimant’s Statement on oath; and same remained unchallenged. It therefore constitutes credible evidence of the commercial value of the use of the vehicle and is neither speculative nor arbitrary. Counsel referred the court to the case of Lewis & Peat (N.R.I.) Ltd. V. Akhimien (1976) 7 SC 157; Owosho v. Dada (1984) 7 SC 149; NDIC v. Balonwu (2017) LPELR-41963(CA); and Essien v. Effanga (2012) LPELR-8495(CA).

Furthermore, counsel submitted that the claim has been specifically pleaded, the basis of computation clearly disclosed, and credible evidence led in support thereof. The law is settled that special damages must be specifically pleaded and strictly proved. Counsel relied on the case of Ajigbotosho v. RCC Ltd. (2019) 3 NWLR (Pt. 1659) 287 and Okoronkwo v. Chukweke (1992) 1 NWLR (Pt. 216) 175.

Counsel also maintained that the claim for ?6,500,000.00, being the value of the vehicle at the time it was wrongfully confiscated, is equally supported by credible and unchallenged evidence. The 1st Claimant testified that, by reason of his careful maintenance of the vehicle, it was worth not less than ?6,500,000.00 when the Defendant forcefully took possession of it. The Defendant neither cross-examined him on that valuation, nor produced any contrary valuation report or expert evidence. Counsel referred the court to the case of Omoregbe v. Lawani (1980) 3–4 SC 108.

In the alternative, counsel urged the Court to grant the alternative relief for ?10,000.00 per day from 17th July, 2019 until judgment, representing continuing compensation for the loss of use and deprivation of the vehicle. Such an order would ensure that the Defendant does not continue to profit from its own breach, particularly in view of the prolonged detention of the vehicle and the erosion of the value of money over time.

It is the submission of counsel that having established by credible evidence that the Defendant breached Exhibit AC3, wrongfully retained and ultimately confiscated the vehicle after the 1st Claimant’s ownership had vested. Counsel urged the court to grant all the reliefs of the 1^st claimant including ?1,000,000.00 as legal costs, ?2,000,000.00 as general damages for breach of contract, the costs of this action, and post-judgment interest at 30% per annum until the judgment debt is fully liquidated.

Counsel submitted that the 2nd Claimant’s case is that he was employed by the Defendant as an OTC Manager by a Letter of Appointment dated 12th March, 2012 (Exhibit BC1). Subsequently, by the Defendant’s Car Allocation Letter dated 18th September, 2012 i.e. ‘Defendant’s Group Car Policy’ (Exhibit BC3), the Defendant allocated to the 2nd Claimant a Nissan Sunny vehicle with Registration No. GU 32 LND under the ‘Defendant’s Group Car Policy’. The 2ND Claimant was to use the car for a fixed period of 6 years and then have ownership of the car transferred to him by the defendant.

The material terms of Exhibit BC3 provide as follows:

a) “With this allocation, you shall no longer be entitled to any transport allowance during the privilege use of the official car.

b) Management shall disburse the sum of N40,000 to your account every month for the fueling and maintenance of the car.

c) It is expected that your car should be in proper condition and used for a period of 6 years from the date of purchase before ownership could be transferred to you as per policy terms.

d) Management shall sustain the Insurance/statutory licenses and permits on the car until ownership is transferred to you.

e) You shall bear the cost of any traffic violation and repairs in the course of using the car. The Company shall however assist you with the processing of any genuine claims with the Insurance as and when the need arises. Kindly note that, incidental cost of processing and policy excess shall be borne by you’’

It is the submission of counsel that the 2nd Claimant fulfilled every obligation imposed upon him under Exhibit BC3. Consequently, upon the expiration of the stipulated six-year period under the Policy, his contractual right to ownership of the vehicle accrued, vested and crystallized on 17th September, 2018 (i.e. 18/9/12 to 17/9/2018). From that date, the Defendant became contractually bound to transfer ownership of the vehicle to him but failed and refused to discharge that obligation. These facts were pleaded in paragraphs 8–13 of the Claimants’ Statement of Facts, dated 2nd February, 2022 and deposed to in paragraphs 4–11 of the 2nd Claimant’s Statement on Oath, dated 29th March, 2022.

Learned counsel submitted that the law is settled that facts not specifically traversed are deemed admitted and require no further proof. Counsel cited the case of Lewis & Peat (N.R.I.) Ltd. V. Akhimien (supra), Owosho v. Dada (supra), the Supreme Court reaffirmed that ‘material facts not specifically denied are deemed admitted and the Court is entitled to act upon them’.

Accordingly, it is the submission of counsel that the Defendant is deemed to have admitted the allocation of the vehicle, the 2nd Claimant’s compliance with Exhibit AC3, the accrual of his right to ownership upon the expiration of six years, and the Defendant’s refusal to transfer ownership. More significantly, the Defendant’s defence completely collapsed during cross-examination. Under cross-examination on 12th May, 2026, the Defendant’s sole witness, Ms. Omolola Omoniyi, admitted as follows:

Question: Have a look at Exhibit BC3. Is there any condition in Exhibit BC3 that the 2nd Claimant did not comply with?

Answer: No, except he did not apply for the car to be transferred to him.

Question: Is there any condition in Exhibit BC3 that requires the 2nd Claimant to apply before the Defendant transfers ownership to him?

Answer: No.

Counsel submitted that this admission is decisive. The Defendant expressly admitted that: the 2nd Claimant fulfilled every condition contained in Exhibit BC3; and Exhibit BC3 contains no requirement whatsoever that the 2nd Claimant should apply before ownership could be transferred.

Counsel contended that the Defendant’s admission therefore conclusively establishes that the 2nd Claimant satisfied every contractual condition necessary to qualify him for the transfer of ownership in the said vehicle. The Defendant’s argument that the 2nd Claimant failed to apply for transfer of ownership is untenable both in fact and in law. The Defendant’s own witness admitted that no such requirement exists in Exhibit BC3, and the evidence before the Court is that the 2nd Claimant repeatedly demanded the transfer of the vehicle, but the Defendant refused, mocked and humiliated him. Assuming, without conceding, that such an application was required, the Defendant cannot rely on its own refusal to process the Claimant’s request as a defence to defeat an accrued contractual right.

Learned counsel submitted that it is settled law that parties are bound by the terms of the contract voluntarily entered into and the Court cannot rewrite those terms for them. Counsel referred the Court to the case of Union Bank of Nigeria Ltd. V. Ozigi (1994) 3 NWLR (Pt.333) 385 at 404, the Supreme Court held that ‘where parties have freely entered into a contract, they are bound by its terms and the Court has no jurisdiction to rewrite the agreement’; Nika Fishing Co. Ltd. V. Lavina Corporation (2008) 16 NWLR (Pt.1114) 509.

Counsel submitted that Exhibit BC3 contains no provision requiring the 2nd Claimant to apply before ownership could be transferred. The Defendant’s attempt to introduce such a condition is an impermissible unilateral variation of the parties’ contract. Having admitted that the 2nd Claimant fulfilled every condition stipulated under Exhibit BC3, the Defendant became under an absolute contractual obligation to transfer ownership of the vehicle upon the expiration of the Six-year period. Its refusal to do so constitutes a clear breach of contract.

Counsel further submitted that the Defendant is in clear breach of Exhibit BC3. Upon the expiration of the Six-year period on 17th September, 2018 (i.e. 18/9/12 to 17/9/2018), the 2nd Claimant had fulfilled every condition stipulated under the Defendant’s Group Car Policy, whereupon his contractual right to ownership of the vehicle accrued, vested and crystallized. From that date, the Defendant came under a corresponding contractual obligation to transfer ownership of the vehicle to the 2nd Claimant but wrongfully failed and refused to do so. Counsel referred the court to the case of Best (Nig.) Ltd. V. Blackwood Hodge (Nig.) Ltd. (supra), the Supreme Court held that ‘a breach of contract occurs where a party, without lawful justification, fails or refuses to perform an obligation undertaken under the contract’.

