20/04/2026
F.C.M.B. VS. ABDUL GAFARU & CO. LTD. (2026) 6 NWLR (PT. 2038) 179, SC.
*ISSUES FOR DETERMINATION:*
1.Whether the concurrent findings of the two lower courts are sustainable.
2.Whether the Court of Appeal was right in affirming the decision of the trial court to the effect that the interest to be awarded is at the rate of 18% and on the basis of the whole initial deposit of ₦3,040,094,393.57.
*FACTS OF THE CASE:*
An arbitral award was made in favour of the 1st respondent against the Federal Government of Nigeria. In a bid to enforce the arbitral award, the respondents initiated garnishee proceedings against the Federal Government of Nigeria at the Federal High Court, which made a garnishee order absolute against the monies of the Federal Government of Nigeria held in the Consolidated Revenue Fund of the Federation in the custody of the Central Bank of Nigeria for payment of the judgment debt.
Following the garnishee order absolute, the Central Bank of Nigeria transferred the sum of ₦3,040,094,393.57 to the appellant. On receipt of the money, the appellant wrote to the Central Bank of Nigeria, seeking confirmation of the basis for the inflow. And the Central Bank of Nigeria confirmed that the payment made to the account of the 1st respondent domiciled with the appellant was a valid payment instruction.
While the appellant awaited confirmation from the Central Bank of Nigeria, the parties agreed to the placement of the money in an interest yielding call account. The deposit was rolled over for the first thirteen days from 30th October 2008 (the date of the lodgment) earning interest of ₦6,802,834.18. Eventually, the appellant got the confirmation from the Central Bank and, on 11th November 2008, it credited the 1st respondent’s account with the sum of ₦3,040,094,393.57 and also paid the interest of ₦6,802,834.18 to the respondents.
On its part, the 1st respondent also withdrew ₦1,321,097,410 from the total money leaving a balance of ₦1,718,996,983.16 in the account.
Subsequently, the Attorney-General of the Federation directed the appellant not to release the balance of ₦1,718,996,983.16 in the account to the 1st respondent and to recover the money already released to the 1st respondent. The directive was based on several grounds, the principal of which was that the statutory consent required for the commencement of garnishee proceedings to enforce an arbitral award had not been sought or obtained in accordance with Section 84 of the Sheriff and Civil Process Act. In a further letter addressed to the Governor of the Central Bank of Nigeria, the Attorney General of the Federation requested the Bank to instruct the appellant to recover the funds already released to the respondents.
In compliance with the directive of the Attorney General of the Federation, the appellant promptly took steps to secure the disputed funds. The appellant placed a Post-No-Debit restriction on the account of the 1st respondent to prevent further withdrawals and remitted the balance of ₦1,718,996,983.16 in the account to the Central Bank of Nigeria.
After verifying the judgment debt through a Committee, the Attorney General of the Federation subsequently authorized the appellant to credit the account of the 1st respondent with the verified judgment sum.
Meanwhile, following the imposition of the Post-No-Debit restriction, the respondents instituted an action against the appellant at the High Court by which it claimed as follows:
(a) ₦113,651,250.31 being 20% interest on investment rolled from the day to day on sum of ₦3,040,094,393.57 being the respondents’ money or credit in their account with the appellant from 30th October 2008 to 5th January 2009.
(b) ₦25,000,000 being the amount paid as legal expenses imposed and incurred as a result of litigation in various courts.
(c) ₦500,000,000 being general damages for embarrassment, humiliation, trauma and discomfort caused to the respondents’ directors/officers by the dishonouring of drafts and cheques they issued to other persons.
(d) 10% interest on the judgment sum from the date of judgment till liquidation.
(e) An order directing the appellant to apologise to the respondents for the unlawful, unwarranted, and abusive conduct of the appellant towards the respondents’ account in national newspapers.
In a considered judgment, the trial court found in favour of the respondents and entered judgment against the appellant in the sum of ₦95,947,272.04 as interest for the period between 30th October 2008 and 5th January 2009. The trial court also awarded ₦150,000,000 as damages.
Dissatisfied, the appellant appealed to the Court of Appeal, which upheld the decision of the trial court and dismissed the appeal. Still dissatisfied, the appellant appealed to the Supreme Court where it failed to link its second ground of appeal to any issue for determination.
