IN THE NATIONAL INDUSTRIAL COURT OF NIGERIA

IN THE JOS JUDICIAL DIVISION

HOLDEN AT JOS

BEFORE HIS LORDSHIP THE HON. JUSTICE I.S. GALADIMA

 

DATE: Monday 26^th October 2026           

SUIT NO: NICN/LA/479/2022

 

BETWEEN:

CROWN FLOUR MILL LIMITED ........................................ CLAIMANT

AND

PAM CHAYI ................................................................ DEFENDANT

 

REPRESENTATION:

·        Sixtus Onuka, Esq. E. O. Ogor, Esq., for the Claimant.

·        N. I. Darong, Esq; P.B Chuwang, Esq.for the Defendant.

JUDGEMENT:

1.                   The Claimant commenced this action against the Defendant, its former employee, on December 14, 2022. The action was later amended, together with the accompanying processes, on August 11, 2025. It concerns the Defendant’s alleged involvement in the “Condonation Scheme,” introduced to increase sales of the Claimant’s poultry feed through a monthly rebate programme. The Claimant alleges that the scheme was subsequently manipulated to divert its funds for the benefit of certain distributors and individuals, including the Defendant.

 

2.                 Consequently, the Claimant claims against the Defendant as follows:

                                                             i.      A DECLARATION that the Defendant, by the roles he played in the Condonation Scheme, breached his contract of employment, Olam Code of Conduct 2020 and Olam's policy on Anti-bribery and corruption.

                                                           ii.      A DECLARATION that the reversal of the credit notes already posted by the OGBS team to some specific dealers' accounts, through the connivance of the Defendant and some other ex-employees of the Claimant, is wrongful, illegal, and unlawful.

                                                        iii.      AN ORDER directing the Defendant to refund the sum of ?4,000,000.00 (Four Million Naira only) as admitted having received by the Defendant under the Condonation Scheme.

                                                         iv.      AN ORDER directing the Defendant to refund the sum of ?10,000,000.00 (Ten Million Naira) which is the total sum received by the Defendant under the Condonation Scheme.

                                                           v.       GENERAL DAMAGES for the sum of ?15,000,000.00 (Fifteen Million Naira only) in restitution to the Claimant following the loss suffered by the business in view of the current exchange rate.

                                                         vi.      COST OF ACTION of the suit.

 

CLAIMANT’S CASE AND EVIDENCE RELIED ON:

3.        The Claimant’s case, as set out in its Amended Statement of Facts, is that it is a private company incorporated under the Companies and Allied Matters Act 2020 and a subsidiary of Olam International. Its business includes manufacturing agricultural products, particularly poultry feed. The Defendant was employed by the Claimant as a Regional Sales Manager under a letter of employment dated 2 May 2017. The Claimant contends that the employment relationship was governed by the employment letter, the Olam Code of Conduct 2020 and the Company’s Anti-Bribery and Corruption Policy, which required the Defendant to act honestly and transparently, maintain integrity, and remain faithful to the Company’s interests.

 

4.       The Claimant avers that, in or around 2019, its National Sales Manager, Matthew Asuelimen, and Umesh Kain, then a former Poultry Feed PCH of the Claimant, initiated the Condonation Scheme. The Scheme was designed as a monthly rebate programme to encourage customers to purchase larger quantities of the Claimant’s poultry feed, with discounts calculated according to their purchases. The Claimant approved the Scheme and selected several distributors to participate, including Savees Livestock Services Limited, Oti’s Beaute International Limited, Eathealthy Farm, Nkem Agro Allied Ventures, Gidanbo Enterprise, Bamidele Aderemi, Matof Enterprises, Nova Mega Vision Limited, Darma Agro Allied Venture, Ronirex Nigeria Limited, Lincoln Mega Vision Limited, M & V Consult, Ijapari Consultancy & Projects Limited, and Nagidan Gona.

 

5.        The Claimant states that distributors were assessed monthly according to their respective purchase volumes, with rebates allocated based on their performance. It alleges that the Defendant, Umesh Kain and others acting together later devised a scheme to defraud the Claimant by directing the Scheme’s benefits to two distributors: Savees Livestock Services Limited and Oti’s Beaute International Limited.

 

6.       The Claimant further alleges that, over several months, its OGBS team initially issued credit notes for the benefit of various dealers, but those notes were later reversed and the corresponding amounts credited to the accounts of Savees Livestock Services Limited and Oti’s Beaute International Limited. It says the reversals were carried out by Franklin Odejinmah, Trade Receivables Finance Officer, and Gbenga Akinyemi, Head of Sales Administration, acting on Matthew Asuelimen’s instructions. The Claimant states that it prepared an analysis of its accounting records for the relevant period, which it intends to rely on as evidence of the alleged manipulation of the credit notes and diversion of the Scheme’s benefits.

 

7.        The Claimant avers that the Condonation Scheme remained in operation for nearly two years, until the third quarter of 2021, when a person suspected of being an insider allegedly discovered the irregularities and began blackmailing Matthew Asuelimen and Umesh Kain via WhatsApp messages sent from an internationally generated telephone number. The alleged blackmailer demanded ?200,000,000.00, which the two individuals reportedly transferred using a Bitcoin USSD wallet supplied by the blackmailer. The Claimant further avers that the demands continued despite this payment, forcing them to make monthly payments of ?2,000,000.00.

 

8.       The Claimant further alleges that, between August and November 2021, Umesh Kain significantly increased the amounts converted before resigning from his position as head of the poultry-feed business. It also claims that Matthew Asuelimen deleted emails concerning the rebates. According to the Claimant, proceeds from the transactions were transferred primarily from accounts belonging to Savees Livestock Services Limited and Oti’s Beaute International Limited to Umesh Kain through various accounts, including Bitcoin accounts. The Claimant names Umesh Kain’s wife, Ragini Kain, and Harish Sharma as beneficiaries of some of the transfers, and says it was provided with screenshots of the transfer telexes.

 

9.       Regarding the Defendant’s involvement in the transactions, the Claimant states that, as Regional Sales Manager, he was responsible for helping distributors increase sales volumes and generate greater revenue for the Company. The Claimant alleges that, in performing this role, the Defendant visited distributors quarterly to collect rebate credit notes, estimated at approximately ?15,000,000.00. It further contends that he participated in irregularities relating to the Scheme and derived financial benefit from the transactions.

 

10.    The Claimant states that it first became aware, on 29 July 2022, of the alleged misappropriation of billions of naira through the Condonation Scheme. After identifying the suspected irregularities, it assessed the scale of the transactions by analysing promotional schemes, quarterly discount-volume slabs and other schemes operated by Umesh Kain and Matthew Asuelimen.

 

11.      The Claimant states that it used two methods to estimate the alleged fraud. The first placed the value of allegedly fraudulent credit notes issued to 14 dealers at approximately ?2,003,000,000.00. The second estimated that excess credit notes across the dealers’ accounts totalled approximately ?3,500,000,000.00. The Claimant acknowledges that both figures are subject to qualifications, including the presence of legitimate promotional and quantity discounts, assumptions about the application of quantity-discount percentages during the relevant period, and the fact that changes in customers’ discount slabs were not taken into account. In support of its case, the Claimant relies on its accounting analysis and an Excel spreadsheet setting out the estimated transactions.

 

12.     The Claimant further avers that, by a letter dated 22 August 2022, the Defendant was suspended from employment without pay. The Claimant subsequently petitioned the Police to investigate the transactions conducted under the Condonation Scheme. On 5 September 2022, it established a Panel of Enquiry to interview the Defendant and determine the extent of his involvement. The Claimant alleges that the Panel concluded that the Defendant had derived a financial benefit from the Scheme, relying on its report dated 29 September 2022 in support.

 

13.     The Claimant further alleges that the Nigeria Police investigated the transactions and found the Defendant involved in converting ?4,000,000.00 belonging to the Claimant through the Scheme. In support, it relies on an interim police report dated 9 September 2022. The Claimant also alleges that, in a statement dated 5 July 2022, the Defendant confessed to fraudulently converting ?15,000,000.00 from the Condonation Scheme. It pleaded the statement and gave notice of its intention to rely on it at trial.

 

14.    The Claimant states that the Defendant’s employment was terminated by letter dated 25 October 2022. By a subsequent letter dated 8 November 2022, it demanded repayment of the monies allegedly received by him under the Condonation Scheme. The Claimant further alleges that the Defendant fraudulently misappropriated ?10,000,000.00 through the Scheme for his personal benefit, in addition to any other sums he may have received.

 

15.     The Claimant further alleges that the Defendant’s conduct breached his employment contract, the Olam Code of Conduct 2020, and the Company’s Anti-Bribery and Corruption Policy. It submits that his employment letter prohibited misconduct, breaches of trust, and conduct likely to harm the Company’s interests or reputation. The Defendant was also required to act honestly and transparently and to reject improper inducements connected with his duties. According to the Claimant, the Code and Policy imposed zero tolerance for bribery and corruption and required accurate accounting records and transaction entries. The Claimant therefore contends that the Defendant’s alleged receipt of illicit benefits through the Condonation Scheme violated these obligations.

 

16.    In support of its case, the Claimant filed two witnesses’ statements on oath of Ayotomilola Oyebanji and Joseph Ojeka as CW1 and CW2.

 

17.     CW1 testified in open court on 20 May 2025 wherein he adopted his sworn deposition of 19 February 2024 and tendered a total of 5 documents as exhibits thus:

                                                             i.      The defendant’s employment letter – Exhibit C1.

                                                           ii.      The report evidencing misappropriation of funds dated 4 August 2022 – Exhibit C2.

                                                        iii.      Suspension Letter of the defendant dated 22 August 2022 – Exhibit C3.

                                                         iv.      Report of Panel of Inquiry dated 29 September 2022 – Exhibit C4.

                                                           v.      Police Interim Report dated 9 September 2022 – Exhibit C5.

 

18.    Under cross-examination, CW1 confirmed that the Defendant was employed by Crown Flour Mills and not Olam Agri, although he explained that Crown Flour Mills was a subsidiary of Olam Agri and that the change referred to in his evidence took place in 2024. He admitted that Exhibit C1 was unsigned and stated that the company operated a platform through which persons could submit information anonymously. He confirmed that the complainant was anonymous to him. He could not confirm whether the Defendant had been issued a particular document or letter by the company, and he stated that Exhibit C5 was not prepared by him or his company. He also stated that he was not aware of the gravity of the allegation, confirmed that the Defendant was responsible to his line manager, and answered affirmatively that the company held regular meetings and that the Defendant had been invited to a meeting. He stated that the Defendant had admitted in a confessional statement to appropriating N15,000,000.00 of the Claimant’s funds. On the Condonation Scheme, CW1 stated that the Defendant was a manager and not a member of the relevant scheme or team.

 

19.    CW2, Ojeka O. Joseph, testified on 25 March 2026. He adopted his deposition dated 11 August 2025 and tendered three documents in evidence as follows:

                                                             i.      Computer generated analysis of the accounting records of the Claimant – Exhibit C6.

                                                           ii.      Screenshot photo of mobile/phone transfer – Exhibit C7.

                                                        iii.      Confessional statement allegedly made by the Defendant – Exhibit C8.

 

20.   In his deposition, the witness substantially reiterates the Claimant’s account of the introduction and operation of the Condonation Scheme. This includes the alleged manipulation and reversal of credit notes, the allocation of rebates to selected distributors, the diversion of funds, and the Defendant’s alleged receipt of a benefit. He also refers to a statement attributed to the Defendant and dated 5 July 2022, together with the Claimant’s analysis estimating the value of the transactions. The witness further states that the Claimant intends to rely on computer-generated copies of the accounting analysis and snapshots of the fund transfers.

 

21.     Under cross-examination, CW2 acknowledged that Mr Matthew Asuelimen and Umesh Kain devised the Condonation Scheme, which the Claimant approved in 2019. He also agreed that the Defendant was acting on the scheme’s instructions and that Mr Asuelimen was the Defendant’s superior.