It is the submission of counsel that the Defendant’s breach did not end with its refusal to transfer ownership. From 17^th September, 2018, when the 2^nd Claimant’s ownership rights accrued, until 11^th February, 2019, when the 2^nd Claimant eventually resigned from the Defendant’s employment, the Defendant continued to retain and exploit the vehicle for its own business purposes, and for a period of 147 days, notwithstanding that its contractual interest in the vehicle had ceased. Thereafter, on 20^th March, 2019, the Defendant forcefully confiscated the vehicle from the 2nd Claimant, thereby permanently depriving the 2^nd Claimant of the asset. These facts were specifically pleaded in paragraphs 12–16, 19, and 22 – 29 of the Statement of Facts and proved by paragraphs 12–22 of the 2nd Claimant’s Statement on Oath, without any specific contradiction by the Defendant.

Counsel contended that the law is settled that no person should be permitted to benefit from his own wrong. Counsel relied on the case of Teriba v. Adeyemo (2010) 13 NWLR (Pt. 1211) 242. Accordingly, having wrongfully retained and subsequently confiscated the vehicle after the 2^nd Claimant’s rights had vested, the Defendant must account for the natural consequences of its breach.

Counsel submitted that the 2^nd Claimant’s claim for ?10,000.00 per day represents compensation for the Defendant’s wrongful detention and commercial use of the vehicle after ownership had vested in the 2nd Claimant. It is a claim for the continuing loss of use, loss of economic benefit and continuing deprivation suffered by the 2nd Claimant during the period of wrongful retention. The evidence before the Honourable Court is that vehicles of the same category generated ?10,000.00 per day, and significantly, the Defendant itself paid ?10,000.00 daily to owners of similar vehicles engaged during its 2016 PWC Audit exercise. That evidence was specifically pleaded in Paragraphs 14, 15 and 16 of the Claimants’ statement of Facts and deposed to in paragraphs 16 and 17 of 2nd Statement on oath; and same remained unchallenged. It therefore constitutes credible evidence of the commercial value of the use of the vehicle and is neither speculative nor arbitrary. The Defendant did not specifically traverse these facts. Consequently, they are deemed admitted. Counsel referred the court to the case of Lewis & Peat (N.R.I.) Ltd. V. Akhimien (supra); Owosho v. Dada (supra); NDIC v. Balonwu (supra); and Essien v. Effanga (supra).

Furthermore, counsel submitted that the claim has been specifically pleaded, the basis of computation clearly disclosed, and credible evidence led in support thereof. The law is settled that special damages must be specifically pleaded and strictly proved. Counsel cited the case of Ajigbotosho v. RCC Ltd. (supra) and Okoronkwo v. Chukweke (supra).

Counsel contended that the claim for ?6,500,000.00, being the value of the vehicle at the time it was wrongfully confiscated, is equally supported by credible and unchallenged evidence. The 2nd Claimant testified that, by reason of his careful maintenance of the vehicle, it was worth not less than ?6,500,000.00 when the Defendant forcefully took possession of it. The Defendant neither cross-examined him on that valuation, nor produced any contrary valuation report or expert evidence. Counsel referred the court to the case of Omoregbe v. Lawani (1980) 3–4 SC 108.

In the alternative, counsel urged the Court to grant the alternative relief for ?10,000.00 per day from 20th March, 2019 until judgment, representing continuing compensation for the loss of use and deprivation of the vehicle. Such an order would ensure that the Defendant does not continue to profit from its own breach, particularly in view of the prolonged detention of the vehicle and the erosion of the value of money over time.

Counsel submitted that having established by credible, consistent and uncontroverted evidence that the Defendant breached Exhibit BC3, wrongfully retained and ultimately confiscated the vehicle after the 2nd Claimant’s ownership had vested, counsel urged the Honourable Court to grant all the reliefs sought, including ?1,000,000.00 as legal costs, ?2,000,000.00 as general damages for breach of contract, the costs of this action, and post-judgment interest at 30% per annum until the judgment debt is fully liquidated.

Learned counsel submitted that the 3rd Claimant was employed by the Defendant as a Sales Representative by a letter of appointment dated 6th June, 2007, Exhibit CC1. Thereafter, on 18th September, 2012, after Seven (7) years and three (3) months of 3rd Claimant’s meritorious service, the Defendant allocated to him a Nissan Almera car with registration number SMK 436 DA, under the ‘Defendant’s Group Car Policy,’ Exhibit CC3.

Counsel submitted that for ease of reference and for the avoidance of doubt, we reproduce the terms/conditions contained in the ‘Defendant’s Group Car Policy’, Exhibit CC3:

a) “With this allocation, you shall no longer be entitled to any transport allowance during the privilege use of the official car.

b) Management shall disburse the sum of N40,000 to your account every month for the fueling and maintenance of the car.

c) It is expected that your car should be in proper condition and used for a period of 5 years from the date of purchase before ownership could be transferred to you as per policy terms.

d) Management shall sustain the Insurance/statutory licenses and permits on the car until ownership is transferred to you.

It is the contention of counsel that the 3rd Claimant’s case is that he faithfully complied with every obligation imposed upon him under Exhibit CC3. Consequently, upon his fulfilment of the stipulated conditions precedent in the Group Car Policy, his contractual right and beneficial interest in the Nissan Almera vehicle accrued, vested and crystallised in his favour, on 24th September 2019. (i.e. 25/9/2014 to 24/9/2019). This therefore imposes a corresponding obligation on the Defendant to transfer ownership of the vehicle to him. The Defendant, however, failed and/or refused to perform that obligation, thereby committing a fundamental breach of its contractual undertaking under the Group Car Policy.

Counsel submitted that these facts were exhaustively pleaded in paragraphs 5, 6, 9, 10, 12 and 13 of the Claimants’ statement of Facts dated 2nd February, 2022 and deposed to in paragraphs 4, 5, 6, 7, 8 and 9 of the 3rd Claimant’s statement on oath dated 29th March 2022. The Defendant did not challenge nor controvert this pleadings and evidence in a form whatsoever. It is the submission of counsel that the law is settled that facts not specifically traversed are deemed admitted and require no further proof. Counsel cited the case of Lewis & Peat (N.R.I.) Ltd. V. Akhimien (1976) 7 SC 157; (1976) 1 All NLR (Pt.1) 460; Owosho v. Dada (1984) 7 SC 149.

It is the submission of counsel that the Defendant is deemed to have admitted the allocation of the vehicle, the 3rd Claimant’s compliance with Exhibit CC3, the accrual of his right to ownership upon the expiration of the contractual period, and the Defendant’s refusal to transfer ownership. The Defendant’s sole witness, Ms. Omolola Omoniyi, admitted both in her Written Statement on Oath and during cross-examination before this Honourable Court that the 3rd Claimant fulfilled the conditions stipulated under the Defendant’s Group Car Policy.

Counsel submitted that in paragraph 9 of her Written Statement on Oath, the Defendant’s witness stated thus:

“the ultimate or eventual reversion of ownership of the Company’s vehicle to a privileged employee-user is conditional and not automatic and none of the 1st, 2nd and 5th Claimants met or fulfilled the conditions for the ultimate or eventual reversion of the vehicle to any of them...”

Counsel argued that the Defendant deliberately identified only the 1st, 2nd and 5th Claimants as persons who allegedly failed to satisfy the conditions prescribed under the Policy, while completely excluding the 3rd and 4th Claimants. Being evidence emanating from the Defendant itself, it constitutes an admission against interest and carries substantial evidential weight.

Counsel contended that the Defendant’s witness reinforced this admission during cross-examination on 12th May, 2026 when she testified as follows:

Question: Have a look at Exhibit CC3. Is there any condition in it that the 3rd Claimant did not comply with?

Answer: No, except he did not apply for the car to be transferred to him.

Question: Is there any condition in Exhibit CC3 requiring the 3rd Claimant to apply before the Defendant transfers ownership to him?

Answer: No.

It is the submission of counsel that this admission completely destroys the foundation of the Defendant’s defence. The only reason advanced by the Defendant for refusing to transfer ownership was the alleged failure of the 3rd Claimant to apply for the transfer. Having unequivocally admitted that no such requirement exists anywhere in Exhibit CC3, the Defendant’s justification collapses entirely. The Defendant therefore seeks to rely upon a condition which the parties never agreed to. The law is settled that parties are bound by the terms of the contract they voluntarily entered into, and neither a party nor the Court is entitled to rewrite the agreement by importing terms which the parties themselves never contemplated.