In determining the appeal, the Supreme Court considered the provisions of section 22 of the Supreme Court Act, which provides:
“The Supreme Court may, from time to time, make any order necessary for determining the real question in controversy in the appeal, and may amend any defect or error in the record of appeal and may direct the court below to inquire into and certify its findings on any question which the Supreme Court thinks fit to determine before final judgment in the appeal and may make an interim order or grant any injunction which the court below is authorized to make or grant and may direct any necessary inquiries or accounts to be made or taken and generally shall have full jurisdiction over the whole proceedings as if the proceedings had been instituted and prosecuted in the Supreme Court as a court of first instance and may rehear the case in whole or in part or may remit it to the court below for the purpose of such rehearing or may give such other directions as to the manner in which the court below shall deal with the case in accordance with the powers of that court.”
*Held (Unanimously allowing the appeal in part):*
*1.On when Supreme Court will interfere with concurrent findings of facts by lower courts.*
Where, in the peculiar circumstances of a case, a failure to scrutinize concurrent findings of lower courts would occasion a miscarriage of justice, the Supreme Court is duty-bound to intervene. (P. 204, para. G)
*2.On whether court can make order for or against a non-party to a suit.*
A court cannot make any order for or against a person who is neither a party nor a privy in the case before the court. Also, Directors of a company who are not parties to a suit cannot derive any benefit from its outcome. In the instant case, the High Court and the Court of Appeal were in error when they awarded general damages in favour of the persons who were not parties to the proceedings.
Kokoro-Owo v. Lagos State Gov. (2001) 11 NWLR (Pt. 723) 237; Ekperokun v. University of Lagos (1986) 4 NWLR (Pt. 34) 1 62; U.B.A. Plc v. Jargaba (2007) 11 NWLR (Pt. 1045) 247 referred to.] (P. 205, paras. A-C)
*3.On legal personality of a registered company and whether can claim damages for injured feelings and emotional distress.*
Upon incorporation, a company becomes a separate and distinct legal entity, different from its shareholders, who are its owners and from its directors who are its managers. Such a company enjoys perpetual succession and continues to exist notwithstanding any changes in its shareholders or management. As a legal person, it can own property, enter contracts and conduct business in its own name. The Directors of the company are its human managers but they are distinct and separate from the personality of the company. The respondents who were the plaintiffs, being registered companies are not natural persons with body, mind, feelings or emotions. Therefore, they cannot suffer pain, humiliations, trauma or emotional distress in the human sense. They, as companies can claim other pecuniary or proprietary damages but not anything that has to do with feelings and emotions. This is apt because they are artificial personalities without flesh, blood and soul.
Duyile v. Kelly Ogunbayo & Sons Ltd. (1988) 1 NWLR (Pt. 72) 601 referred to.] (Pp. 205, paras. C-F; 219, paras. G-H)
*4.On nature of general damages and principles guiding its award.*
General damages are normally awarded where any loss is suffered by a party to a case. General damages is the kind of damages, which the law presumes to flow from the wrong complained of. They are such as the court will award in the circumstances of a case, in the absence of any yardstick with which to assess the award except by presuming the ordinary expectations of a reasonable man. General damages may be awarded to assuage such a loss which flows naturally from the defendant’s act. It needs not be specifically pleaded. It arises from inference of law and need not be proved by evidence. It suffices if it is generally averred. They are presumed by the law to be the direct and probable consequence of the act complained of. Unlike special damages, it is generally incapable of substantially exact calculation. It is evident that general damages represent losses that naturally and directly flow from the wrongful act of the defendant and they are awarded as a matter of law upon the facts established by the claimant. In the instant case, the respondents did not claim damages for loss of business or profit. Such claims in any event, would properly fall under special damages. Rather, the damages sought were for trauma, humiliation and emotional distress allegedly suffered by the directors of the respondents’ companies. That claim was fundamentally misconceived because the directors were not parties to the action and could not benefit from a judgment in a suit to which they did not submit themselves. More importantly, the respondents, being artificial legal entities, were incapable of experiencing trauma, humiliation, or emotional distress. They therefore, could not validly maintain a claim for such damages.