 

22.   Regarding Exhibit C6, CW2 admitted that he had not signed the document. As to Exhibit C7, he confirmed that the payment shown was neither from nor into the Defendant’s account. When asked about the source of Exhibit C8, his response did not clearly identify who had provided or authenticated it.

 

23.   CW2 was further questioned about electronic material allegedly concerning communications sent from the Defendant’s laptop and phone to the Claimant. He stated that he could not address the matter, having appeared in court on behalf of the Finance Department. He added that Uchenna and Matthew were former employees, and that he did not know where they were.

 

24.   Regarding Exhibit C6, CW2 clarified that page 1 did not summarize the scheme as a whole and agreed that the summary on page 11 formed part of the information on page 4. He also confirmed that Exhibit C6 referred only to companies and did not expressly name the Defendant, as was put to him in cross-examination.

 

25.   CW2 concluded giving evidence on 25 March 2026, and the matter was adjourned to 4 June 2026 for the defence’s case.

 

DEFENDANT’S CASE AND EVIDENCE RELIED UPON:

26.   The Defendant’s position, as set out in his Amended Statement of Defence and amended witness deposition adopted in open court, is that the Claimant, Crown Flour Mills Limited, employed him as Regional Sales Manager (North) on 3 May 2017 and confirmed his appointment on 23 November 2017. He said that he performed his duties satisfactorily, received commendations, and was later promoted to Zonal Sales Manager for Northern Nigeria and assigned to Band E. He further stated that he was subsequently transferred to Lagos as Zonal Sales Manager for Southern Nigeria, where he developed a price-control template for the Claimant’s fish-feed business and recruited two major broiler farms. He maintained that neither the Claimant’s internal nor external auditors had ever issued him an audit query.

 

27.   The Defendant stated that, in 2019, his line manager, Mr Matthew Asuelimen, told him about a Loyalty Scheme that had allegedly been designed and approved by the Claimant to increase sales among selected dealers. He said four dealers in his region were chosen to receive an additional quarterly rebate of 0.5%. Mr Asuelimen instructed him to facilitate their participation, ensure they were satisfied with the scheme, and collect funds from them for remittance to the National Sales Manager.

 

28.   According to the Defendant, he collected and remitted approximately ?15,000,000 over a period of about three years. He also said Mr Asuelimen informed him that Mr Umesh Kain, the Business Head and Vice President, was pleased with his performance. The Defendant maintained that he received monetary appreciation totalling approximately ?4,000,000 during that period, which he genuinely believed was a reward for his performance—not money fraudulently taken from the Claimant.

 

29.   The Defendant stated that, after meetings held at the Claimant’s Kaduna and Abuja offices on 4 and 5 August 2022, respectively, he was instructed to make statements about the scheme. He alleged that the Managing Director was dissatisfied with his initial statement and directed him to prepare a further statement, which substantially repeated the first. According to the Defendant, the Managing Director then called in police officers, who arrested him, seized his official laptop and telephone, and took him to the Special Investigation Bureau in Kaduna. The Defendant maintained that both his statements and an undertaking relating to the surrender of his devices were obtained under duress. He further stated that he was detained for eleven days and released on bail on 17 August 2022, following his arraignment in Case No. KMD/100X/22, Commissioner of Police v. Matthew Asuelimen & 3 Ors.

 

30.   The Defendant denied voluntarily confessing to the fraudulent conversion of ?15,000,000. He said the ?4,000,000 mentioned in the police investigation was, in his understanding, a monetary appreciation. He also disputed the inconsistent amounts attributed to him, which allegedly varied among ?15,000,000, ?3,500,000, ?10,000,000 and ?4,000,000.

 

31.     He further stated that Olam Nigeria Limited suspended him without pay by a letter dated 22 August 2022, stopped his salary and denied him access to his office. He alleged that, at a meeting on 5 September 2022, he was told that the Claimant had no criminal complaint against him but wanted information about Mr Umesh Kain.

 

32.   The Defendant averred that Olam Nigeria Limited, despite his employment by Crown Flour Mills Limited, purported to dismiss him by letter dated 25 October 2022. His solicitor challenged the dismissal by letter dated 15 November 2022. The Defendant further stated that, by letter dated 21 November 2022, the Claimant demanded repayment of ?4,000,000. Earlier, on 14 November 2022, his solicitor had demanded payment of his outstanding salaries and stated that, unless payment was made, the letter would serve as one month’s notice of resignation. The Claimant later emailed the Defendant on 22 November 2022, purporting to dismiss him with effect from 26 October 2022. The Defendant pleaded that his outstanding salary as at November 2022 was ?3,457,660.

 

33.   The Defendant disputed the lawfulness and fairness of his suspension, investigation and dismissal. He contended that his terms of service permitted suspension without pay for no more than two weeks, required union representation on the investigation panel, and did not allow the Claimant to dismiss him after his resignation had taken effect. He further alleged that the panel lacked impartiality and that its findings had been predetermined. Together with his assertion that the entity responsible for suspending and dismissing him was not his employer, these arguments formed part of his challenge to the Claimant’s case.

 

34.   The Defendant also sought gratuity of ?12,037,210, calculated at five weeks’ monthly total emoluments for each of his five completed years of service, together with payment to Crusader Sterling Pensions of the pension contributions due for August to November 2022. He stated that his earlier action, NICN/KD/39/2022, Pam Yakubu Chayi v. Crown Flour Mills Limited, had been dismissed and urged the Court to strike out the present claim as incompetent, vexatious and an abuse of court process.

 

35.   In his oral testimony in open court as DW1, given on 25 March 2026 and continued on 4 June 2026, the Defendant adopted his amended deposition and identified documents concerning his employment, terms of service, pension, the statements attributed to him, the police proceedings, and his suspension and dismissal. Under cross-examination, he acknowledged that Mr Matthew Asuelimen was his superior, that he implemented the Condonation Scheme, and that he collected money from some of the Claimant’s dealers. He also confirmed that the Claimant employed him, paid his salary and provided him with a staff handbook.

 

36.   The Defendant denied writing or signing Exhibit C8, stating that neither the document nor the signature was his. When asked about the fraud-related reason given in his dismissal letter, he replied that this was what the letter stated; he did not thereby expressly admit the truth of the allegation.

 

37.   The Defendant’s position is that he participated in the scheme and collected money from dealers as part of his employment and on his superior’s instructions. He maintained that he understood the ?4,000,000 paid to him to be legitimate, performance-related appreciation, and that the statements attributed to him were obtained under duress. He further contended that his suspension and dismissal were procedurally flawed and imposed by an entity that was not his employer. On that basis, he denied fraudulent conversion and disputed the Claimant’s entitlement to the reliefs sought.

 

38.   DW1 submitted 14 documents as exhibits lettered D1 to D14 as follows:

1.       Exhibit D1 – Offer of appointment dated May 2, 2017.

2.     Exhibit D2 – Staff Handbook for Claimant’s company 2016.

3.     Exhibit D3 – Staff Identity card belonging to the Defendant.

4.     Exhibit D4 – Letter of confirmation of appointment dated 23 November 2017.

5.     Exhibit D5 – illegible document.

6.     Exhibit D6 – CTC of record of proceedings before the Chief Magistrate Court Kaduna in suit number KMD/100k/22.

7.     Exhibit D7 – Letter of suspension without pay dated 22 August 2022.

8.     Exhibit D8 – Copy of email sent with the subject matter “Suspension Without Pay” from 3 September 2022.

9.     Exhibit D9 – Dismissal Letter dated October 25, 2022.

10.  Exhibit D10 – Solicitor’s letter of demand to the Claimant dated 15 November 2022.

11.    Exhibit D11 – Letter of Demand for refund of the sum unlawfully received under the condonation scheme dated November 8, 2022.

12.  Exhibit D12 – Dismissal Letter of November 21, 2022, effective October 26, 2022.

13.  Exhibit D13 – Letter from the Defendant’s solicitor titled “Dismissal” dated December 2, 2022.

14.  Exhibit D14 – Letter from the Claimant’s solicitor dated December 21, 2022.

15.  Exhibit D15 – Letter of Promotion of the Defendant dated April 26, 2021.

 

39.   Under cross-examination, DW1 stated that he was not aware of a scheme known as the “Condonation Scheme” during his employment, although he had heard about an issue of fraud. He admitted that he was employed by the Claimant and that some of the Claimants paid his salaries. When asked whether Mr Matthew Asuelimen employed him, he responded, “What is correct.” He denied knowledge of Mr Matthew Asuelimen’s management of the Condonation Scheme and disagreed with the suggestion that only the Claimant could give directives to the company. He, however, admitted that he collected money from some of the company’s dealers.

 

40.  DW1 further denied that his letter of employment was with Olam Group Company. He admitted that he was given a staff handbook but stated that he had never taken note of the provision referred to by counsel. When shown Exhibit C8, he denied that the signature on the document was his and denied having written the document described as a confession.

 

41.    On the circumstances of his dismissal, DW1 stated that the dismissal letter indicated the reason for his dismissal. He identified Crown Flour Mills as a subsidiary of Olam and confirmed that paragraphs 4 and 6 of the staff handbook related generally to dismissal for misconduct. When it was suggested to him that he had been dismissed because of fraud, he again maintained that this was what the dismissal letter stated.

 

42.   Upon the conclusion of the trial, the Court directed the parties’ counsel to file their respective final addresses. The Defendant filed his address on 2 July 2026, while the Claimant’s counsel filed his final address and submissions out of time on 14 October 2026, with leave of the Court and after regularizing the process. The Defendant filed a reply on 21 October 2026. Counsel subsequently adopted their respective processes on 26 October 2026, after which the Court proceeded to deliver this judgment immediately.

 

DEFENDANT’S FINAL WRITTEN ADDRESS:

43.   In the Defendant’s Final Written Address dated 2 July 2026, his counsel, Niri I. Darong, Esq., opposed the reliefs sought by the Claimant and urged the Court to dismiss the suit in its entirety. Counsel submitted that the Claimant commenced the action by Writ of Summons issued on 14 December 2022 in the Lagos Judicial Division of this Honourable Court. The Defendant entered a conditional appearance and, on 2 February 2023, filed a Statement of Defence and a Notice of Preliminary Objection challenging the Court’s jurisdiction. After the objection was determined, the suit was transferred to the Jos Judicial Division. The Claimant later filed an Amended Statement of Facts on 11 August 2025, and the Defendant filed an Amended Statement of Defence on 29 September 2025.

 

44.  Counsel observed that the Claimant called two witnesses and tendered eight documents, which were admitted in evidence subject to the Defendant’s challenge to their admissibility in his final address. The Defendant testified on his own behalf and tendered thirteen documents, admitted as Exhibits D1–D13, subject to the Claimant’s objection to their admissibility.

 

45.   Learned Counsel first challenged the admissibility of Exhibit C8, the document described as the Defendant’s “Confessional Statement” dated 5 July 2022. Counsel argued that it was inadmissible because it did not comply with the mandatory requirements of sections 15(4) and 17(2) of the Administration of Criminal Justice Act 2015.

 

46.  The objection was based on the grounds that the statement was made without the Defendant’s legal practitioner present, without the presence of any person required by law, and without the audio-visual recording required by law.

 

47.   In support of the objection, Counsel cited FRN v. Akaeze (2024) LPELR-62190(SC), at pages 16–26, paragraphs C–C, per Ogunwumiju, JSC, and FRN v. Nnajiofor (2024) LPELR-62599(SC), at pages 18–20, paragraphs C–B. Counsel accordingly urged the Court to reject Exhibit C8 and expunge it from the record.

 

48.  Counsel formulated the sole issue for determination as follows: “Whether, in view of the oral and documentary evidence adduced before this Honourable Court, the Claimant has discharged the burden of proof imposed on it by law to entitle it to the reliefs sought.”

 

49.  On the burden and standard of proof, Counsel submitted that the burden lies on the party who would fail if no evidence were presented. He argued that, although civil matters are generally decided on the balance of probabilities, a criminal allegation directly in issue must be proved beyond reasonable doubt under section 135(1) and (2) of the Evidence Act 2011.