It is the submission of counsel that the 3^rd Claimant that the Defendant’s averment in paragraph 6 of its Statement of Defence, to the effect that the 3^rd Claimant failed to satisfy the conditions prescribed under the Group Car Policy, is completely unsupported by the evidence before this Honourable Court and must be deemed abandoned. Counsel referred the court to the case of Akinfosile v. Ijose (1960) 5 FSC 192; Nwabuoku v. Ottih (1961) All NLR 487; Omoregbe v. Lawani (supra).

Learned counsel submitted that having fulfilled every condition stipulated in Exhibit CC3, the 3rd Claimant’s contractual right to the ownership of the Nissan Almera vehicle accrued, vested and crystallised in his favour. Upon the fulfilment of those conditions, the Defendant’s obligation to transfer ownership ceased to be discretionary and became an enforceable contractual duty.

It is the contention of counsel that a party cannot rely upon its own failure to perform a contractual obligation as a basis for defeating the accrued rights of the other contracting party. Having failed to transfer ownership when it became due, the Defendant cannot rely upon its own omission, or the absence of the very transfer it wrongfully withheld, to contend that ownership never vested in the 3^rd Claimant. Equity will not permit a party to profit from its own wrong.

Counsel maintained that the Defendant’s refusal and/or failure to transfer ownership of the vehicle after the 3rd Claimant’s entitlement had accrued constitutes a clear and fundamental breach of contract. Counsel relied on the case of Best (Nig.) Ltd. V. Blackwood Hodge (Nig.) Ltd. (supra) 95. The Defendant’s refusal to transfer ownership of the vehicle, notwithstanding the 3rd Claimant’s complete compliance with Exhibit CC3, falls squarely within that definition. The Defendant’s excuse that the 3rd Claimant failed to apply for the transfer of ownership is completely untenable and ought to be rejected. The Defendant’s own witness admitted under oath that no such requirement exists anywhere in Exhibit CC3.

It is the submission of counsel that the Defendant cannot therefore import into the contract a condition which the parties themselves never agreed upon. The law is firmly settled that neither the Court nor either of the parties is entitled to rewrite a contract freely entered into by the parties. The rights and obligations of the parties must be determined strictly in accordance with the terms of their agreement and not by subsequent excuses or administrative practices unsupported by the contract itself.

Learned counsel submitted that the 4th Claimant was employed by the Defendant as a Sales Supervisor by a Letter of Appointment dated 18th October, 2010 (Exhibit DC1). In January 2011, pursuant to the Defendant’s Group Car Policy, he was allocated a Toyota Yaris with Registration No. DF 135 APP. A few months later, the Defendant withdrew the Toyota Yaris and replaced it with a Toyota Corolla with Registration No. PC 625 KJA under the same Group Car Policy and in continuation of the original allocation. The understanding between the parties was that the combined period of use of both vehicles would be five (5) years, upon the expiration of which ownership of the replacement vehicle would be transferred to the 4th Claimant.

Learned counsel further submitted that the 4th Claimant further testified that upon replacing the Toyota Yaris with the Toyota Corolla, the Defendant retrieved the original Letter of Allocation under the guise of substituting the particulars of the replacement vehicle but thereafter failed and refused to return it. This material fact was specifically pleaded and deposed to on oath, yet the Defendant never denied retrieving the document. Although served with a Notice to Produce, the Defendant deliberately failed to produce the Letter of Allocation before this Honourable Court. By virtue of section 167(d) of the Evidence Act, 2011, this Honourable Court is entitled to presume that evidence withheld by a party would, if produced, have been unfavourable to that party.

Counsel urged the Court to draw the statutory adverse inference that the withheld Letter of Allocation would have confirmed that the Toyota Corolla remained subject to the same Group Car Policy and ownership-transfer arrangement. The Defendant cannot suppress a material document in its custody and thereafter seek to benefit from its absence.

Counsel contended that paragraph 9 of the Claimants’ Statement of Facts, wherein the Claimants pleaded that ownership of their respective vehicles reverts to them upon the expiration of the prescribed five-year period under the Defendant’s Group Car Policy. This material averment was never specifically traversed by the Defendant and is therefore deemed admitted. Counsel cited Lewis & Peat (N.R.I.) Ltd. V. Akhimien (Supra).

Counsel maintained that for ease of reference, the relevant provisions of the Defendant’s Group Car Policy provide:

a) “With this allocation, you shall no longer be entitled to any transport allowance during the privilege use of the official car.”

b) “Management shall disburse the sum of N40,000 monthly for fueling and maintenance.”

c) “It is expected that your car should be in proper condition and used for a period of five (5) years from the date of purchase before ownership could be transferred to you as per policy terms.”

d) “Management shall sustain the insurance, statutory licences and permits until ownership is transferred.”

e) “The employee shall bear the cost of traffic violations and repairs.”

Counsel submitted that the unchallenged evidence before this Honourable Court is that the 4th Claimant faithfully complied with every obligation imposed upon him under the Policy by maintaining and using the vehicle in accordance with its terms. Consequently, upon the expiration of the prescribed five-year period on 31st January 2016, his contractual right to ownership accrued, vested and crystallised, thereby imposing a corresponding obligation on the Defendant to transfer ownership of the vehicle.

Furthermore, counsel submitted that the Defendant itself supplied the strongest evidence in support of the 4^th Claimant’s case. In paragraph 9 of her Written Statement on Oath, the Defendant’s sole witness stated:

Counsel maintained that this evidence is most revealing. While expressly alleging non-compliance against only the 1st, 2nd and 5th Claimants, the Defendant conspicuously omitted the 3rd and 4th Claimants. That omission constitutes a clear admission against interest by the Defendant \

itself and strongly supports the 4th Claimant’s case.

Counsel maintained that the foregoing admission was further reinforced during the cross-examination of the Defendant’s sole witness on 12th May, 2026:

Question: Is there any condition in the Defendant’s Group Car Policy that the 4th Claimant did not comply with?

Answer: No, except he did not apply for the car to be transferred to him.

Question: Is there any condition in the Policy requiring the 4th Claimant to apply before ownership could be transferred?

Answer: No.

Learned counsel submitted that this evidence completely demolishes the Defendant’s case. The witness unequivocally admitted that the 4th Claimant complied with every condition stipulated under the Group Car Policy and equally admitted that the alleged requirement of making an application for transfer of ownership is nowhere contained in the Policy. Having voluntarily entered into the contract, the Defendant cannot unilaterally impose a condition which the parties never agreed upon. It is settled law that Courts do not rewrite contracts for parties or import into them terms which they deliberately omitted.

Counsel submitted that although the Defendant pleaded that the 4th Claimant failed to satisfy the conditions of the Group Car Policy, its own witness identified only the 1st, 2nd and 5th Claimants as those who allegedly failed to comply, deliberately excluding the 3rd and 4th Claimants. The maxim expressio unius est exclusio alterius therefore applies. Where particular persons are expressly mentioned, those omitted are deemed excluded. Counsel cited the cases of Mobil Oil (Nig.) Ltd. V. Federal Board of Inland Revenue (1977) 3 SC 97 and A.G. Bendel State v. A.G. Federation (1981) 10 SC

Furthermore, counsel submitted that the Defendant’s pleading alleging non-compliance by the 4th Claimant is unsupported by any credible evidence and is consequently deemed abandoned. The law is firmly settled that pleadings unsupported by evidence go to no issue. Counsel referred the court to the case of Akinfosile v. Ijose (1960) 5 FSC 192, Nwabuoku v. Ottih (1961) All NLR 487, and Bunge v. Gov. Rivers State (2006) 12 NWLR (Pt. 995) 573; Omoregbe v. Lawani (1980) 3–4 SC 108. counsel argued that the Defendant cannot approbate and reprobate by admitting compliance through its evidence while contending the contrary in its pleadings.

It is the contention of counsel that having established that the 4th Claimant faithfully performed every obligation imposed upon him under the Group Car Policy, his contractual right to ownership of the Toyota Corolla irrevocably accrued, vested and crystallised on 31st January 2016. From that date, the Defendant became legally bound to transfer ownership of the vehicle in accordance with the Policy. Counsel referred the court to the case of Union Bank of Nigeria Ltd. V. Ozigi (1994) 3 NWLR (Pt.333) 385 at 404.

