COOPERATIVE DEVELOPMENT BANK PLC V. EKANEM (2008)

Background

This case revolves around a contractual dispute between Cooperative Development Bank Plc (the appellant) and Arc. Mfon Ekanem & Ors (the respondents), a firm of architects, quantity surveyors, and engineers who were engaged to construct the bank’s headquarters in Uyo, Akwa Ibom State. After completing their work, the respondents submitted invoices based on professional fees approved by the Nigerian government. However, the appellant failed to settle these fees despite multiple requests, compelling the respondents to initiate legal proceedings seeking the amount of N6,174,357.92, in addition to interest.

Issues

The critical legal issues addressed in this case were:

1. Did the appellant accept to pay the respondents according to the professional scale of fees applicable to consultants in the construction industry by their conduct?
2. Is the professional scale of fees applicable to the appellant, being alleged to belong to the private sector?

Ratio Decidendi

The Court of Appeal concluded that:

1. The acceptance of the professional fees by conduct was evident through the exchange of documents and communication between the parties.
2. The trial court was correct in enforcing the fees despite the appellant’s contention that they pertained only to public sector contracts.

Court Findings

Upon reviewing the evidence presented, the Court found that:

1. The appellant had shown implicit acceptance of the respondents' terms when it did not object to the invoices or the associated scale of fees upon receiving communication regarding them.
2. The professional scale of fees was appropriately applied in the given context, regardless of the appellant’s classification as a private entity.

Conclusion

The appeal was dismissed with the Court affirming the judgment of the lower court. The trial judge's findings were upheld, and the Court emphasized the principle that the interpretations of contracts rely heavily on the intentions and conduct of the involved parties.

Significance

This case underscores the importance of explicit communication and acceptance in contractual relationships, particularly in determining the applicable terms of payment. It highlights that silence or failure to object to terms can be construed as acceptance and emphasizes the obligations of parties in honor their contractual commitments.