 

50.   Counsel submitted that paragraphs 13, 16, 20, 21 and 25 of the Amended Statement of Facts show that the Claimant’s case rests on allegations of misappropriation, conversion and fraudulent conversion. He also relied on the suspension and dismissal documents, arguing that they underscore the criminal nature of the allegations against the Defendant.

 

51.     To support his submission that allegations of fraud or other criminal conduct in an employment dispute must be proved beyond reasonable doubt, Counsel relied on Innochris (Nig.) Ltd. & Ors. v. Access Bank (2026) LPELR-83253(CA), pp. 42–44, paras. D–B. He argued that the Claimant had failed to prove the essential elements of the alleged offence: the actus reus (the guilty act) and the mens rea (the guilty mind).

 

52.   Counsel further relied on Egejuru v. Medical & Dental Practitioners Investigating Panel & Ors. (2017) LPELR-42616(CA), pp. 38–41, paras. C–A, arguing that the Defendant should not face disciplinary consequences for the alleged crime before a court of competent jurisdiction had determined his guilt.

 

53.   Counsel further relied on Federal Road Safety Commission & Anor. v. Chandi & Ors. (2016) LPELR-43806(CA), pp. 16–18, paras. D–E, citing the Court’s holding that where an alleged criminal offence provides the basis for terminating an employee’s employment, the allegation must first be determined by an ordinary court or a tribunal constitutionally empowered to exercise judicial authority. Counsel also invoked section 36 of the Constitution of the Federal Republic of Nigeria 1999, as amended, and Denloye v. Medical and Dental Practitioners Disciplinary Committee (1968) 1 All NLR 306, Erawodoke v. U.B.T.H.M.B. (1993) 2 NWLR (Pt. 277) 590, and Raymond S. Dongtoe v. Civil Service Commission, Plateau State & 2 Ors., in support of the principle that criminal guilt is for a competent court to determine and cannot be determined by an administrative tribunal.

 

54.   Counsel accordingly submitted that the Claimant had failed to establish the Defendant’s guilt beyond reasonable doubt.

 

55.   Regarding the Defendant’s alleged involvement in the Condonation Scheme, learned Counsel submitted that the Scheme was devised by the Claimant’s management, particularly Matthew Asuelimen, the National Sales Manager, and Umesh Kain, the former Poultry Feed PCH. Counsel further argued that management approved the Scheme and that the Defendant acted in the ordinary course of his employment, following his line manager’s instructions.

 

56.   Counsel relied on paragraphs 7–9 of the Amended Statement of Defence and on evidence elicited from the Claimant’s witnesses under cross-examination, which he said confirmed that the Defendant routinely acted on instructions conveyed through his line manager. He further submitted that the Defendant had received an award for his performance in implementing the Scheme, and that the Claimant had failed to prove its allegation that the Defendant received ?10,000,000.00.

 

57.   Counsel submitted that the Defendant had not breached his employment contract, the Olam Code of Conduct 2020, or the Company’s Anti-Bribery and Corruption Policy. He contended that the Claimant could not characterize an approved business scheme, carried out by the Defendant in the ordinary course of his duties, as fraudulent without proving the Defendant’s personal involvement and dishonest intent.

 

58.   Counsel further argued that the Claimant had not specifically pleaded a ?15,000,000.00 loss in support of its claim for general damages. He submitted that, in the circumstances, restitution and general damages were mutually exclusive, relying on Rimde RFMDex Nig. Ltd. v. FRN (2024) LPELR-80008(CA), pp. 39–40, paras. C–A.

 

59.   Regarding the alleged admission of receiving ?4,000,000.00 and ?15,000,000.00, Counsel submitted that the Claimant’s allegation that the Defendant admitted receiving ?4,000,000.00 depended on Exhibit C8, whose admissibility the Defendant had challenged. Counsel added that, even if Exhibit C8 were admitted, the Claimant had not cross-examined the Defendant about his evidence that he understood the payment to be a performance-related appreciation payment from Matthew Asuelimen.

 

60.  Counsel further submitted that the documentary evidence did not connect the Defendant to the alleged conversion. Referring to paragraph 13 of the Amended Statement of Facts, he noted that it traced the funds from accounts held by Savees Livestock Services Limited and Oti’s Beaute International Limited, through various accounts and Bitcoin accounts, to Umesh Kain, with Ragini Kain and Harish Sharma named as beneficiaries. The Defendant, counsel argued, was not identified as part of the alleged transfers.

 

61.    Counsel also relied on CW2’s testimony under cross-examination, submitting that it confirmed the Defendant was not named in Exhibit C6, the accounting analysis on which the Claimant relied. He argued that neither witness explained how the document connected the Defendant to the alleged fraud and noted PW2’s admission that pages 1 and 11 were identical.

 

62.   Counsel additionally challenged Exhibit C6 on the ground that it was unsigned and therefore lacked probative value. In support, he relied on State v. Sabagi (2024) LPELR-62536(SC), pages 23–24, paragraphs F–C, where the Supreme Court was cited as holding that an unsigned document is worthless and has no probative value. He also cited Ali v. State (2021) 12 NWLR (Pt. 1789) 159 at 189, paragraphs E–F; Maku v. Al-Makura & Ors. (2016) LPELR-48123(SC), pages 24–25, paragraphs A–B; Conoil v. Vitol S.A. (2018) 9 NWLR (Pt. 1625) 463 at 492, paragraphs A–B; and State v. Sa’idu (2019) LPELR-47397(SC), pages 9–11, paragraphs C–C.

 

63.   Counsel contended that the Claimant had not proved that the Defendant received ?10,000,000.00 or was responsible for the alleged conversion as a whole. He submitted that Exhibit C7, consisting of screenshots of fund transfers, did not show transfers originating from the Defendant, and that Exhibit C8, even as interpreted by the Claimant, referred to ?4,000,000.00, not ?15,000,000.00.

 

64.  Counsel accordingly invited the Court to find that the Claimant had failed to discharge the required burden of proof, relying on Ngwakwe & Ors. v. Ngwakwe (2018) LPELR-46125(CA), p. 28, paras. B–E.

 

65.   On the non-joinder of Matthew Asuelimen and Umesh Kain, Counsel questioned why they had not been joined as parties, given the Claimant’s allegation that they initiated and approved the Scheme. He submitted that their absence was material because they were said to have devised and supervised the Scheme, while the Defendant had merely acted on instructions in performing his duties.

 

66.  Counsel contended that the failure to bring the principal persons allegedly responsible for the Scheme before the Court undermined the Claimant’s case against the Defendant. In support, he cited Union Beverage Ltd. v. Pepsicola International Ltd. (1994) 3 NWLR (Pt. 330) 1 at 17, paragraphs E–F.

 

67.   On the separate legal personalities of the Claimant and Olam Nigeria Limited, counsel submitted that they are distinct legal entities and that the actions of one cannot automatically be attributed to the other. He relied on sections 42 and 381 of the Companies and Allied Matters Act 2020.

 

68.  Counsel cited Mobil Producing (Nig.) Unltd. & Anor. v. Registered Trustees of Mineral Resources Awareness Initiative of Akwa Ibom State & Anor. (2022) LPELR-5654(CA), page 22, paragraphs A–D, for the proposition that a subsidiary company has a separate legal personality and is capable of suing or being sued in its own name. He also relied on Union Beverage Ltd. v. Pepsicola International Ltd. (1994) 3 NWLR (Pt. 330) 1 at 16, paragraphs C–E, and Echthoes of Dev. (Nig.) Ltd. & Anor. v. Hudrochina Hoadong (Nig.) Ltd. & Anor. (2021) LPELR-55086, pages 26–27, paragraphs F–B.

 

69.  Counsel argued that the suspension, dismissal and demand for refund were associated with Olam Nigeria Limited rather than the Claimant. He maintained that the Claimant had not demonstrated the legal basis upon which the acts of Olam Nigeria Limited could be imputed to it or how the Claimant’s suit could be sustained on that basis. He further contended that the Claimant was acting under pressure from Olam Nigeria Limited, notwithstanding that the Defendant had received an award for his role in the Condonation and Loyalty Schemes.

 

70.   Regarding the alleged premature dismissal and the commencement of the action, Counsel submitted that the Defendant had not been convicted of a criminal offence when his employment was purportedly terminated. Relying on paragraph 4.6(e) of the Terms and Conditions of Service, which provides for summary dismissal upon conviction of a criminal offence, Counsel argued that the criminal proceedings remained pending at the time of the dismissal.

 

71.     Counsel argued that the Claimant could not determine the Defendant’s criminal guilt through an administrative process or proceed as if he had already been convicted. In support, counsel cited Registered Trustees of the Catholic Archdiocese of Abuja & Anor. v. Agbochonu (2020) LPELR-51191(CA), p. 29, paras. A–G, for the principle that the terms and conditions of service form the basis for determining the parties’ rights and obligations under an employment contract.

 

72.   Counsel also relied on Etim & Anor. v. Akpan & Ors. (2019) LPELR-48681(CA), page 37, paragraphs B–C, in support of his argument that serious allegations of embezzlement or fraud are matters for a court of law rather than an administrative panel. He reiterated his reliance on Egejuru v. Medical & Dental Practitioners Investigating Panel & Ors. (2017) LPELR-42616(CA) and Federal Road Safety Commission & Anor. v. Chandi & Ors. (2016) LPELR-43806(CA), contending that the disciplinary process and the institution of the present action were premature.

 

73.   Regarding the reliefs sought, Counsel submitted that the Claimant had not proved that the Defendant breached his employment contract, the Olam Code of Conduct, or the Anti-Bribery and Corruption Policy. He argued that no witness explained how the Defendant had reversed the credit notes, that Exhibit C6 was unsigned and had not been sufficiently connected to the Defendant, and that Exhibit C8 was inadmissible.

 

74.   Counsel further maintained that the Claimant had not proved the alleged receipt of ?10,000,000.00, had not established a specific loss of ?15,000,000.00, and was not entitled to recover both restitution and general damages in the circumstances. He characterised the Claimant’s case as suffering from inadmissible evidence, an unsigned accounting analysis, the absence of key persons allegedly involved in the Scheme, a failure to establish the actus reus and mens rea, a premature dismissal, confusion between separate legal entities, and failure to prove the reliefs sought.

 

75.   In conclusion, Counsel urged the Court to hold that the Claimant had failed to discharge the burden of proof imposed upon it by law and to dismiss the suit in its entirety.

Claimant’s Final Written Address

76.   Learned Counsel for the Claimant filed the Claimant’s Final Written Address dated 13 October 2026. Counsel urged the Court to resolve the issues for determination in favour of the Claimant and grant all the reliefs sought.

 

77.   At the outset, Counsel recounted that the action was commenced by a Form of Complaint dated and filed on 14 December 2022, which was subsequently amended by an Amended Form of Complaint filed on 6 December 2024. Counsel stated that the Claimant later obtained leave to amend its originating processes and plead additional documents, including the Defendant’s alleged confessional statement, and that the amendment was granted on 14 July 2025. The Claimant subsequently filed its Amended Statement of Facts, while the Defendant filed an Amended Statement of Defence on 29 September 2025.

 

78.   Counsel submitted that the Claimant called two witnesses: Ayotomilola Oyebanji (CW1) and Joseph Ojeka (CW2). CW1 adopted his witness statement on oath on 20 May 2025 and was cross-examined by counsel for the Defendant. The documents tendered through the witnesses included the Defendant’s letter of employment dated 2 May 2017 (Exhibit C1); the report concerning the alleged misappropriation of funds, dated 4 August 2022 (Exhibit C2); computer-generated transfer snapshots (Exhibit C3); the Panel of Enquiry report dated 29 September 2022 (Exhibit C4); and the Police interim report dated 9 September 2022 (Exhibit C5).

 

79.   CW2 testified on 25 March 2026 and tendered a computer-generated Excel sheet setting out the estimated fraud (Exhibit C6), screenshots of fund transfers (Exhibit C7), and a handwritten statement attributed to the Defendant (Exhibit C8).