It is the contention of counsel that the Defendant’s refusal to transfer ownership after the 4th Claimant’s entitlement had accrued constitutes a clear breach of contract. Counsel cited Best (Nig.) Ltd. V. Blackwood Hodge (Nig.) Ltd. (2011) 5 NWLR (Pt.1239) 95.

Accordingly, counsel submitted that once the 4th Claimant fulfilled the stipulated conditions, the Defendant’s obligation to transfer ownership ceased to be discretionary and became mandatory. Its continued refusal to honour that obligation amounts to a continuing breach of the Group Car Policy, and the Defendant cannot be permitted to benefit from its own breach by withholding a contractual benefit which had already accrued and vested in the 4th Claimant.

Counsel contended that the evidence before this Honourable Court further establishes that after the 4th Claimant’s contractual right to ownership had accrued on 31st January 2016, the Defendant nevertheless retained possession of the Toyota Corolla, continued to deploy it in its commercial operations and derived the full benefit of its use until it eventually confiscated the vehicle on 17th July 2019. By so doing, the Defendant enjoyed the use and profits of property which, by its own contract, ought to have vested in the 4th Claimant, while simultaneously depriving him of its beneficial ownership and use. Equity will not permit a party to profit from its own breach of contract.

Learned counsel submitted that the 4th Claimant gave credible and unchallenged evidence that the vehicle generated a minimum net income of N10,000.00 per day, and further testified that during the Defendant’s 2016 PWC Audit Exercise, the Defendant itself paid owners of similar vehicles N10,000.00 per day, thereby acknowledging and confirming the commercial earning capacity of such vehicles. These facts were specifically pleaded and supported by evidence on oath, yet they were neither challenged under cross-examination nor contradicted by any evidence from the Defendant. The law is settled that facts pleaded and supported by uncontroverted evidence require no further proof. Counsel cited Lewis & Peat (N.R.I.) Ltd. V. Akhimien (Supra); Owosho v. Dada; NDIC v. Balonwu (2017) LPELR-41963(CA); and Essien v. Effanga (2012) LPELR-8495(CA).

Counsel submitted that the Defendant ultimately confiscated the vehicle on 17th July 2019, notwithstanding that ownership had vested in the 4th Claimant more than three years earlier. At the time of the confiscation, the vehicle had an estimated market value of N9,000,000.00. Having wrongfully withheld and continued to exploit the vehicle after the 4th Claimant’s proprietary interest had accrued, the Defendant is liable not only for the value of the vehicle but also for compensation for the continued deprivation of its use and the commercial income lost by the 4th Claimant during the period of wrongful detention.

Counsel further submitted that the Defendant failed to produce the Letter of Allocation after being served with a Notice to Produce; failed to specifically traverse the Claimants’ material averments regarding the Group Car Policy; and, most significantly, its own sole witness admitted both in her Written Statement on Oath and under cross-examination that the 4th Claimant complied with every condition prescribed by the Policy, whilst also admitting that no provision of the Policy required him to apply before ownership could be transferred. The Defendant cannot continue to retain the vehicle, derive commercial benefit from it and simultaneously deny the 4th Claimant the contractual benefit which had already accrued and vested in him. Such conduct offends both the express terms of the contract and settled equitable principles that no party should be permitted to benefit from its own wrong.

It is the contention of counsel that having fulfilled every obligation imposed upon him under the Defendant’s Group Car Policy, equity will regard as done that which ought to have been done. The Defendant ought to have transferred ownership of the Toyota Corolla to the 4th Claimant immediately his entitlement crystallised on 31st January 2016. Having failed to perform that contractual obligation, it cannot now rely on its own default to defeat the 4th Claimant’s vested proprietary rights. Equity and the law will not permit a party to benefit from its own wrong.

It is the submission of counsel that the 5th Claimant was employed by the Defendant as a Sales Representative by a Letter of Appointment dated 29th April 2011 (Exhibit EC1). In September 2011, the Defendant allocated to him a Renault Logan Mini Van under the ‘Defendant’s Group Car Policy’. A few months later, the Defendant withdrew the Renault Logan and replaced it with a Toyota Yaris with Registration No. EPE 569 EJ under the same policy. The replacement was merely a continuation of the original allocation, with the combined period of use being five (5) years, after which ownership of the Toyota Yaris was to be transferred to the 5th Claimant.

Counsel submitted that the 5th Claimant pleaded and testified that upon the replacement of the Renault Logan, the Defendant also withdrew the Letter of Allocation to substitute the particulars of the Toyota Yaris but never returned the revised Letter to him. These facts were pleaded in paragraphs 7, 8, 9, and10 of the Statement of Facts and deposed to in paragraphs 4, 5, 6, and 7 of the 5th Claimant’s Statement on Oath. Although given a Notice to Produce, the Defendant failed to produce the Letter of Allocation.

Counsel urged the Honourable Court to invoke Section 167(d) of the Evidence Act, 2011 and presume that the withheld document would have been unfavourable to the Defendant and favourable to the 5th Claimant. Having withheld the document after withdrawing it from the Claimant, the Defendant cannot suppress the best evidence and benefit from its non-production.

Counsel further submitted that Paragraph 9 of the Claimants’ Statement of Facts pleaded that under the Defendant’s Group Car Policy, ownership of allocated vehicles reverts to the respective employees after five (5) years. The Defendant did not specifically deny this material averment and is therefore deemed to have admitted it.

The relevant provisions of the Defendant’s Group Car Policy are as follows:

a. ‘The employee shall not receive transport allowance during the period of use of the official car.

b. The Defendant shall pay N40,000 monthly for fueling and maintenance.

c. The vehicle shall be used for five (5) years from the date of purchase before ownership is transferred to the employee.

d. The Defendant shall maintain insurance, statutory licences and permits until ownership is transferred.

e. The employee shall bear the cost of traffic offences and repairs, while the Defendant shall assist with genuine insurance claim.’

It is the submission of counsel that the 5th Claimant pleaded and gave unchallenged evidence that he complied with every condition of the Group Car Policy. More significantly, under cross-examination on 12th May 2026, the Defendant’s sole witness, Ms. Omolola Omoniyi, expressly admitted that the 5th Claimant fulfilled all the requirements of the policy. By virtue of Section 123 of the Evidence Act, 2011, admitted facts require no further proof.

Counsel submitted that once the 5th Claimant satisfied the conditions of the policy, his contractual right to ownership accrued, vested and became enforceable. The Defendant became bound to transfer ownership and could not lawfully defeat that accrued right by withholding performance or subsequently repossessing the vehicle. Equity regards as done that which ought to have been done.

Counsel further submitted that it is settled that parties are bound by the terms of their agreement and the Court cannot rewrite their contract. Counsel referred the court to the case of Union Bank of Nigeria Ltd. V. Ozigi (supra) and Nika Fishing Co. Ltd. V. Lavina Corporation (supra). Accordingly, the Defendant’s refusal to transfer ownership after the 5th Claimant fulfilled all contractual conditions amounted to a clear breach of contract. Counsel cited the case of Best (Nig.) Ltd. V. Blackwood Hodge (Nig.) Ltd. (supra) and NEPA v. Edegbero (supra).

Counsel contended that the evidence further established that despite the accrual of the 5th Claimant’s ownership rights on 31st October 2016, the Defendant retained and continued to use the vehicle for its business operations until it forcefully confiscated it on 4th October 2019, a period of 1,098 days. These facts were pleaded in paragraph 21 of the Statement of Facts and paragraph 13 of the 5th Claimant’s Statement on Oath and were never challenged. The Defendant thereby deprived the 5th Claimant of the beneficial enjoyment of property already vested in him while continuing to benefit from its use. Equity will not permit a party to profit from its own breach.

Learned counsel submitted that the 5th Claimant further gave unchallenged evidence that the vehicle had a commercial earning capacity of not less than N10,000.00 per day. He also testified that the Defendant paid owners of similar vehicles N10,000.00 per day during the 2016 PWC Audit exercise, thereby confirming the commercial value of such vehicles. These facts were pleaded in paragraphs 14–16 of the Statement of Facts and deposed to in paragraphs 13–17 of the Statement on Oath. The Defendant neither specifically traversed nor rebutted them. They are therefore deemed admitted and require no further proof. Counsel cited the cases of Lewis & Peat (N.R.I.) Ltd. V. Akhimien (supra); Owosho v. Dada (supra); NDIC v. Balonwu (supra); and Essien v. Effanga (supra).

