HON. ESEME SUNDAY EYIBOH V. DAHIRU SHEIKH MUJADDADI & ORS. (2021)

Background

This appeal concerned an alleged sale of a residential property in Abuja belonging to the Estate of Sheikh Mujaddadi. The first to third respondents were the administrators of the estate. In 2007, the appellant expressed interest in purchasing the property for N100,000,000.00. The respondents’ case was that the proposed buyer was also required to pay a separate five per cent agency fee of N5,000,000.00.

A contract of sale and deed of assignment were prepared and signed by the appellant and by only the first and second respondents. The third administrator did not sign. The appellant contended that the documents evidenced a concluded contract and that the first and second respondents had acknowledged receipt of the purchase price. He further asserted that Jamilu Mujaddadi, a biological son of the deceased and beneficiary of the estate, acted as the administrators’ agent and received the purchase money on their behalf.

The administrators denied that a binding contract had been concluded. They maintained that Jamilu was authorised only to look for a prospective purchaser and had no authority to conclude the sale, receive the purchase price or deliver title documents. They also maintained that the appellant had not paid the agreed agency fee. The property was subsequently sold to the fourth respondent, who paid N100,000,000.00 as the purchase price and N5,000,000.00 as agency fee. All three administrators executed the relevant documents in favour of the fourth respondent.

The appellant sued at the High Court of the Federal Capital Territory for declarations, specific performance and a perpetual injunction restraining the administrators from dealing with the property. The High Court dismissed the claims, and the Court of Appeal affirmed that decision. The appellant then appealed to the Supreme Court.

Issues

1. Whether the documents signed by only two of the three administrators created an enforceable contract of sale between the appellant and the estate.
2. Whether the appellant proved payment of consideration to the administrators and compliance with the agreed terms, including the agency fee.
3. Whether Jamilu had authority to conclude the sale or receive payment on behalf of the administrators.
4. Whether the concurrent findings of fact by the lower courts were perverse or warranted appellate interference.

Ratio Decidendi

The Supreme Court unanimously dismissed the appeal. The Court restated that a valid and enforceable contract requires the coexistence of offer, acceptance, consideration, capacity to contract and an intention to create legal relations. There must be a concluded bargain in which all essential terms have been settled.

The appellant failed to prove that he paid consideration to the administrators. His pleadings initially stated that payment was made to the respondents, but his reply and the evidence of his witness established that the bank drafts were given to Jamilu. Jamilu was not an administrator, and the appellant failed to prove that he had authority to receive payment for the estate. Evidence given by a witness which supports the opponent’s case may be treated as an admission against interest.

The Court also applied the doctrine of joint representation. Where several administrators are appointed, their interest in the estate is joint and indivisible, and they must act together. A conveyance executed by some of them may nevertheless be valid where there is proof of the concurrence of all the administrators or an order of court. In this case, however, the appellant did not prove such concurrence. The third administrator expressly refused to sign, and the respondents denied that two signatures were sufficient.

The Court held that Jamilu’s authority was limited to finding a buyer. An agent cannot exceed the authority granted by the principal. An agent employed merely to procure a purchaser does not, without express authority, have power to conclude a sale, receive the purchase price or execute conveyancing documents on behalf of the owner. Payment to such an agent did not bind the administrators.

The Court further observed that the appellant’s inconsistent pleadings amounted to approbating and reprobating. He could not assert in one breath that the administrators received the money and in another that the money was paid to Jamilu. A party cannot blow hot and cold in the same transaction.

Court Findings

The Supreme Court accepted the concurrent factual findings of the High Court and Court of Appeal. Such findings are not ordinarily disturbed unless shown to be perverse, unsupported by the evidence, or founded on a wrong principle of law that occasioned a miscarriage of justice. The Court found no such error.

Although the written documents did not expressly mention the agency fee, the Court held that the decisive failures were broader than the disputed term. The appellant did not establish acceptance by all the administrators, payment of consideration to the proper parties, capacity or consensus ad idem. The written documents could not, in those circumstances, create a binding contract where the essential elements were absent.

The Court also rejected the appellant’s argument that the dismissal of the fourth respondent’s counterclaim prevented the courts from considering the validity of the subsequent sale. The trial court had considered that sale in resolving the appellant’s own claim, not merely in granting the withdrawn counterclaim. The documents executed by all three administrators in favour of the fourth respondent were therefore relevant to the determination of the competing claims.

Conclusion

The appeal was dismissed for want of merit. The Supreme Court upheld the judgments of the High Court and Court of Appeal. The appellant was not entitled to a declaration, specific performance or an injunction because no enforceable contract of sale existed between him and the administrators. The parties were ordered to bear their respective costs, although one concurring judgment stated that it abided by the consequential orders.

Significance

The decision emphasises the importance of proving every essential element of a contract, especially where declaratory and equitable reliefs are sought. It confirms that a claimant must succeed on the strength of his own case and cannot rely on alleged admissions or weaknesses in the defence. It also provides a significant warning in estate and property transactions: purchasers must verify the authority of every person receiving payment or purporting to sell property. A beneficiary or intermediary who is authorised only to locate a buyer cannot, without clear authority, bind administrators of an estate. The case further clarifies that joint administrators hold and represent estate property jointly, and that the concurrence of all administrators, or an order of court, is ordinarily necessary before a conveyance can bind the estate.