 

80.  Counsel identified as undisputed facts that the Defendant was employed by the Claimant under the terms and conditions contained in Exhibit C1 and the Olam Staff Handbook; that the Condonation Scheme existed and that the Defendant and other employees played roles in it; that the Claimant’s funds were diverted through the Scheme; that the Defendant received ?4,000,000.00 from the Scheme; and that his employment was terminated. Counsel maintained, however, that the parties were in dispute as to the legal and factual consequences of the Defendant’s involvement and the extent of his financial benefit.

 

81.    Responding to the Defendant’s challenge to Exhibit C8, Counsel submitted that sections 15(4) and 17(2) of the Administration of Criminal Justice Act 2015 did not apply as the Defendant contended. The action was civil, and Exhibit C8 was relied upon as an admission made by the Defendant.

 

82.   Counsel argued that the fact that a document was described as a “Confessional Statement” did not, without more, make it a confessional statement within the meaning of the ACJA provisions relied upon by the Defendant. He contended that the provisions were directed at statements made by suspects under criminal investigation and could not be invoked as a blanket rule governing all forms of documentary admission in civil proceedings.

 

83.   Counsel further submitted that Sections 20 and 21 of the Evidence Act, 2011, define and categorize admissions, while Section 24 provides that admissions are relevant and may be proved against the person who makes them or that person’s representative in interest. He maintained that, once the proper foundation had been laid for the tendering of an admission, the document could be received in evidence if it satisfied the applicable requirements of admissibility.

 

84.  In support of that submission, Counsel relied on Cappa v. D’Alberto Ltd. v. Deji Akintilo (2003) 9 NWLR (Pt. 824) 49, urging the Court to hold that Exhibit C8 had passed the relevant admissibility tests and should be considered as evidence against the Defendant.

 

85.   Counsel formulated three issues for determination, namely:

 

                                                             i.      Whether, considering the state of the pleadings, the Defendant has a valid Statement of Defence in this suit.

                                                           ii.      Whether the Defendant breached his contract of employment with the Claimant.

                                                        iii.      Whether the Claimant has discharged the evidential burden of proof on it to entitle it to any or all of the reliefs claimed in this suit.

 

86.  On his issue one, Counsel submitted that the Defendant failed to file a competent Statement of Defence within the time prescribed by the National Industrial Court of Nigeria (Civil Procedure) Rules, 2017. Counsel contended that, although the Defendant was served with the originating processes in 2022, he neither filed his Statement of Defence within the prescribed period nor sought an extension of time to regularize the delay.

 

87.   Counsel submitted that the Defendant first filed only a Notice of Preliminary Objection contesting the Court’s jurisdiction. The objection was partly upheld, leading to the transfer of the suit from the Lagos Judicial Division to the Jos Judicial Division. Counsel further argued that the Defendant filed his Statement of Defence only after pleadings had closed and the trial had begun.

 

88.  Counsel relied on Order 15 Rule 1 of the National Industrial Court of Nigeria (Civil Procedure) Rules 2017, submitting that a defendant must file a Statement of Defence within 14 days after service of the originating processes. He argued that the Defendant’s obligation arose when the original processes were served and that the Claimant’s later amendment of those processes did not retrospectively cure the Defendant’s default.

 

89.  Counsel further submitted that labelling the Defendant’s process a “Consequential Amended Statement of Defence” did not make it competent. A consequential amendment, Counsel argued, must amend an existing pleading. As no Statement of Defence was on the Court’s record before the Claimant amended its processes, there was no earlier pleading to amend.

 

90.  In support of the argument that a defective or incompetent process could not be validated merely by its nomenclature, Counsel referred to Agagwu v. Orakwute (1996) 8 NWLR (Pt. 466) 359 and the principle associated with Macfoy v. UAC [1961] 3 All ER 1169.

 

91.    Counsel also relied on Osunde v. Ecobank, which considered Inakoju v. Adeleke (2007) 4 NWLR (Pt. 1025), and submitted that a party who responds to a substantive claim by preliminary objection but fails to file a proper defence within the prescribed period, should not later be permitted to rely on a belated defence to defeat the proceedings.

 

92.   Counsel therefore urged the Court to find that the Defendant’s purported consequential Amended Statement of Defence was incompetent and to disregard it. He submitted that, if the Court upheld that contention, the action would be undefended and the averments in the Amended Statement of Facts would be deemed admitted. He added that his submissions on the merits of the Amended Statement of Defence were made without prejudice to the preliminary objection.

 

93.   Issue Two: Whether the Defendant breached his contract of employment. On this issue, Counsel submitted that the existence of a valid employment contract between the parties was undisputed. He relied on Exhibit C1, the Defendant’s letter of employment, and the documents tendered by the Defendant, including Exhibits D1 and D2, as evidence confirming the employment relationship.

 

94.  Counsel argued that the central question was whether the Defendant had breached the obligations arising from that relationship by participating in the Condonation Scheme and receiving money from the transactions undertaken under it.

 

95.   He maintained that the Defendant’s own pleadings and testimony disclosed material admissions and contradictions regarding the amounts received. According to Counsel, the Defendant pleaded in paragraphs 7(c), 7(d) and 13 of his Amended Statement of Defence that he received ?4,000,000.00, which he described as a gift or appreciation from the National Sales Manager, Matthew Asuelimen, rather than the ?15,000,000.00 alleged by the Claimant. Counsel argued that the Defendant’s assertion that he was forced to admit receiving ?15,000,000.00 was inconsistent with his subsequent denial of having authored or signed Exhibit C8.

 

96.  Counsel referred to the Defendant’s testimony under cross-examination, in which he was asked whether he had collected ?15,000,000.00 from some of the Claimant’s dealers and answered in the affirmative, but subsequently denied that Exhibit C8 was written or signed by him. Counsel submitted that the Defendant could not approbate and reprobate by relying on one version of events in his pleadings and giving a materially different account in the witness box.

 

97.   In support of that submission, Counsel relied on Fast Approach Konstruction Ltd. v. GTB & Ors., as well as the decisions in A-G Rivers State v. A-G Akwa Ibom (2011) 29 WRN 1; SCOA (Nig.) Plc v. TAAN & Ors. (2018) LPELR-44545(CA); FRN v. Iweka (2013) 3 NWLR (Pt. 1341) 285; and County & City Bricks Development Co. Ltd. v. Hon. Minister of Environment, Housing & Urban Development & Anor. (2019) LPELR-46548(SC). Counsel relied on these authorities for the principle that a party cannot simultaneously adopt contradictory positions to suit the exigencies of his case.

 

98.  Counsel further argued that Exhibit C8 constituted an admission by the Defendant that he received ?4,000,000.00 and was instrumental to the conversion of ?15,000,000.00 under the Condonation Scheme. He contended that facts admitted by a party need no further proof and relied on Paulinus Chukwu & Ors. v. Mathew Akpelu (2013) LPELR-21864. Counsel urged the Court to hold that the alleged admissions relieved the Claimant of the need to prove afresh the facts expressly admitted by the Defendant.

 

99.  On the contractual obligations of the Defendant, Counsel referred to Exhibit C1, which required the Defendant to be “transparently honest and capable of resisting any temptation that might come across you in the course of your duty.” He also referred to Section A2 of Exhibit D1, the Olam Code of Conduct, 2020, which required employees to uphold the law and the Code and to place integrity and fair play at the center of their relationships. Counsel further relied on Section A3 of the Code, which required employees to report violations of the Code, and Section A4, which provided guidance on determining the appropriate course of action in particular circumstances.

 

100.                       Counsel also referred to Section B2.3.1 of the Code, which he said demonstrated the Company’s zero-tolerance policy towards bribery and corruption, including the giving of gifts, and required employees to maintain complete and accurate accounting records. He further relied on Section B4.3 of the Code concerning the accuracy, completeness and timeliness of business information and financial reporting.

 

101. Counsel contended that the receipt by the Defendant of funds under the Scheme for his personal benefit was inconsistent with the purpose of the Scheme and contrary to his contractual obligations. He argued that the Defendant ought to have recognized that personal receipt of such funds was improper and that he had a duty to report any irregularity to the Claimant’s management rather than accept financial benefits.

 

102.                        Counsel also submitted that the Defendant was not obliged to obey an instruction which violated the terms of his employment. In support, he relied on Morrish v. Henlys (Folkestone) Ltd. [1973] ICR 482, cited in the address, concerning the dismissal of an employee who refused to participate in the falsification of records promoted by management.

 

103.                        Counsel further relied on C.B.N. v. Archibong (2001) 10 NWLR (Pt. 721) 492 at 507, paragraphs F–G, for the proposition that a written contract of service binds the parties and that the Court must look to the written agreement in determining the parties’ rights and obligations. He also cited Oforishe v. N.G.C. Ltd. (2018) 2 NWLR (Pt. 1602) 35 on the application of the terms and conditions of service to ordinary contracts of employment.

 

104.                       Counsel submitted that Section 4.6 of the Olam Staff Handbook, 2016, identified offences for which an employee could be summarily dismissed, including theft, fraud, dishonesty, falsification or irregularities in relation to cash, vouchers, records, customer accounts and other financial transactions, as well as general misconduct prejudicial to discipline and conduct inimical to the Company’s operations.

 

105.                        Counsel maintained that the Defendant’s alleged participation in the diversion of funds, receipt of illicit payments and failure to report the irregularities amounted to gross misconduct and a breach of his contract of employment.

 

106.                       On the Defendant’s contention that his dismissal was premature because the criminal proceedings had not concluded, Counsel submitted that an employer was not invariably required to await the conclusion of a criminal prosecution before dismissing an employee for gross misconduct, provided the employee had been confronted with the allegations and afforded an opportunity to defend himself.

 

107.                        In support, Counsel relied on Dangote (sic: Dongtoe) v. C.S.C., Plateau State (2001) 9 NWLR (Pt. 717) 132, where, according to Counsel, the Court held that an employer need not await the prosecution of an employee accused of stealing, embezzlement or misappropriation before determining the employment relationship. Counsel also cited UBA Plc v. Oranuba (2014) NWLR (Pt. 1390) 1 at 42, for the proposition that the controlling consideration in a disciplinary dismissal is the preservation of the employee’s constitutional right to fair hearing, rather than the prior prosecution of the employee for the same misconduct.

 

108.                       Counsel accordingly urged the Court to reject the Defendant’s contention that the disciplinary process and the present action were premature.

 

109.                       On the non-joinder of Matthew Asuelimen and Umesh Kain, Counsel submitted that the contract of employment was personal to the Claimant and the Defendant, and that the two individuals were not privies to that contract. He argued that their absence as parties did not prevent the Court from determining whether the Defendant had breached his own contractual obligations. Counsel also stated that the two individuals were themselves subject to investigations or proceedings.

 

110. With respect to the Defendant’s argument that Olam Nigeria Limited was a separate legal entity which had interfered with the employment relationship, Counsel contended that the Defendant’s employment letter bore the Olam name and that the Defendant himself relied upon the Olam Code of Conduct and Staff Handbook. Counsel further referred to the Staff Handbook’s statement that Olam acquired Crown Flour Mill on 10 January 2010 and argued that the documents demonstrated the relationship between the Claimant and the wider Olam organization.

 

111.   Issue Three: Whether the Claimant proved its entitlement to the reliefs sought On the third issue, Counsel submitted that the Claimant had discharged the evidential burden placed upon it and was entitled to the reliefs claimed.

 

112.  Counsel first addressed the Defendant’s argument that the entire action had to be proved beyond reasonable doubt. He submitted that the ordinary standard of proof in civil proceedings was the balance of probabilities or preponderance of evidence, as provided by Section 134 of the Evidence Act, 2011. He argued that Section 135(1) of the Act required proof beyond reasonable doubt only where the commission of a crime by a party was directly in issue in a proceeding, whether civil or criminal.

 

113.  Counsel therefore contended that the Court should identify the particular allegation of crime and determine the standard applicable to that allegation, rather than mechanically applying the criminal standard to every aspect of the suit. He nevertheless maintained that, even if the Defendant’s proposed standard were applied to the relevant allegations, the Claimant had established its case through the Defendant’s admissions and the documentary evidence tendered.