Counsel submitted that the Defendant eventually confiscated the vehicle on 4th October 2019 despite the 5th Claimant’s accrued proprietary interest. The 5th Claimant also gave unchallenged evidence that the vehicle had a market value of not less than N7,000,000.00 at the time of its confiscation. Having wrongfully deprived him of his vested contractual and proprietary rights, the Defendant is liable for the value of the vehicle and the loss occasioned by its continued use.

Counsel further submitted that the Defendant failed to produce the Letter of Allocation after Notice to Produce, failed to specifically traverse material averments in the pleadings, and its sole witness admitted that the 5th Claimant fulfilled every condition of the Group Car Policy. The Defendant cannot retain the benefit of the vehicle, continue to profit from its use, and simultaneously deny the 5th Claimant the contractual benefit that had already accrued and vested in him. Both law and equity prohibit a party from benefiting from its own breach.

It is the submission of counsel that the 5th Claimant has proved his case on the preponderance of evidence and is entitled to all the reliefs sought in the Claimants’ pleadings and 4th Claimant’s statement on oath. Having failed to transfer ownership when the Claimants’ rights crystallized, the Defendant continued to retain, deploy and derive commercial benefit from the vehicles before ultimately confiscating them. That conduct amounts to a continuing breach of contract, a continuing deprivation of the Claimants’ vested proprietary rights, and unjust enrichment.

The Claimants’ principal relief of ?10,000.00 per day from the respective dates their rights accrued until the dates established in evidence and/or until judgment is therefore neither speculative nor arbitrary but the direct consequence of the Defendant’s breach. The Defendant itself supplied the evidential basis for this relief by admitting that it paid ?10,000.00 per day for the use of comparable vehicles during the 2016 PWC Audit exercise. That evidence was unchallenged. Having itself placed a commercial value on the daily use of such vehicles, the Defendant cannot deny the value of the Claimants’ loss. Equity will not permit a party to profit from its own breach. See Teriba v. Adeyemo (2010) 13 NWLR (Pt. 1211) 242.

REPLY ON POINTS OF LAW

Claimant’s counsel reply on points of law is dated and filed 13^th July, 2026, wherein counsel contended that the Defendant’s address proceeds upon five broad propositions: that the Claimants did not satisfy the contractual conditions, particularly payment of 1–5% and an application for transfer; that their employments ended before the qualifying periods; that no title document was tendered; that the claims for daily loss of use and vehicle values were not strictly proved; and that solicitor’s fees and the ancillary reliefs are not grantable. Counsel submitted that those propositions either contradict the Court’s record, misconstrue the contractual documents, or misapply the law.

Learned counsel submitted that on reply to the alleged failure of condition precedent, the Claimants do not dispute the elementary propositions cited in paragraphs 4.2–4.7 of the Defendant’s Address concerning burden of proof and the binding force of a written contract. The complaint is their misapplication. Counsel contended that the Court must construe the whole agreement and enforce the obligations of both sides; it cannot isolate a proviso, ignore the steps exclusively reserved to Management, or import a condition which the contract does not contain. Counsel referred the court to the case of Nika Fishing Co. Ltd. v. Lavina Corporation (2008) 16 NWLR (Pt. 1114) 509 at 542–543 and B.F.I. Group Corporation v. Bureau of Public Enterprises (2012) 18 NWLR (Pt. 1332) 209.

Counsel further submitted that on the Defendant’s own quotation of clause 2 of Exhibits D1–D3, the amount payable was not a fixed 1% or 5%. It was “between 1–5%” and was to be “determined by the Management in its discretion … at the end of the usage period.” Thus, before any payment could fall due, Management had to: (i) determine the applicable percentage; (ii) compute the amount from the original purchase cost; (iii) communicate that determination to the affected Claimant; and (iv) provide an opportunity for payment. The Defendant neither pleaded nor proved that it performed any of those anterior obligations.

It is the submission of counsel that a party cannot rely upon the non-occurrence of a condition which its own omission prevented. Counsel cited Solanke v. Abed (1962) 1 All NLR 230 at 233; Ikedife v. Obienu (1975) 5 SC 231.

Counsel argued that the Defendant’s repeated assertion that the Claimants never “applied” for transfer is equally untenable. Its sole witness admitted under cross-examination, in relation to the Claimants, that the Policy contains no requirement for an application. A court cannot add to a written contract a term which the parties did not make for themselves. Counsel relied on the case of Union Bank of Nigeria Ltd. v. Ozigi (1994) 3 NWLR (Pt. 333) 385 at 404; L.S.W.C. v. Sakamori Construction (Nig.) Ltd. (2011) 12 NWLR (Pt. 1262) 569 at 607–608.

Counsel contended that submission in paragraphs 4.11, 4.13, 4.14, 4.16 and 5.1–5.3 that none of the five Claimants fulfilled the conditions, and that the Claimants allegedly admitted non-compliance under cross-examination, is contrary to the Court’s record. Each of the five Claimants maintained in his evidence, including under cross-examination, that he complied with all the terms and conditions of the Group Car Policy. None of the Claimants admitted failure to fulfil the Policy. Defendant’s counsel’s contrary statement in paragraph 4.14 of the Defendant’s Address is therefore not a fair account of the evidence and must be discountenanced.

It is the contention of counsel that counsel’s address cannot reverse or replace sworn evidence and admissions already forming part of the Court’s record. It is settled that the address of counsel, however forceful, is not evidence. Counsel referred the court to U.B.N. Plc v. Ayodare & Sons (Nig.) Ltd. (2007) 13 NWLR (Pt. 1052) 567 at 591 and A.G. Ferrero & Co. Ltd. v. H.C. (Nig.) Ltd. (2011) 13 NWLR (Pt. 1265) 592 at 609.

Learned counsel submitted that the qualifying periods and replacement vehicles, the statement in paragraph 4.13 of the Defendant’s Address that all the Claimants left employment before completing the stipulated period is not evidence and is demonstrably overbroad. The individual allocation dates, replacement history, periods of use, accrual dates and termination dates are contained in the exhibits and the Claimants’ uncontroverted evidence. They must be considered Claimant by Claimant, not displaced by a global assertion from the Bar. In particular, the 1st and 2nd Claimants completed the five-year and six-year periods respectively before the cessation of their employments. Their rights had therefore accrued before the Defendant took the vehicles. Once a contractual right has accrued, a subsequent resignation or termination cannot retrospectively extinguish it unless the contract expressly so provides. No such forfeiture clause was identified by the Defendant.

Counsel further submitted that as regards the 3rd Claimant, the Defendant’s address treats the later documentation or replacement particulars as if they created an entirely new allocation and erased the period already served under the subsisting Group Car Policy. That is not the Claimants’ case or evidence. Counsel urged the court to examine the allocation history and the Defendant witness’s admission that the 3rd Claimant was not among those alleged in her statement on oath to have failed the conditions.

Counsel contended that for the 4th Claimant, the Defendant retrieved the original Letter of Allocation when the Toyota Yaris was replaced by the Toyota Corolla and failed to produce it after Notice to Produce. Exhibit D4, a later Vehicle Allocation Form, cannot be used to erase the original Group Car Policy or restart the accrued period. Under section 167(d) of the Evidence Act, 2011, the Court may presume that the withheld document would, if produced, be unfavourable to the Defendant. Counsel relied on the case of Buhari v. INEC (2008) 19 NWLR (Pt. 1120) 246 at 391–392.

Counsel submitted further that there is a fundamental difficulty with Exhibit D4. It is a purported contractual document materially different from the Group Car Policy. Although it bears the 4th Claimant’s signature, it was never signed or executed by the Defendant—the very party which tendered and now seeks to enforce it. Its admission in evidence does not, without more, establish that it became a mutually concluded bilateral agreement or that both parties intended it to supersede the subsisting Group Car Policy. Admissibility is distinct from contractual validity, effect and probative weight.

Counsel argued that the Defendant produced no executed counterpart, resolution, letter or other evidence showing its assent to Exhibit D4 as a replacement contract; nor did it identify any express clause in D4 terminating, varying or superseding the earlier Group Car Policy and the period already served under it. A subsisting written contract cannot be displaced by a materially different unilateral form without proof of mutual assent to the variation. Counsel relied on the case of Nika Fishing Co. Ltd. v. Lavina Corporation (2008) 16 NWLR (Pt. 1114) 509 at 542–543 and B.F.I. Group Corporation v. Bureau of Public Enterprises (2012) 18 NWLR (Pt. 1332) 209.

