UBONG V. UDO (2023)

Background

This appeal arises from a decision made by the High Court of Cross River State regarding a claim filed by Mr. Lawrence Asuquo Udo against Mrs. Bella Ubong. Mr. Udo alleged that he made monetary contributions amounting to N1,650,000.00 to Mrs. Ubong, who failed to remit the amount upon request. The claim included a demand for damages for breach of contract.

In response to the lawsuit, Mrs. Ubong argued that being an agent of her disclosed principal, Mega Assets Management Ltd, she could not be sued in her personal capacity for actions conducted on behalf of the company. The trial court dismissed her application to strike out the case, leading her to appeal the decision.

Issues

The following key issues were presented for determination:

1. Whether Mrs. Ubong, as agent of Mega Assets Management Ltd, could be held liable in her private capacity.
2. Whether any failures by the trial judge to consider affidavits from third parties infringed her right to a fair hearing.

Ratio Decidendi

The court ruled that:

1. An agent of a disclosed principal is generally not personally liable for transactions made on behalf of the principal unless they exceed their authority or contract personally.
2. The nature of the relationship and transaction must be established to determine if an agency exists.
3. Any affidavits must be direct and substantive evidence; mere assertions by counsel do not substitute.

Court Findings

The Court of Appeal found:

1. The trial court rightly held that Mrs. Ubong was properly sued in her personal capacity, as the evidence did not support her claim of acting solely as an agent.
2. There was no sufficient basis or evidence presented to show a formal agency relationship between Mrs. Ubong and Mega Assets Management Ltd, as Udo claimed he engaged with her personally.
3. The judge's decision to ignore the third-party affidavit did not violate the principles of fair hearing, as the evidential basis for agency was inadequately established.
4. Counsel’s submissions are not considered valid evidence by the court and do not influence the judge’s findings.

Conclusion

The Court of Appeal dismissed the appeal, affirming the lower court's ruling that Mrs. Ubong was susceptible to personal liability despite her claims of acting as an agent. Her lack of proper evidence demonstrating an established agency relationship was pivotal.

Significance

This case highlights crucial aspects of agency law, particularly regarding the liability of agents acting on behalf of a disclosed principal. Furthermore, it illustrates the importance of substantive evidence in legal proceedings and reinforces judicial principles regarding the admissibility of counsel's submissions. The ruling serves as a guide for future civil actions involving agency relationships and liability.