 

114. Counsel acknowledged that the Amended Statement of Facts referred to ?10,000,000.00 as the sum allegedly converted by the Defendant, whereas the Claimant’s case also referred to ?4,000,000.00 and ?15,000,000.00 in relation to the Defendant’s alleged benefit. Counsel characterized the reference to ?10,000,000.00 in paragraph 25 as a typographical error and submitted that the evidence and alleged admissions established the Defendant’s financial benefit under the Scheme.

 

115.  On Reliefs 1 and 2, Counsel argued that the Claimant had established that the Defendant participated in the manipulation of the Condonation Scheme and benefited financially from the diversion of funds intended for certain distributors. He contended that this conduct was contrary to the terms of Exhibits C1, D1 and D3, and urged the Court to declare that the Defendant breached his contract of employment and that the reversal of the credit notes was wrongful, illegal and unlawful.

 

116. On Reliefs 3, 4 and 5, Counsel submitted that the evidence demonstrated that the Defendant benefited from the Scheme and that the Claimant was entitled to the refund of ?4,000,000.00, the further refund of ?10,000,000.00, and general damages of ?15,000,000.00. Counsel again relied on the Defendant’s alleged admissions in his pleadings, oral testimony and Exhibit C8, contending that the Defendant had admitted receiving ?4,000,000.00 and ?15,000,000.00 in connection with the Scheme.

 

117.  Counsel also relied on the Claimant’s analysis of the transactions, which estimated the alleged irregularities at approximately ?2,003,000,000.00 under one method and ?3,500,000,000.00 under another. He submitted that the overall losses arose from the fraudulent activities of the Defendant and his alleged cohorts and that the Claimant’s analysis provided a basis for the amounts claimed.

 

118. Counsel further contended that the evidence before the Court, including the Defendant’s interview with the Panel of Enquiry, supported the Claimant’s assessment of the sums received by the Defendant and the losses suffered by the Company. He urged the Court to grant the monetary reliefs claimed.

 

119. On the claim for costs, Counsel submitted that costs follow the event and that the Claimant had incurred substantial expenses in instituting and prosecuting the action. He further argued that the Defendant’s preliminary objection, which resulted in the transfer of the suit from Lagos to Jos, contributed to the duration and expense of the proceedings.

 

120.                        In support of the claim for costs, Counsel relied on A.C.B. Plc v. Ndoma-Egba [2000] 10 NWLR 229 at 245, which he cited for the principle that an award of costs should not be punitive, arbitrary or unreasonable and that the Court should state its reasons where it makes an award that is unusually high or punitive.

 

121.  In conclusion, Counsel submitted that the Claimant had established its claims on the balance of probabilities and, in respect of the allegations of criminal conduct directly in issue, had also discharged the burden of proof beyond reasonable doubt. He accordingly urged the Court to resolve all the issues in favour of the Claimant and grant all the reliefs sought.

 

Defendant’s Reply on Points of Law:

122.                        Learned Counsel for the Defendant filed a Reply Address dated 21 October 2026 in response to the Claimant’s Final Written Address, which Counsel stated was deemed properly filed and served on the Defendant on 4 October 2026. The reply principally addressed the Claimant’s objection to the competence of the Defendant’s Amended Statement of Defence, the effect of the alleged admissions, the burden of proof, and the Claimant’s arguments concerning the Defendant’s alleged participation in the Condonation Scheme.

 

123.                        On the competence of the Defendant’s Amended Statement of Defence, learned counsel responded to the Claimant’s contention that no Statement of Defence had been filed within the prescribed period. Counsel submitted that, under section 122(2)(m) of the Evidence Act 2011, the Court should take judicial notice of its own records. Those records, counsel argued, would show that the Defendant was served with the originating processes, filed on 14 December 2022, through Gabriel Pam on 24 January 2023, and that he subsequently entered a conditional appearance, filed a Statement of Defence and lodged a Notice of Preliminary Objection on 2 February 2023.

 

124.                        Counsel consequently contended that the Claimant’s assertion that the Defendant had failed to file a Statement of Defence was misleading. He argued that the parties had exchanged pleadings and that the Claimant had not previously challenged the Defendant’s representation or defence but had raised the objection only at the final address stage in an attempt to secure judgment on a technical ground.

 

125.                        In support of his submission, Counsel relied on Igwilo v. A-G Federation (2024) LPELR-61816(CA), page 44, paragraph D, urging the Court not to permit the pursuit of technical justice at the expense of substantive justice.

 

126.                        Counsel further disputed the Claimant’s description of the Defendant’s process as a “Consequential Amended Statement of Defence”. He submitted that the process filed on 29 September 2025 was the Defendant’s response to the Claimant’s amended process filed on 11 August 2025, which, according to Counsel, was served on the Defendant on 17 September 2025.

 

127.                        Counsel argued that an amendment to an originating process relates back to the date of the original process and has the legal effect of treating the amended process as the operative process before the Court. He relied on Tsokwa Oil Marketing Co. (Nig.) Ltd. v. Bank of the North Ltd. (2002) LPELR-3268(SC), page 47, paragraphs D–E, in support of the proposition that an amendment relates back to the original date of filing.

 

128.                        Counsel therefore submitted that, following the Claimant’s amendment, the Defendant was entitled to respond to the amended Statement of Facts and that the authorities relied upon by the Claimant were distinguishable because they did not concern a Statement of Defence filed in response to an amended Statement of Facts. He urged the Court to reject the Claimant’s preliminary argument and consider the Defendant’s pleadings and evidence on their merits.

 

129.                        On the burden of proof for declaratory reliefs and the effect of admissions, Counsel responded to the Claimant’s contention that the Defendant’s admissions and inconsistencies entitled it to judgment. He submitted that the Claimant had overlooked the declaratory nature of the reliefs sought: a claimant seeking declarations must establish its case on its own evidence and cannot obtain them solely because of the defendant’s default or admission.

 

130.                        Counsel relied on Kwajaffa & Ors. v. Bank of the North Limited (2004) LPELR-1727(SC), page 22, paragraphs E–F, where Musdapher, JSC, was cited as holding:

“...the law correctly in my view, is that a declaratory relief cannot be granted merely on default of defence or even on admission.”

 

131.  Counsel further relied on Nwadiogby & Ors. v. Nnadozie & Ors. (2001) LPELR-2088(SC), page 16, paragraphs D–F, where Katsina-Alu, JSC, was cited as reiterating the principle that:

“The plaintiff must rely on the strength of his own case and not on the weakness of the defendant's case.”

 

132.                        Counsel referred to Mogaji v. Odofin (1978) 4 SC 91; Akunyili v. Ejidike (1996) 5 NWLR (Pt. 449) 381; Kodilinye v. Odu (1935) 2 WACA 336; and Eboade v. Atomesin (1997) 5 NWLR (Pt. 506) 490, as authorities supporting the same principle.

 

133.                        Counsel argued that the Claimant’s Final Written Address concentrated on alleged admissions and contradictions in the Defendant’s case without sufficiently demonstrating how the evidence adduced by the Claimant established the elements of the reliefs sought. He further referred to Order 34 of the National Industrial Court of Nigeria (Civil Procedure) Rules, 2017, concerning admissions in proceedings before the Court.

 

134.                        Counsel maintained that the Claimant’s allegations were founded on fraud and conversion, for which the burden of proof was particularly stringent. He relied on Kayi v. Kolo & Ors. (2026) LPELR-83756(SC), pages 40–41, paragraphs C–A, in support of his argument that fraud must be proved and cannot be presumed. He submitted that the Claimant could not discharge its burden merely by pointing to perceived weaknesses or inconsistencies in the Defendant’s case.

 

135.                        On the alleged participation of the Defendant in the reversal of credit notes, Counsel responded to the Claimant’s submission that the Defendant participated in reversing credit notes by arguing that the Claimant’s own pleadings did not specifically attribute the actual reversals to the Defendant.

 

136.                        He referred to paragraph 8 of the Amended Statement of Facts, which identifies Gbenga Akinyemi and Franklin Odejinmah as the persons who reversed credit notes originally posted by the OGBS team, allegedly on the instructions of Matthew Asuelimen. Counsel contended that the Defendant was not named in that particular allegation as the person who carried out the reversals.

 

137.                        Counsel submitted that neither the Claimant’s pleadings nor the evidence of its witnesses demonstrated how the Defendant personally effected the reversals. He argued that the Court could not supply evidence which the Claimant had failed to establish through its witnesses and documentary exhibits.

 

138.                        In support, Counsel relied on Olonade & Anor. v. Sowemimo (2014) LPELR-22914(SC), page 31, paragraphs E–F, for the proposition that the arguments and submissions of Counsel cannot take the place of evidence.

 

139.                        Counsel further submitted that the Defendant had not admitted committing fraud. He relied on Abayomi Oluwa & Ors. v. Kolawole Oluwa & Anor. (2022) LPELR-58739(CA), page 57, paragraphs B–D, where Bankojo, JCA, was cited as explaining that factual issues cannot be raised for the first time in a final address where pleadings have been filed, although a point of law may properly be raised in an address. He also referred to Buraimoh v. Bamgbose (1989) LPELR-818(SC).

 

140.                       Counsel therefore urged the Court to distinguish between the Defendant’s alleged receipt of money and the separate allegation that he participated in the reversal of credit notes or fraudulent conversion of the Claimant’s funds.

 

141. Regarding the broader alleged fraud and the non-joinder of other individuals, Counsel submitted that the Claimant’s allegations about the Condonation Scheme primarily concerned Matthew Asuelimen, Umesh Kain, Gbenga Akinyemi and Franklin Odejinmah. He argued that the Claimant’s attempt to implicate the Defendant in the scheme did not, by itself, establish the Defendant’s individual liability.

 

142.                        Counsel reiterated that the Claimant’s pleadings identified other employees as the persons who allegedly initiated, approved or executed particular aspects of the Scheme. He contended that the Claimant had not demonstrated through its evidence how the Defendant was personally responsible for the reversal of credit notes or the alleged conversion of funds.

 

143.                        In response to the Claimant’s argument that the non-joinder of Matthew Asuelimen and Umesh Kain was immaterial because the action concerned the Defendant’s contract of employment, Counsel maintained that the absence of the principal persons alleged to have initiated and approved the Scheme remained relevant to the evaluation of the Claimant’s allegations.

 

144.                       Counsel also submitted that the Claimant’s reliance on the alleged wider fraud did not dispense with the need to prove the Defendant’s particular participation and the specific sums allegedly received by him.

 

145.                        On the standard of proof and the Claimant’s alleged failure to establish its case, learned Counsel responded to the Claimant’s argument on the burden of proof by maintaining that the Claimant had not sufficiently demonstrated how the evidence before the Court satisfied the applicable standard in relation to fraud and conversion.

 

146.                       He contended that the Claimant could not simply assert that the allegations had been proved beyond reasonable doubt without identifying the evidence establishing the Defendant’s particular acts and the requisite guilty intention. Counsel reiterated that the Defendant’s alleged receipt of ?4,000,000.00 was explained in his pleadings as money received in the ordinary course of his work from his superior, which he believed to be an appreciation for his performance, and not as proceeds of fraud.

 

147.                        Counsel further argued that the Claimant had not proved the alleged receipt of ?15,000,000.00 by the Defendant and that the amounts of ?2,003,000,000.00 and ?3,500,000,000.00 referred to in the Claimant’s accounting analysis represented estimates of the wider alleged transactions rather than sums established as having been received by the Defendant.

 

148.                       Counsel also maintained that the Claimant had not sufficiently demonstrated the basis for the monetary reliefs sought. He reiterated that the Claimant’s demand for ?15,000,000.00 as general damages was not supported by proof of a corresponding loss specifically attributable to the Defendant.

 

149.                       In his concluding submission, Counsel urged the Court to reject the Claimant’s arguments founded on the alleged admissions, contradictions and documentary evidence, hold that the Claimant had failed to discharge the burden of proof required by law, and dismiss the suit in its entirety.

 

Court’s Decision

150.                        Having carefully considered the pleadings of the parties, the evidence adduced by their respective witnesses, the exhibits tendered and admitted in evidence, and the submissions of learned counsel in their final written addresses and reply on points of law, this Court shall now determine the issues arising for consideration in this suit.