Counsel submitted that the Defendant cannot withhold the original allocation document, tender its own unexecuted alternative, and invite the Court to treat that document as extinguishing the 4th Claimant’s accrued service and rights. The same error affects the 5th Claimant. Exhibit D5 relating to the replacement vehicle must be read in the context of the original allocation and the continuous use of the Renault Logan and replacement Toyota Yaris under the same employment benefit. A unilateral replacement of the physical vehicle cannot, without an express agreed term, wipe out years already served or convert a transfer scheme into a mere discretionary replacement scheme.

Counsel contended that the Defendant cannot rely on its legal ownership, registration, insurance or maintenance of the vehicles before transfer as proof that the Claimants’ contractual rights never accrued. Those facts are perfectly consistent with the Policy, which expressly required the Defendant to retain title and sustain insurance and statutory licences until the transfer date. The issue is not whether title had already been formally registered in the Claimants’ names; it is whether, after satisfaction of the agreed period and conditions, the Defendant became contractually bound to effect that transfer. Its failure to execute the very title documents it was obliged to execute cannot defeat the Claimants’ claims.

Learned counsel submitted that Section 128 of the Evidence Act and the Defendant’s own admissions, in paragraphs 4.20–4.21, the Defendant relies on section 125 of the Evidence Act for the rule excluding oral variation of a written contract. Counsel contended that section 125 only provides that facts, except the contents of documents, may be proved by oral evidence. The relevant provision is section 128. The miscitation is material because the Claimants did not seek to vary the documents by oral evidence; they relied on oral evidence and cross-examination to prove performance, the allocation/replacement history, the Defendant’s conduct, and the absence of any contractual requirement for an application. Section 128 does not prohibit evidence of facts showing how a written contract was performed, whether a condition occurred, or admissions made by the opposing party. Nor does it authorize the Defendant to isolate D1–D5 from the allocation letters and the entire contractual setting. Section 129 of the Act expressly permits evidence of surrounding facts for the proper application and interpretation of documentary terms in appropriate cases.

Counsel submitted that the Defendant’s witness’s admission that the Policy contains no application requirement does not vary the Policy; it confirms its written contents. Likewise, her admission that no other condition was unfulfilled is evidence of performance. The Defendant cannot invoke the parol evidence rule to suppress admissions elicited from its own witness on facts directly in issue.

Furthermore, counsel submitted that on daily loss of use and vehicle values, the Claimants accept that quantified claims must be specifically pleaded and strictly proved. The Defendant, however, incorrectly equates “strict proof” with proof only by bank statements, receipts or an expert valuation report. Counsel cited the case of Neka B.B.B. Manufacturing Co. Ltd. v. African Continental Bank Ltd. (2004) 2 NWLR (Pt. 858) 521 at 540–541.

Counsel contended that the daily sum of ?10,000 was specifically pleaded, repeated in the Claimants’ sworn evidence, and supported by the concrete comparator that during the Defendant’s 2016 PWC audit exercise the Defendant paid ?10,000 per day for the use of comparable privately owned vehicles. That is evidence of an actual rate paid by this very Defendant for the same kind of vehicle service, not speculation. The Defendant led no contrary market evidence and did not dislodge that comparator under cross-examination.

Counsel argued that the Defendant’s suggestion in paragraph 4.23 that this claim constitutes an admission that the Claimants commercially used the cars is a complete misconception. The claim is compensation for the Defendant’s continued business use and detention of the vehicles after the dates on which transfer ought to have occurred, and for the Claimants’ consequent loss of use. It is not a claim that the Claimants used the vehicles commercially while they remained subject to the official-use restriction. The contractual prohibition relied on by the Defendant is therefore irrelevant.

Counsel submitted that loss of use is a recognized consequence of wrongful detention of a chattel, and the wrongdoer cannot insist that the owner first hire a substitute before the deprivation becomes compensable. In any event, the Claimants supplied a rational daily measure grounded in the Defendant’s own contemporaneous practice. The vehicle values were also expressly pleaded and testified to by the respective Claimants, who had years of direct knowledge of the vehicles, their model, age and condition. A valuation report is useful but is not, as the Defendant suggests, the sole legally admissible means of proving value. The weight of the oral estimates is for the Court after considering the age, condition and surrounding evidence. Moreover, where the Defendant wrongfully withheld or confiscated the vehicles and alone retained access to them, every evidential uncertainty should not be resolved in favour of the party responsible for that deprivation. Counsel referred the court to the case of Air Liquide Nigeria Plc v. Nnam (2011) 9 NWLR (Pt. 1251) 61 and U.T.B. (Nig.) Ltd. v. Ajagbule (2011) 18 NWLR (Pt. 1278) 152.

Learned counsel submitted that on solicitor’s fees, cost, general damages and interest, the Defendant relies on Guinness (Nig.) Plc v. Nwoke (2000) 15 NWLR (Pt. 689) 135 and Nwanji v. Coastal Services (Nig.) Ltd. (2004) 11 NWLR (Pt. 885) 552 against recovery of solicitor’s fees as a head of damages. Counsel contended that without conceding the full reach of those authorities in the special labour jurisdiction of this Court, the Claimants distinguished their relief: the expense was specifically pleaded and supported by the bill and receipt admitted as Exhibits AC5/AC6 and the corresponding exhibits for the other Claimants. It was not left as a bare assertion.

It is the contention of counsel that the Court’s independent power to award the costs of proceedings remains intact under Order 55 Rules 1 and 5 of the National Industrial Court of Nigeria (Civil Procedure) Rules, 2017. Rule 5 directs that the successful party be indemnified for expenses to which that party was unnecessarily put. Counsel relied on the case of DHL International Nigeria Ltd. v. Eze-Uzoamaka (2020) 16 NWLR (Pt. 1751) 445 @ 500. Thus, even if the particular head styled “avoidable legal cost” is not awarded in full as damages, the proved litigation expense remains a relevant factor in the Court’s assessment of costs.

Counsel submitted that the argument that general damages must fail assumes the very issue in dispute. Refusal to transfer the vehicles after the contractual rights accrued, continued use or detention, and eventual confiscation constitute the pleaded breaches and wrongs. Once established, general damages follow as the natural consequence of the breach and need not be proved with mathematical exactitude. Counsel relied on the case of Yalaju-Amaye v. A.R.E.C. Ltd. (1990) 4 NWLR (Pt. 145) 422 at 451.

It is the submission of counsel that the claims for costs and post-judgment interest are not evidentially dependent in the manner suggested by paragraph 4.29 of the Defendant’s Address. They are consequential orders within the Court’s procedural discretion once a monetary judgment is entered. The Court may therefore award appropriate costs under Order 55 and post-judgment interest under Order 47 Rule 7 of the Rules, having regard to the circumstances and the need to discourage delay in satisfying the judgment.

DECISION OF THE COURT

I have carefully read through the processes filed, and also listened to the evidence as well as arguments presented by learned counsel on both sides on the issues for determination formulated by both parties. The court hereby adopts the following issue for determination to wit:

Whether, having regard to the contractual documents and evidence before the Court, the Claimants have established their entitlement to the reliefs sought.

In resolving this issue, the Court shall determine:

1. Whether the Claimants established that the contractual conditions for transfer of the vehicles were fulfilled;

2. Whether the Defendant thereby became obliged to transfer ownership of the vehicles;

3. Whether the subsequent retention or repossession of the vehicles constituted a breach;

4. Whether the claims for daily loss of use and the alleged values of the vehicles were strictly proved; and

5. Whether the Claimants are entitled to solicitor's fees, general damages, costs and post-judgment interest.

In considering the issue raised for determination; it is pertinent to consider Whether the parties are bound by the Group Car Policy and related agreements, the law is settled that where parties have reduced their agreement into writing, the Court's primary duty is to construe and give effect to the agreement as made by the parties. The Court cannot make a new contract for the parties or import into their agreement terms which are not contained therein. It is trite that a Court of law must always respect the sanctity of the agreements reached by parties as it favours the inalienable rights of the freedom of formation of contracts by parties and would not make a contract for them or re-write the one, they have already made for themselves.