 

151.  Crown Flour Mill Limited, the Claimant, commenced this action against its former employee, Mr. Pam Chayi, the Defendant, alleging his involvement in financial irregularities relating to a sales rebate programme known as the Condonation Scheme. The claimant maintains that the defendant breached his contractual and fiduciary duties by participating in the improper handling of funds and credit notes associated with the scheme. It therefore seeks declaratory reliefs, repayment of ?4,000,000.00 and ?10,000,000.00, general damages of ?15,000,000.00, and costs.

 

152.                        The defendant denies the allegations of fraud, dishonesty and contractual breach. His defence is substantially that the scheme was introduced and authorized by superior officers of the claimant; that his involvement was pursuant to instructions received in the course of his employment; and that he neither originated nor controlled the arrangement. Although he acknowledges receiving certain sums of money in circumstances connected with the scheme, he disputes the claimant’s characterization of those receipts as fraudulent or unlawful. He also challenges the authenticity of a statement attributed to him and relied upon by the claimant.

 

153.                        The controversy therefore requires this Court to distinguish between the existence of a questionable commercial arrangement, the defendant’s participation in activities associated with that arrangement, and proof that he personally committed the particular breaches and financial wrongs alleged against him. These are separate questions. Proof that an irregularity occurred within an organization does not, without more, establish the civil liability of every employee who had some connection with the transaction.

 

154.                        In determining the dispute, the Court is mindful that the claimant must succeed upon the strength of the case established by its pleadings and evidence. The defendant’s obligation to answer the allegations does not relieve the claimant of the primary burden of proving the facts upon which its claims depend.

 

155.                        For the purpose of resolving the controversy comprehensively, the Court considers the following issues appropriate for determination:

 

                                                             i.      Whether the defendant’s amended statement of defence is competent and may properly be relied upon in determining this suit.

                                                           ii.      Whether the statement attributed to the defendant and tendered as Exhibit C8 constitutes admissible and reliable evidence of the alleged admissions.

                                                        iii.      Whether the claimant has established that the defendant breached his contract of employment, the applicable Code of Conduct or the claimant’s anti-bribery and related policies.

                                                         iv.      Whether the claimant has proved that the defendant was responsible for the alleged wrongful credit-note reversals and is liable to refund ?4,000,000.00 and ?10,000,000.00 respectively.

                                                           v.      What effect, if any, the alleged involvement of other officers, the identity of the corporate entities mentioned in the evidence and the criminal investigations have upon the determination of the suit.

                                                         vi.      Whether the claimant is entitled to general damages and costs.

 

156.                        These issues shall be considered in their logical sequence, although related questions will, where necessary, be addressed together.

 

157.                        On the competence of the defendant’s amended statement of defence, the claimant’s counsel contended that the defendant failed to file a competent defence within the time prescribed by the Rules of this Court and urged the Court to disregard his defence. Reference was made to Order 15 Rule 1 of the National Industrial Court of Nigeria (Civil Procedure) Rules 2017.

 

158.                        Compliance with the Rules of Court is essential to the orderly administration of justice, and a party who fails to meet procedural requirements may face the consequences prescribed by the Rules. However, an objection to the competence of a process must be determined in light of the proceedings’ full procedural history, including any subsequent amendments and court orders, rather than by examining an earlier process in isolation.

 

159.                        The action was commenced on 14 December 2022. The defendant’s position is that he entered a conditional appearance and filed his original statement of defence and preliminary objection on 2 February 2023. The claimant subsequently amended its processes, while the defendant filed an amended statement of defence on 29 September 2025.

 

160.                       Once duly permitted and filed, an amended pleading generally replaces the earlier version in defining the issues in dispute. The operative pleading is the one currently before the court, not the superseded version. Accordingly, an allegation that the original defence was filed out of time does not, on its own, warrant disregarding a subsequent amended defence properly made part of the proceedings.

 

161. The Court must also distinguish between a procedural default that has been regularized and a fundamental defect that affects its jurisdiction. The time limit for filing a defence under Order 15 Rule 1 is procedural; a delay in filing does not, by itself, require the Court to determine the action without considering the defendant’s case.

 

162.                        In the present proceedings, the defendant’s amended statement of defence was the pleading upon which the parties proceeded to trial. Evidence was led and cross-examination conducted upon the disputed facts arising from the pleadings. The claimant had the opportunity to challenge the defendant’s case and did so.

 

163.                        In the circumstances disclosed by the procedural history placed before the Court, I am not persuaded that the amended defence should be excluded merely because the claimant challenges the time at which an earlier defence was filed.

 

164.                       Accordingly, the claimant’s objection to the competence of the defendant’s amended statement of defence is overruled. The Court shall determine the substantive dispute upon the parties’ subsisting pleadings and the evidence properly before it.

 

165.                        On the statement attributed to the defendant as Exhibit C8, one of the principal matters in controversy is Exhibit C8, a statement which the claimant attributes to the defendant and relies upon as containing admissions relevant to the alleged diversion of funds.

 

166.                       The defendant disputes the authorship and authenticity of the document. He maintains that the statement attributed to him was not voluntarily made and challenges the circumstances in which the alleged admission was obtained. His counsel further raised objections founded upon sections 15(4) and 17(2) of the Administration of Criminal Justice Act 2015.

 

167.                        The Court carefully examined Exhibit C8. The preliminary question is whether the document was adequately proved to be a statement made or adopted by the Defendant. Merely tendering a document containing an allegation or purported admission does not establish its authorship, especially where the person to whom it is attributed expressly denies making or signing it.

 

168.                       It is necessary to distinguish between the admissibility of a document and the weight which the Court may properly attach to it. A document may have been received in evidence and yet possess little or no probative value where its origin, authenticity or connection with the party against whom it is tendered has not been satisfactorily established.

 

169.                       The evidence of CW2, Mr. Ojeka O. Joseph, is material in this respect. In cross-examination, he was unable to provide satisfactory firsthand authentication of Exhibit C8 or the circumstances in which it was purportedly made. His evidence did not conclusively resolve the defendant’s challenge to the document.

 

170.                        The Court has also considered the objection concerning the statutory safeguards applicable to statements obtained from suspects during criminal investigation. In Federal Republic of Nigeria v. Akaeze (2024) LPELR-62190(SC), the Supreme Court considered the legal consequences of non-compliance with the safeguards prescribed under the Administration of Criminal Justice Act. Those safeguards cannot be dismissed as matters of no consequence where the Act applies to the circumstances in which a confessional statement was obtained.

 

171.  Whether sections 15(4) and 17(2) of ACJA apply to a particular document necessarily depends upon its nature, the status of the maker at the material time and the circumstances of its recording. A statement obtained by an employer during an internal administrative inquiry is not, without more, identical in character to a confessional statement recorded by an investigating authority from a criminal suspect. The Court must examine the actual circumstances rather than determine the objection by reference to the title given to the document.

 

172.                        Exhibit C8 is a handwritten narrative dated 5 July 2022 and attributed to the Defendant. It describes an alleged dealer-loyalty arrangement involving certain distributors and the receipt of money in connection with that arrangement. The document bears only a signature at the bottom, with no name or description identifying its author. It has no heading or accompanying note indicating who witnessed its preparation, or where or in whose presence it was made. It is written on a plain sheet of paper and contains no other identifying features beyond those described above.

 

173.                        Of particular significance is the portion of the statement in which the maker acknowledges receiving a rough total of approximately ?15 million from certain dealers and further states that Mr. Matthew, identified in the statement as his superior officer, gave him approximately ?4 million in appreciation.

 

174.                        The Court is mindful that, under sections 20, 21 and 24 of the Evidence Act, 2011 (as amended), a statement made by a party which is adverse to his interest constitutes relevant evidence against its maker. See Cappa & D’Alberto Ltd v. Akintilo, Suit No. SC.30/1999, decided on 25 April 2003; and Seismograph Services (Nig.) Ltd v. Eyuafe (1976) 9–10 SC 135.

 

175.                        However, section 27 of the Evidence Act expressly provides that admissions are not conclusive proof of the matters admitted. The Court is therefore required to evaluate the nature and extent of the admissions, the circumstances in which they were made, and their consistency with the other evidence before it.

 

176.                        In this regard, the Court observes that Exhibit C8 does not identify the four dealers referred to in the statement, the respective amounts allegedly paid by them, the dates or means of payment, or the ultimate disposition of the sums collected. The statement also describes the total amount received as a rough estimate, rather than a figure arrived at through any identifiable reconciliation of accounts.

 

177.                        Furthermore, the document attributes the introduction and management of the scheme to the Defendant’s superior officer, who allegedly represented the arrangement as having the company’s approval. Whether such approval existed is a material question which cannot be resolved merely by the Defendant’s account of what he was told.

 

178.                        The Court also notes the distinction between the alleged receipt of approximately ?15 million from dealers and the separate assertion that the Defendant received approximately ?4 million as an appreciation payment. These statements do not, without more, establish that the Defendant personally appropriated the entire ?15 million or that the Claimant thereby suffered an equivalent financial loss.

 

179.                        It must be re-emphasized that the admissibility of a document is one thing, while the probative value to be attached to it is another. In Omega Bank Nigeria Plc v. O.B.C. Ltd (2005) 8 NWLR (Pt. 928) 547, the Supreme Court reaffirmed the duty of the trial Court to evaluate the weight and credibility of documentary evidence, notwithstanding its admission.

 

180.                       Accordingly, the Court considers Exhibit C8 relevant to the allegations made against the Defendant and is entitled to attach appropriate weight to those portions constituting established admissions of facts within the Defendant’s personal knowledge.

 

181. Nevertheless, the Court cannot, merely upon the production of Exhibit C8, conclude that the Defendant committed fraud, converted the Claimant’s money or became liable to repay the sums mentioned therein. Such findings must be supported by the evidence necessary to establish the material elements of the particular claim.

 

182.                        For where the commission of a crime by the Defendant is directly in issue, section 135(1) of the Evidence Act prescribes proof beyond reasonable doubt. Where the claim is founded upon an independently actionable civil breach, the applicable standard is ordinarily the balance of probabilities under section 134 of the Act.

 

183.                        In either case, the legal burden of establishing the Claimant’s entitlement to the reliefs sought remains upon the Claimant, subject to the applicable rules governing admissions and the shifting evidential burden.

 

184.                       The Court shall therefore evaluate Exhibit C8 together with the oral testimonies of the parties, the answers elicited during cross-examination, the other documentary exhibits and the material facts admitted or established on the pleadings before determining whether the Claimant has discharged the burden imposed upon it by law.

 

185.                        Accordingly, the Claimant’s more immediate difficulty is evidential. The Defendant denies making the statement, and the evidence presented to establish its authorship and authenticity is not sufficiently persuasive. None of the Claimant’s witnesses were present when the Defendant allegedly prepared and executed the document. Where the Claimant relies on an alleged admission of serious financial misconduct, the Court must require proof and cannot infer authenticity from conjecture.

 

186.                       I therefore find that Exhibit C8 has not been established as a sufficiently reliable admission by the Defendant to support the Claimant’s substantive reliefs. Accordingly, the purported admissions in that exhibit will not be accorded decisive evidential weight.

 

187.                        This finding does not render every allegation against the Defendant unsustainable simply because Exhibit C8 is unreliable. The Claimant may still prove its case through other credible oral or documentary evidence. The Court therefore turns to that evidence.

 

188.                       The third issue is on whether the claimant has established a breach of the defendant’s contractual and employment obligations.

 

189.                       The claimant’s first substantive relief seeks a declaration that the defendant breached his contract of employment, the Olam Code of Conduct 2020 and the applicable anti-bribery policy.

 

190.                       In resolving this issue, it is necessary to examine the defendant’s actual obligations, the conduct alleged to constitute a breach and the evidence connecting that conduct with the alleged contractual or disciplinary prohibition.

 

191. The existence of an employment relationship between the claimant and the defendant is not seriously disputed. Although questions were raised concerning references to Olam Agri and other related corporate entities, the defendant admitted that Crown Flour Mill Limited employed him. His case is that he was employed on 3 May 2017 as Regional Sales Manager, North, and was subsequently confirmed and promoted.

 

192.                        CW1, Mr. Ayotomilola Oyebanji, testified on 20 May 2025 and tendered documents relating to the defendant’s employment, the allegations of financial irregularities, his suspension, an internal enquiry and a police investigation. These were admitted as Exhibits C1 to C5.

 

193.                        Under cross-examination, CW1 acknowledged, among other matters, that the defendant was employed by Crown Flour Mill Limited rather than Olam Agri. His evidence also raised questions concerning the defendant’s actual position in the management and operation of the disputed scheme.

 

194.                       CW2, Mr. Ojeka O. Joseph, testified on 25 March 2026 and tendered the accounting analysis, transfer screenshot and disputed statement admitted as Exhibits C6, C7 and C8 respectively.

 

195.                        Of particular significance is CW2’s evidence under cross-examination that the arrangement described as the Condonation Scheme originated with senior officers, including Mr. Matthew Asuelimen and Mr. Umesh Kain, and that the defendant acted upon instructions received in connection with the scheme. CW2 also identified Mr. Asuelimen as a superior officer of the defendant.

 

196.                       The defendant’s account is substantially consistent with the existence of a scheme communicated through superior officers. He maintains that he did not devise the arrangement and that he understood it to be an authorized loyalty or rebate programme involving selected distributors.

 

197.                        Notably, Exhibit C4, tendered by the Claimant, is a September 2022 report prepared by a committee established to investigate the alleged scheme involving certain employees. The committee was chaired by Mr. Michael Ademolu and comprised three other members. At page 9, under “Findings and Conclusions,” the report records the Defendant as stating that “upon Franklin’s posting of the credit notes, Matthew Asuelimen crosschecks to ensure everything was properly done before recommending the same for Umesh Kain’s approval.” The committee recommended the Defendant’s dismissal for gross misconduct, together with that of other employees it found culpable.

 

198.                       There is an important legal distinction between a commercial scheme that is irregularly designed or implemented and an employee’s deliberate participation in a dishonest arrangement. An employee cannot necessarily escape liability merely by asserting that he acted under instructions from a superior. An instruction to commit an unlawful act does not become lawful simply because it emanates from a superior officer. Conversely, an employer alleging misconduct must prove the material circumstances which made the employee’s conduct wrongful and demonstrate that the employee engaged in that conduct in breach of an applicable obligation.

 

199.                       The defendant admitted receiving approximately ?4,000,000.00 as what he described as appreciation from his superior. He also acknowledged collecting funds from distributors in connection with the arrangement. These admissions are relevant and cannot be ignored. They establish a degree of personal involvement in the transactions.

 

200.                      However, without further supporting evidence, these matters do not prove that the Defendant fraudulently diverted the Claimant’s funds, personally authorized unlawful reversals of credit notes, or knowingly received the Claimant’s money in breach of a specific contractual provision. Exhibit C4, the Committee of Inquiry’s report, does not make those findings either.

 

201.                        The claimant relied upon its Code of Conduct and related policies. The Court accepts that employees may be subject to obligations of honesty, fidelity and avoidance of conflicts of interest. Nevertheless, where a declaration is sought that a particular employee breached specified contractual and policy obligations, the Court must be satisfied not only that the obligations existed but also that the proved conduct amounted to the alleged breach.

 

202.                      The Claimant has not sufficiently established the scope of the Defendant’s authority over the credit-note reversal process, or shown that he devised the scheme, directed the reversals, or controlled the related accounting entries.

 

203.                      Indeed, the evidence points to the involvement of other officers in the creation, approval and implementation of the arrangement. The claimant was required to identify the defendant’s own wrongful acts rather than rely generally upon the existence of irregularities within the scheme.

 

204.                      I must emphasize that this Court is not holding that the defendant’s receipt of money from distributors or a superior officer was necessarily proper. Such conduct may legitimately call for explanation and may, depending upon the applicable rules and surrounding circumstances, constitute a disciplinary infraction. The question, however, is whether the claimant has proved the particular breaches upon which its declaratory relief is founded.

 

205.                      On the totality of the evidence, I find that the claimant has not discharged that burden. The first relief accordingly fails. I so hold.

 

206.                      On the standard and burden of proof, the defendant’s counsel submitted that the claimant’s allegations are criminal in character and must therefore be established beyond reasonable doubt. The claimant, on the other hand, relied upon the defendant’s alleged admissions and the documentary evidence as sufficient proof of its case.

 

207.                      The starting point is section 134 of the Evidence Act 2011, which prescribes proof on the balance of probabilities in civil proceedings. Under section 135 of the Act, where the commission of a crime by a party is directly in issue in any proceeding, whether civil or criminal, the allegation must be proved beyond reasonable doubt.

 

208.                      These provisions must be applied according to the nature of the particular fact in issue. It would be incorrect to conclude that every employment dispute involving allegations of misconduct must be proved entirely beyond reasonable doubt merely because the employer has used expressions such as fraud, dishonesty, conversion, or misappropriation.

 

209.                      Where the Court is asked to determine whether an employee breached an employment obligation, the ordinary civil standard may apply. But where the claimant’s case necessarily requires a finding that the defendant committed fraud or criminal misappropriation, and the commission of that crime is directly in issue, section 135 becomes relevant.

 

210.                        In the present case, the claimant’s allegations include the wrongful diversion of funds and participation in a fraudulent scheme. To the extent that the reliefs depend upon establishing the defendant’s commission of those alleged crimes, the statutory requirement of proof beyond reasonable doubt cannot be avoided.

 

211.  The Court must also recognize that the civil burden remains upon the claimant in respect of the essential facts founding its reliefs. The defendant’s inability to give a satisfactory explanation for a transaction may affect the weight of his evidence, but it cannot supply an essential element of the claimant’s case where the evidence of that element is absent.

 

212.                        The familiar principle is that the party who asserts a fact must prove it. Sections 131 to 136 of the Evidence Act govern the incidence and discharge of the evidential burden.

 

213.                        It follows therefore that the claimant must prove the defendant’s personal involvement in the alleged wrongdoing and, where monetary recovery is sought, the basis upon which the particular sum claimed became payable by him.

 

214.                        On the alleged wrongful credit-note reversals, the claimant seeks a declaration that the credit-note reversals made through the defendant and other officers under the Condonation Scheme were wrongful, illegal and unlawful.

 

215.                        The Court has considered the evidence relating to the establishment of the scheme, the selection of distributors, the issuance of credit notes and the subsequent reversal of certain entries.

 

216.                        The claimant’s evidence indicates that the scheme was devised or approved in 2019 by senior officers, including Mr. Matthew Asuelimen and Mr. Umesh Kain. There is also evidence suggesting that Mr. Franklin Odejinmah and Mr. Gbenga Akinyemi were involved in the actual reversal of credit notes, allegedly upon instructions from Mr. Asuelimen.

 

217.                        The defendant’s involvement must be assessed against that background. The mere fact that the defendant dealt with distributors participating in the scheme does not establish that he possessed authority to create, approve or reverse accounting credits. These are distinct functions. A person who communicates with a distributor or collects funds pursuant to an arrangement is not necessarily the person responsible for making accounting entries or authorizing their reversal.

 

218.                        CW2’s evidence under cross-examination is particularly significant. Exhibit C6, the accounting analysis tendered by him, did not expressly identify the defendant as the person responsible for the transactions reflected in the document. CW2 also acknowledged that Exhibit C7 did not show a transfer originating from or paid into the defendant’s account.

 

219.                        The evidential significance of these matters cannot be overstated. The claimant must establish a reliable connection between the accounting transactions complained of and the defendant’s personal acts or omissions.

 

220.                      The Court is equally mindful that a document prepared by an employee in the course of an internal investigation may be relevant to the existence of irregularities. But an internal report does not become conclusive proof of the culpability of a named employee merely because the employer adopts its conclusions.

 

221.                        For this reason, the contents of Exhibits C2, C4 and C5, comprising the misappropriation report, internal enquiry report and police interim report, must be evaluated alongside the evidence of the witnesses and the underlying transactional records.

 

222.                       An investigative conclusion may explain why an employer suspected misconduct or commenced disciplinary proceedings. It does not dispense with proof of the material facts upon which the Court is invited to enter judgment.

 

223.                       The claimant has not produced sufficiently cogent evidence showing that the defendant personally instructed or executed the credit-note reversals complained of. Neither has it satisfactorily established the precise entries attributable to him, the amounts represented by those entries and the manner in which he thereby became personally liable to the claimant.

 

224.                      The evidence concerning wider financial irregularities, including the substantially larger sums mentioned in the reports and submissions, does not resolve this difficulty. Such aggregate figures cannot be treated as proof of the defendant’s liability for a particular transaction without a clear evidential connection. The second relief therefore fails.

 

225.                       On the claim for refund of ?4,000,000.00, the claimant seeks an order compelling the defendant to refund ?4,000,000.00 allegedly admitted by him to have been received in connection with the scheme. Unlike the disputed statement in Exhibit C8, the defendant’s own testimony acknowledges that he received approximately ?4,000,000.00. His explanation is that the money was given to him as appreciation by a superior officer and that he believed the payment to be legitimate.

 

226.                      The admission that money was received is important. However, the Court must determine precisely what was admitted. There is a material distinction between admitting receipt of a sum of money and admitting liability to refund that sum to a particular claimant.

 

227.                       The defendant’s acknowledgment of receipt does not, without more, establish that the money belonged to Crown Flour Mill Limited, that it was paid from the claimant’s funds or that the defendant received it under circumstances imposing an obligation to make restitution to the claimant.

 

228.                      The claimant was required to establish the legal and factual basis of the proposed refund. Such a basis might arise, depending upon the evidence, from the defendant’s breach of a contractual obligation, the receipt of money belonging to the claimant without lawful justification or another recognized basis of restitutionary liability.

 

229.                      It is not sufficient simply to demonstrate that the defendant received money while employed by the claimant.

 

230.                      The Court has considered whether the defendant’s explanation should be rejected as inherently improbable. The receipt of a substantial personal payment from a superior officer in connection with transactions involving distributors certainly raises legitimate concerns. It is a circumstance capable of supporting further investigation and, where adequately pleaded and proved, a finding of misconduct.

 

231.                        Nevertheless, the mere existence of those concerns does not entitle the Court to conclude that the entire sum belonged to the Claimant and is recoverable by it. The evidence does not adequately establish that the ?4,000,000.00 came from the Claimant’s funds or identify the specific contractual provision its receipt breached. Nor does the evidence clearly show that the Defendant received the money on the Claimant’s behalf and subsequently misappropriated it for his own benefit.

 

232.                       I therefore find that, although receipt of approximately ?4,000,000.00 was acknowledged, the claimant has not established its entitlement to an order for repayment of that sum. The third relief fails.

 

233.                       Regarding the claim for a refund of ?10,000,000.00, the Claimant’s fourth relief seeks repayment of that sum, allegedly received by the Defendant under the Condonation Scheme.

 

234.                      The claimant’s case concerning this sum presents a more substantial evidential difficulty.

 

235.                       The defendant’s account refers to the collection and remittance of approximately ?15,000,000.00 over a period of about three years. He distinguishes those collections from the approximately ?4,000,000.00 which he says he received personally as appreciation – Exhibit C8.

 

236.                      The claimant must therefore establish whether the ?10,000,000.00 represents money personally retained by the defendant, money collected but not remitted, money paid into an account under his control or some other ascertainable loss for which he is legally responsible.

 

237.                       The distinction is fundamental. An employee who receives funds as an intermediary and duly remits them is not, merely by reason of receipt, personally liable to repay the funds to his employer. Liability depends upon what the employee was obliged to do with the money and whether he failed to discharge that obligation.

 

238.                      The claimant’s evidence does not satisfactorily reconcile the various sums mentioned in the pleadings, reports, witness testimony and submissions. References to ?15,000,000.00 collected, ?4,000,000.00 allegedly received personally, and ?10,000,000.00 claimed as a separate refund require an evidential explanation.

 

239.                      The Court cannot undertake an arbitrary apportionment of the sums or infer that a particular amount was retained simply because the aggregate amount allegedly handled was greater than the sum admitted to have been received personally.