Parties are bound by their agreement. Its terms and conditions must be respected by the Court. Where the terms and conditions are clear and unambiguous, the duty of the Court is to give effect to the plain words, and on no account should the Court rewrite the contract for the parties. See Clean Credential Ltd. v I.T.F., Governing Council (2019) 17 NWLR (Pt. 1701) 318.

When parties enter into an agreement and have reduced same into writing, the written agreement governs their relationship. If there is any dispute, the agreement is the reference point and none of the parties would be allowed to vary, add, subtract or resile from it. U.B.N v Ozigi (1994) 3 NWLR (Pt. 333) 385; Akubuiro v Mobil Oil Nig. Ltd. (2012) 14 NWLR (Pt. 1319) 42.

It follows therefore, that the Claimants cannot succeed merely by establishing that vehicles were allocated to them. They must establish the contractual terms governing each allocation and prove that the conditions precedent to transfer were fulfilled.

The burden of establishing the facts necessary to sustain their claims rests upon the Claimants. Sections 131–133 of the Evidence Act 2011 require the party who asserts the existence of a fact necessary to establish his case to prove that fact.

The fact that the Defendant's witness made certain admissions during cross-examination is relevant and must be considered, but such admissions must be considered alongside the documentary contracts tendered before the Court. It can not be considered in isolation of the documentary evidence.

The relationship between the Claimants and Defendant is contractual, and their rights and obligations are regulated solely by the terms of their respective employment contracts and the separate Group Car Policy, Company Car Use Agreements and Vehicle Allocation Forms executed by them.

From the evidence before the Court, ownership of the car was not automatic, rather, transfer of ownership was expressly made subject to the fulfillment of specified conditions, including;

1. Use of the cars for a minimum period of 5 or 6 years in the employment of the Defendant.

2. Payment by each Claimants of the stipulated percentage between 1-5% of the value of the cars;

3. Use of the cars strictly for official purposes;

4. Compliance with all the terms and conditions in the applicable vehicle allocation policy.

Going by Exhibits AC3, BC3 and CC5 which the Claimants relied on, a careful examination of these exhibits it is shown that ownership of the car remained vested on the Defendant pending the fulfillment of the conditions stipulated therein, also as seen in Exhibits D1, D2, D3, D4 and D5.

It is pertinent to note that none of the Claimants satisfied the condition precedent stipulated before their resignation or termination of employment.

Going by the evidence before the Court, the Defendant allocated the car to the 1^st Claimant under the Group Car Policy and Company Car Use Agreement (Exhibits AC3 and D1 respectively). The Defendant allocated the car to the 2^nd Defendant under the Group Car Policy and Company Car Use Agreement (Exhibits BC3 and D2 respectively). The Defendant allocated the car to the 3^rd Claimant under the Group Car Policy and Company Car Use Agreement (Exhibits CC5 and D3 respectively). These documents stipulated pre-conditions to be fulfilled by the 3^rd Claimant for the transfer of ownership of the car to him.

The Defendant allocated the car to the 4^th Claimant under the Vehicle Allocation Form (Exhibit D4). This document never vested ownership of the car in the 4^th Claimant or contemplated any eventual transfer of ownership of the car to the 4^th Claimant. The Defendant allocated the car to the 5^th Claimant under the Car Use Agreement (Exhibit D5). This document never envisaged any transfer of ownership to the 5^th Claimant. Ownership of the car remained with the Defendant.

Also, it is important to note that none of the Claimants made any monetary contribution or even formally applied for the transfer of ownership of the cars to them as stipulated in Exhibits D1, D2, D3, D4 and D5.

THE 1^ST CLAIMANT

The 1^st Claimant relied principally on Exhibit AC3, the Group Car Policy, together with Exhibit D1, the Company Car Use Agreement.

The Defendant's case is that ownership was not automatic and that certain conditions, including the prescribed period of use and financial obligations, had to be fulfilled before ownership could pass.

The Claimants have argued that the Defendant's failure to determine or communicate the applicable percentage payable under the policy cannot subsequently be relied upon as a reason for denying the transfer. However, the burden remains on the 1st Claimant to establish that every condition which had become applicable to him under the contractual documents had been satisfied.

The evidence before the Court does not sufficiently establish payment or satisfaction of the financial condition contained in the contractual arrangement relied upon by the Defendant. Neither has the 1st Claimant established by documentary evidence that the Defendant formally determined the amount payable and that he thereafter satisfied it.

The Court cannot rewrite the parties' agreement in order to remove a contractual condition merely because the result may appear inconvenient to one party. Accordingly, I find that the 1^st Claimant has not proved by credible and satisfactory evidence that all contractual conditions precedent to transfer of ownership were fulfilled.

His claim founded upon an alleged accrued ownership right therefore fails. I so hold.

THE 2^ND CLAIMANT

The 2^nd Claimant relied upon Exhibit BC3, which states amongst other things, that the vehicle was to be used for six years before ownership could be transferred in accordance with the policy terms.

There is evidence from the Defendant's witness under cross-examination that, looking at Exhibit BC3, no condition contained in that document had not been complied with, save the alleged failure to apply for transfer, and that Exhibit BC3 itself did not require an application before transfer. That admission is material.

Nevertheless, the Court must distinguish between Exhibit BC3 and the separate Company Car Use Agreement, Exhibit D2. The contractual rights of the parties must be determined from the entire contractual arrangement applicable to the vehicle and not from one document in isolation.

The Claimants have not sufficiently demonstrated that all conditions contained in the entire contractual arrangement, including any applicable financial condition in Exhibit D2, were fulfilled.

The Court therefore cannot proceed merely on the basis that the six-year period elapsed. The expiration of the period was a condition for eligibility; it did not, on the evidence before the Court, establish by itself compliance with every other applicable condition.

Consequently, the 2nd Claimant has also failed to establish his entitlement to the vehicle's value on the footing that ownership had irrevocably vested in him.

THE 3^RD CLAIMANT

The 3^rd Claimant relied on the Group Car Policy and his vehicle allocation documentation. The relevant policy provision states that the vehicle was to be used for a period of five years before ownership could be transferred according to the policy terms.

The Claimants placed considerable reliance upon the evidence of DW1 that there was no condition in the relevant policy which the 3rd Claimant had failed to fulfil, except the alleged requirement to apply for transfer, which DW1 subsequently admitted was not contained in the policy.

This evidence is significant because a party cannot introduce into a written agreement a condition which the parties did not agree upon. However, the burden remains on the 3^rd Claimant to establish the precise contractual obligation allegedly breached and the loss resulting from that breach. The law is settled that a document speaks for itself, and no amount of evidence can contradict the document, and not even the contention of Counsel in his Written Address. See Hyeladzira v Omonijo & Anor (2024) LPELR-62213(CA) (pp. 13 – 13, paras. A - A).

On the totality of the evidence, I find that the 3^rd Claimant established that the contractual period prescribed by the policy elapsed and that the Defendant's own witness did not identify any outstanding condition in the policy itself.

I therefore find that the Defendant's reliance solely upon an alleged requirement that the 3rd Claimant must first apply for transfer, where the Defendant's witness admitted that no such term existed in the policy, cannot defeat the Claimant's accrued contractual entitlement.

I consequently find that the Defendant breached the contractual obligation relating to the transfer of the 3rd Claimant's vehicle.

However, that finding does not automatically entitle the 3rd Claimant to every monetary relief claimed. The Court must still determine whether each head of damages has been proved by the claimant. In the instant case, claimant has not proven his entitlement to that effect. I so hold.

THE 4^TH CLAIMANT

The 4^th Claimant's case presents a different evidential problem. The Defendant tendered Exhibit D4, described as a Vehicle Allocation Form. The Claimant contends that an earlier allocation document was withdrawn by the Defendant when the vehicle was replaced and that the Defendant failed to produce it despite Notice to Produce.

Section 167(d) of the Evidence Act permits the Court, in appropriate circumstances, to presume that evidence which could be produced but is withheld would, if produced, be unfavourable to the person withholding it.

However, an adverse presumption cannot be used to create a contractual term which has not otherwise been proved. The Court must still determine what the evidence establishes.