 

240.                      Exhibit C6 does not sufficiently establish the defendant’s personal receipt or retention of the ?10,000,000.00. Exhibit C7 does not identify a transfer into his account. Exhibit C8 has already been found unreliable as proof of the alleged admission. Furthermore, the claimant has not established a complete transactional trail demonstrating that ?10,000,000.00 was paid to the defendant, retained by him or diverted by him from the claimant. The evidence therefore falls short of establishing the factual foundation of the claim. The fourth relief fails.

 

241.                        On the defendant’s reliance upon instructions from superior officers, the defendant placed considerable reliance upon the contention that he acted under instructions from his superior, Mr. Matthew Asuelimen, and that the scheme had been approved at a higher managerial level.

 

242.                      The Court considers it necessary to address the legal significance of that contention.

 

243.                      An employee owes duties of honesty, good faith and fidelity to the employer. Those duties are not extinguished merely because the employee receives instructions from a superior. An employee who knowingly participates in fraud cannot avoid responsibility by asserting that the fraudulent activity was directed by another officer.

 

244.                      At the same time, the Court must distinguish between knowingly implementing an unlawful arrangement and carrying out a facially authorized commercial policy without proof that the employee knew of its unlawful purpose.

 

245.                      Where an employer alleges that an employee knowingly participated in a fraudulent scheme, evidence that the scheme was introduced and supervised by superior officers may be relevant to the employee’s knowledge, authority and degree of responsibility.

 

246.                      The claimant’s evidence does not sufficiently establish that the defendant knew the scheme to be fraudulent at its inception or that he subsequently acted with the dishonest intention alleged.

 

247.                      The defendant’s explanation is not conclusive merely because he gave it. However, the claimant must displace that explanation by credible evidence sufficient to establish the wrongful conduct relied upon. In this case, the claimant has not done so.

 

248.                      On the non-joinder of other officers, learned counsel for the defendant submitted that the claimant’s case was defective because other officers said to have designed, authorized or implemented the scheme were not joined as parties. The Court does not accept that submission as a sufficient ground, standing alone, for defeating the action.

 

249.                      The fact that other persons may have participated in the transactions does not necessarily prevent an employer from suing an employee against whom it has an independent cause of action.

 

250.                      A claimant is not invariably required to sue every person whose conduct forms part of the factual background to its claim. The central question is whether the rights and obligations in controversy can be effectively determined between the parties before the Court.

 

251.                        Accordingly, the non-joinder of Mr. Matthew Asuelimen, Mr. Umesh Kain, Mr. Franklin Odejinmah and Mr. Gbenga Akinyemi does not, by itself, render the action incompetent.

 

252.                       Nevertheless, the absence of those officers as witnesses has evidential consequences. The claimant’s own case attributes material decisions and actions to some of these persons. Where the claimant seeks to establish that the defendant knowingly participated in wrongdoing directed or implemented by them, evidence from the persons concerned, or reliable contemporaneous records of their instructions and transactions, could have been material.

 

253.                       The Court will not speculate as to what any uncalled witness might have said. It is sufficient to observe that the evidence actually adduced must establish the defendant’s liability. The claimant cannot overcome a deficiency in that evidence merely by relying upon the general allegation that several employees participated in the same scheme.

 

254.                      The objection founded solely upon non-joinder is therefore rejected, although the evidential deficiencies identified remain material to the merits of the claims.

 

255.                       On the identity of the corporate entities, the defendant also challenged the claimant’s reliance upon documents and activities associated with Olam Agri and other entities within the wider corporate group. The law recognizes the separate legal personality of incorporated companies. The principle is illustrated by Salomon v. A. Salomon & Co Ltd 1897 AC 22.

 

256.                      It follows that Crown Flour Mill Limited and another incorporated company within the same corporate group are not necessarily interchangeable merely because they share ownership, management structures, branding or operational arrangements.

 

257.                       However, the existence of related corporate entities does not mean that a company is prohibited from adopting common employment policies or relying upon records generated through shared administrative functions. The relevant questions are whether the policy or document was applicable to the employee and whether the claimant has established the rights it seeks to enforce.

 

258.                      In the present case, the defendant admitted his employment relationship with Crown Flour Mill Limited. That admission defeats any suggestion that the claimant lacked standing merely because certain documents referred to Olam Agri or another related entity.

 

259.                      The more substantial difficulty is not the claimant’s identity as employer but the insufficiency of proof connecting the defendant with the specific wrongdoing and financial liability alleged.

 

260.                      Accordingly, the defendant’s objection based upon corporate identity does not independently defeat the action. Equally, the claimant cannot attribute to itself a financial loss suffered by a separate company without establishing the legal basis for doing so.

 

261.                        On the criminal investigation, disciplinary proceedings and dismissal, the defendant’s counsel further argued that the allegations against him were criminal in nature and that the claimant ought not to have proceeded against him before the conclusion of criminal proceedings.

 

262.                      The Court does not accept the proposition that an employer must invariably await the conviction of an employee before taking disciplinary action in respect of misconduct involving allegations of criminality.

 

263.                      In Yusuf v. Union Bank of Nigeria Ltd (1996) 6 NWLR (Pt. 457) 632, the Supreme Court addressed the relationship between allegations of misconduct involving criminal elements and an employer’s disciplinary authority. The decision recognizes that an employer may take disciplinary action in appropriate circumstances without first obtaining a criminal conviction, provided the applicable requirements of fair hearing and the employment relationship are observed.

 

264.                      The decision in Arinze v. First Bank of Nigeria Ltd (2004) 12 NWLR (Pt. 888) 663 is also relevant to the employer’s disciplinary powers in such circumstances.

 

265.                      It is therefore incorrect to suggest that the mere pendency of a criminal investigation or prosecution necessarily renders every related employment decision or civil claim premature.

 

266.                      However, the present suit is not simply an action seeking a determination of the validity of the defendant’s dismissal. The claimant has approached the Court for declarations of breach and specific monetary reliefs. The fact that an employer may lawfully discipline an employee without awaiting criminal conviction does not mean that the employer automatically becomes entitled to recover sums of money from the employee. The claimant must still establish the facts supporting the civil remedies sought.

 

267.                      The defendant’s complaints concerning the circumstances of his suspension, dismissal and alleged detention have been considered as part of the factual background. Nevertheless, the Court cannot grant affirmative reliefs concerning those matters unless they are properly placed before it through a competent claim or counterclaim and supported by the requisite evidence.

 

268.                      The Court is equally not determining the criminal responsibility of the defendant or any other person. That question is distinct from the civil claims presently before it. I so hold.

 

269.                      For completeness, the Court will consider the evidential value of the reports and electronic records, which form the principal documentary materials relied upon by the Claimant.

 

270.                      Exhibit C6 is an accounting analysis. Exhibit C7 comprises a screenshot relating to a transfer. The defendant challenged the reliability and evidential significance of these documents.

 

271.                        Where a party relies upon computer-generated evidence, section 84 of the Evidence Act 2011 imposes requirements governing admissibility. The Court must consider the nature of the document, the manner of its production and the evidential foundation established for its reception.

 

272.                       However, even where an electronic record is admissible, admissibility is not synonymous with proof of the matters asserted in it.

 

273.                       An accounting schedule may establish that particular entries were recorded in a company’s system. It does not necessarily prove that a named employee authorized those entries, received the amounts recorded or acted dishonestly.

 

274.                      Likewise, a transfer screenshot may demonstrate a transaction between identified accounts. It cannot, without further evidence, establish receipt by the defendant where neither the sending nor receiving account is shown to belong to him.

 

275.                       The claimant was therefore required to establish the connection between the records and the defendant through reliable evidence. CW2’s concessions under cross-examination materially weakened that connection.

 

276.                      The Court has also considered the reports of the internal enquiry and police investigation. Those documents form part of the history of the dispute and may disclose the matters investigated. Nevertheless, the conclusions of an investigating body are not binding findings of civil liability upon this Court. The Court must reach its own decision upon the admissible and credible evidence before it.

 

277.                       Having therefore, examined the evidence as a whole, I find that the documentary materials do not sufficiently establish the defendant’s personal liability for the amounts claimed.

 

278.                      On the claim for general damages of ?15,000,000.00, the claimant seeks ?15,000,000.00 as general damages for the defendant’s alleged breaches. General damages are ordinarily awarded as compensation for loss which the law presumes to flow naturally from an established wrong. They are not awarded merely because a claimant has pleaded a substantial figure or because allegations of serious misconduct have been made. A claimant seeking damages must first establish an actionable wrong for which the defendant is responsible.

 

279.                      In the present case, the claimant has failed to establish the contractual breach and financial wrongdoing upon which its principal reliefs depend. The necessary foundation for an award of general damages is therefore absent.

 

280.                      There is also no sufficient basis for treating the sum of ?15,000,000.00 as an automatic or punitive consequence of the defendant’s alleged involvement in the Condonation Scheme. The Court must avoid making an award that amounts to punishment for unproved allegations or that duplicates financial recovery sought under other heads.

 

281.                        Accordingly, the fifth relief fails.

 

282.                      On costs, costs are at the Court’s discretion and must be awarded judicially and judiciously, taking account of the circumstances of the case. As the Claimant has not established its substantive claims, its request for costs is unwarranted. In light of the nature of the allegations and the issues that properly called for judicial determination, the Court considers it appropriate for each party to bear its own costs.

 

283.                      In conclusion, this Court has given careful consideration to the seriousness of the allegations made against the defendant. The evidence discloses a commercial arrangement involving rebates, distributor payments and subsequent questions concerning the handling of credit notes. It also establishes that the defendant participated in certain activities connected with that arrangement and acknowledged receiving money from a superior officer. Those facts warranted examination. They do not, however, relieve the claimant of the burden of proving the particular breaches and financial liabilities alleged.

 

284.                      The central deficiency in the claimant’s case is the failure to establish a sufficiently reliable evidential connection between the defendant’s personal conduct and the specific wrongful transactions for which the claimant seeks declaratory and monetary reliefs.

 

285.                      The claimant has not proved that the defendant personally authorized or executed the impugned credit-note reversals. It has not established the legal basis upon which the acknowledged receipt of approximately ?4,000,000.00 creates an obligation to refund that amount to the claimant. Nor has it proved that the defendant personally received or retained the additional ?10,000,000.00 claimed.

 

286.                      The disputed statement in Exhibit C8 does not provide a reliable foundation for those claims, while the accounting analysis and transfer screenshot do not sufficiently establish the necessary connection with the defendant. The Court cannot fill those evidential gaps by speculation, however serious the suspicions arising from the surrounding circumstances. In the final analysis, I resolve the substantive issues against the claimant.

 

287.                      For the sake of clarity and the avoidance of any doubt whatsoever, I make the following orders:

 

1.       The claimant’s objection to the competence of the defendant’s amended statement of defence is overruled.

2.     Exhibit C8 shall not be relied upon as proof of the disputed admissions attributed to the defendant.

3.     The claimant’s first relief, seeking a declaration that the defendant breached his contract of employment, the Olam Code of Conduct 2020 and the applicable anti-bribery policy, is refused.

4.     The claimant’s second relief, seeking a declaration concerning the alleged wrongful, illegal and unlawful credit-note reversals, is refused.

5.     The claimant’s third relief, seeking a refund of ?4,000,000.00, is refused.

6.     The claimant’s fourth relief, seeking a refund of ?10,000,000.00, is refused.

7.     The claimant’s fifth relief, seeking general damages of ?15,000,000.00, is refused.

8.     The claimant’s sixth relief, seeking costs, is refused.

 

288.                      The claimant’s suit is accordingly dismissed for failure to establish its claims on the evidence.

 

289.                      There shall be no order as to costs. Judgment is entered accordingly.

 

Delivered in Jos this 26^th day of October 2026.

 

 

 

HON. JUSTICE I. S. GALADIMA
Judge.

Public access to NICN decisions:

Judgments and reasons for the judgments are published, in full, online at https://nicnadr.gov.ng. NICN decisions are available to the general public shortly after a copy each has been sent to the claimant(s) and Respondent(s) in a case.