The Claimant's case is that the original allocation was under the Group Car Policy and that the replacement of the vehicle did not terminate the existing arrangement. The Defendant, on the other hand, relies upon Exhibit D4.

The evidence does not satisfactorily establish the exact contractual terms of the alleged original allocation or demonstrate with sufficient certainty that the replacement vehicle remained subject to an enforceable promise of automatic transfer of ownership.

An adverse inference under section 167(d) is discretionary; it is not a substitute for proof of the substantive contract.

I therefore find that the 4^th Claimant has not proved with the required certainty that the Defendant was contractually bound to transfer ownership of the Toyota Corolla to him. His claims based on alleged vested ownership consequently fails.

THE 5^TH CLAIMANT

The 5^th Claimant contends that the original Renault Logan allocation was subsequently replaced with a Toyota Yaris and that the period of use of the first vehicle should be counted towards the five-year period. The difficulty is that the original allocation document was not produced and the Defendant relies on Exhibit D5 concerning the later vehicle.

The Court cannot assume that the replacement vehicle necessarily carried over every term of the earlier arrangement without sufficient evidence establishing that contractual continuity.

Although the failure to produce a document may, in appropriate circumstances, attract an adverse inference under section 167(d) of the Evidence Act, such inference cannot replace proof of the actual terms of the alleged contract.

I therefore find that the 5th Claimant has not established, on the totality of the evidence, that ownership of the Toyota Yaris had vested in him before the Defendant repossessed it.

The Claimants seek ?10,000.00 per day for various periods on the basis that the Defendant retained and commercially used the vehicles.

The law on special damages is settled. Special damages must be specifically pleaded and strictly proved. The Supreme Court has reiterated in a number of cases that special damages are losses which do not necessarily flow from the wrongful act and therefore require particularization and proof.

The fact that the Claimants pleaded ?10,000.00 per day does not, ipso facto, establish entitlement to that sum.

The Claimants rely substantially upon evidence that the Defendant allegedly paid ?10,000.00 per day for comparable vehicles during a PWC audit exercise.

That evidence may provide some indication of a rate previously paid by the Defendant. It does not, however, automatically prove that each of the vehicles in dispute generated a net income of ?10,000.00 every day throughout the periods claimed.

There is no satisfactory documentary evidence before the Court establishing actual daily earnings, utilisation, operating expenses, number of days the vehicles were actually used, or the precise net income allegedly lost by each Claimant.

I therefore find that the claims for ?10,000.00 per day have not been strictly proved to the standard required for proof of special damages.

The claims fail under this head hereby accordingly refused.

The Claimants claim ?6,500,000.00 for the 1st and 2nd Claimants' vehicles, ?6,500,000.00 for the 3rd Claimant's vehicle, ?9,000,000.00 for the 4th Claimant's vehicle and ?7,000,000.00 for the 5th Claimant's vehicle.

These are quantified claims and therefore require satisfactory proof. The Claimants did not tender valuation reports, purchase invoices or other independent documentary evidence establishing the market value of the vehicles at the respective dates of alleged confiscation. The mere statement of a claimant as to the value of his property is not invariably conclusive, particularly where the claim is a substantial quantified claim requiring proof of value.

More importantly, where the Court has already found that the Claimants have not, except in respect of the 3rd Claimant's contractual entitlement, established that ownership had vested in them, an award representing the full value of the vehicles cannot properly be made merely on the assertion of the Claimants.

The claims for the alleged value of the vehicles therefore fail.

The Claimants seek ?2,000,000.00 each as general damages for breach of contract.

General damages are intended to compensate for the natural and probable consequences of a proven wrong. They are different from special damages, which must be specifically pleaded and strictly proved. The purpose of awarding general damages is to compensate the Claimant, as far as money can, for the damages, loss, or injury suffered. The guiding principle is restitution in integrum, which aims to restore the party to the position they would have been in if they had not suffered the wrong. This means compensating for the loss that inevitably and unavoidably flows from the breach, as established in the case of MTN v Corporate Communication Investment Ltd (2019) LPELR-47042(SC).

However, general damages cannot be awarded in the absence of proof of the underlying breach.

In respect of the 1st, 2nd, 4th and 5th Claimants, having found that the alleged contractual entitlement to ownership was not established, there is no sufficient foundation upon which general damages for the alleged breach can be awarded by this court.

As regards the 3rd Claimant, although breach has been established, the Court must avoid compensating the same loss twice. In view of the failure to prove the claimed financial losses, the claim for ?2,000,000.00 general damages is not supported by sufficient evidence to justify the amount claimed.

The claim for general damages is therefore refused.

The Claimants seek ?1,000,000.00 as "avoidable legal cost" incurred as a consequence of the Defendant's breach.

The current position is that a claim for solicitor's fees is not automatically recoverable merely because a party incurred legal expenses. Where such fees are claimed as damages, they must be specifically pleaded and proved by credible evidence. The NICN has recognised that while authorities have differed on the precise characterisation of solicitor's fees, the claim requires proper pleading and evidential foundation.

The bills and receipts tendered by the Claimants establish that legal expenses were incurred, but the Court is not persuaded that those expenses are recoverable as a separate head of damages in the circumstances of this case. The claim for ?1,000,000.00 as legal expenses is accordingly dismissed.

This is without prejudice to the Court's separate discretion to award costs of the action.

Costs are discretionary. They are not intended to punish a party but to compensate, to an extent, a successful party for expenses properly incurred in the litigation. The NICN Rules confer discretion on the Court in relation to costs. Recent decisions of this Court continue to recognise that costs are awarded judicially and judiciously having regard to the circumstances of the case.

In the circumstances of this case, and having regard to the divided result, I make no substantial award of costs in favour of any party.

The Claimants seek interest at 30% per annum from the date of judgment until liquidation. Order 47 Rule 7 of the National Industrial Court of Nigeria (Civil Procedure) Rules 2017 empowers the Court, at the time of judgment, to order interest on a judgment sum at a rate not less than 10% per annum.

The 30% claimed by the Claimants is not automatic. It remains within the discretion of the Court and must be exercised judicially and judiciously.

Since the monetary claims substantially fail, there is no basis for the claimed 30% interest on those rejected claims.

Upon a careful consideration of the pleadings, documentary evidence, oral testimony and written submissions of counsel, the Court for the avoidance of doubt, finds as follows:

The 1^st Claimant has failed to prove that he fulfilled all contractual conditions necessary for transfer of ownership of the vehicle to him. His claims are accordingly dismissed. The 2^nd Claimant has failed to establish that all conditions applicable under the entire contractual arrangement governing his vehicle were fulfilled. His claims are accordingly dismissed.

The 3rd Claimant established an accrued contractual entitlement under the Group Car Policy and the Defendant's refusal to effect the transfer, in circumstances where its witness admitted that no application for transfer was required by the policy, constituted a breach of the contractual arrangement. However, the monetary claims for daily income, vehicle value, general damages and legal expenses have not been sufficiently proved and are therefore refused.

The 4th Claimant has failed to establish with sufficient certainty the contractual basis upon which ownership of the replacement Toyota Corolla was to vest in him. His monetary claims therefore fail.

The 5th Claimant has failed to establish that the period of use of the replaced vehicle was contractually required to count towards the ownership period of the Toyota Yaris or that ownership had vested in him before repossession. His claims therefore fail.

A. The claims for ?10,000.00 daily loss of use/net income have not been strictly proved and are dismissed.

B. The claims for the alleged values of the vehicles have not been satisfactorily proved and are dismissed.

C. The claim for ?1,000,000.00 solicitor's/legal expenses is dismissed.

D. The claims for ?2,000,000.00 general damages per Claimant are dismissed.

E. There shall be no separate award of costs

F. The claim for 30% post-judgment interest is refused.

For further avoidance of doubt, the Claimants' claims succeed only to the limited extent that the Defendant breached the 3rd Claimant's contractual entitlement under the applicable Group Car Policy, but the monetary reliefs sought by the 3rd Claimant are not proved and are consequently dismissed. The Claimants’ case fail. Thus, this case is hereby dismissed.

Judgment is entered accordingly.

….…………………………..

HON. JUSTICE S. A. YELWA

(JUDGE)

APPEARANCES: -

Rubson E. Osagie -- -- -- for the Claimants

V.O Iseghohimhen -- -- -- for the Defendant