Yalaju-Amaye v. Associated Registered Eng. Contractors Ltd.(1990) 4 NWLR (Pt. 145) 422; Lar v. Stirling Astaldi Ltd. (1977) 11 - 12 SC 53; Omonuwa v. Wahabi (1976)4 SC 3; Incar v. Benson (1975) 3 SC 117; Odulaja v. Haddad (1973) 11 SC 357 referred to.] (Pp. 205-206, paras. F-F)
*5.On whether damages for personal suffering and emotional distress can be awarded to non-human entities.*
Damages premised on personal suffering cannot be awarded to non-human entities. Artificial persons being creatures of statute lack human feelings and cannot suffer sentiments or emotions. A company, not being a natural person, cannot suffer shock, anxiety, or emotional upset. In the instant case, the trial court and the Court of Appeal erred in awarding general damages to the respondents. In the circumstances, the award of damages fort rauma, humiliation, or emotional distress ought to be set aside. (P. 206, paras. F-H)
*6.On primary function of pleading.*
The primary function of pleading is to define and delimit with clarity and precision the real matters in controversy between the parties. The pleadings in the instant case are clearly for interest of 20% on the sum of ₦3,040,094,393.57 and the tenure pleaded is from 30th October 2008 to 5th January2009.
Atolegbe v. Shorun (1985) 1 NWLR (Pt. 2) 360; Maiulu (Nig.) Ltd. v. Maililu (Nig.) Ltd. (2025) 3 NWLR (Pt. 1980) 577 referred to.] (P. 210, para. A)
*7.On bindingness of pleadings on parties to an action.*
Parties are bound by their pleadings and facts not pleaded go to no issue. This doctrine is to ensure that the adverse party does not spring surprises at the trial by giving evidence on what was not pleaded. The duty of a party, therefore, is to plead relevant facts and to leave the court to apply the law to the facts pleaded.
Aremu v. Adetoro (2007) 16 NWLR (Pt. 1060) 244 referred to.] (P. 210, paras.B-C)
*8.On general powers of the Supreme Court.*
By virtue of section 22 of the Supreme Court Act, the Supreme Court may, from time to time, make any order necessary for determining the real question in controversy in an appeal, and may amend any defect or error in the record of appeal and may direct the court below to inquire into and certify its findings on any question which the Supreme Court thinks fit to determine before final judgment in the appeal and may make an interim order or grant any injunction which the court below is authorized to make or grant and may direct any necessary inquiries or accounts to be made or taken and generally shall have full jurisdiction over the whole proceedings as if the proceedings had been instituted and prosecuted in the Supreme Court as a court of first instance and may rehear the case in whole or in part or may remit it to the court below for the purpose of such rehearing or may give such other directions as to the manner in which the court below shall deal with the case in accordance with the powers of that court. This provision reveals unlimited power available to the Supreme Court to do substantial justice in deserving cases. A consequential relief can be granted by the Supreme Court in the interest of justice even where such has not been specifically claimed.
Eze v. Gov., Abia State (2014) 14 NWLR (Pt. 1426) 192 referred to.] (Pp.212-213, paras. G-E)
*9.On purpose of general powers of the Supreme Court and conditions for invocation thereof.*
Section 22 of the Supreme Court Act was enacted to confer general powers on the Supreme Court to do all such things that will bring about unalloyed justice. The operation of the section goes with certain conditions which must co-exist before such an invocation can be effected. These conditions are:
(a) The section can only be invoked where the courts below are clothed with the requisite jurisdiction to entertain and determine the matter under consideration but failed and or neglected to do so.
(b) The real issue raised by the claim of the appellant at the lower court or trial court must be seen to be capable of being distilled from the grounds of appeal.
(c) All necessary materials must be available to the Supreme Court for consideration.
(d) The injustice or hardship that will follow if the case is remitted to the court below must clearly manifest itself.
In the instant case, the criteria for the invocation of section 22 of the Supreme Court Act were met. Consequently, the Supreme Court would consider the claim of interest which the lower courts did not properly assess.
Ezennaka v. C.O.P., Cross River State (2022) 18 NWLR (Pt. 1862) 369 referred to.] (Pp. 213-214, paras. E-E)
*10.On when interest can be claimed and awarded.*
Generally, interest can be claimed and properly awarded in any of the following situations:
(a) Where it is expressly agreed upon by the parties.
(b) Where contemplated in the agreement between the parties, under a mercantile custom.
(c) Where it is prescribed by substantive or procedural law.
(d) Where it is equitable such as in a fiducial relationship between parties.
Where interest is specifically provided for and expressly agreed to by the parties in their contract, a party to the contract can claim such interest as of right and when duly pleaded and proved as required by the law, the interest can properly be awarded.
N.N.P.C. v. Fung Tai Eng. Co. Ltd. (2023)15 NWLR (Pt. 1906) 117 referred to.] (Pp. 211-212, paras. D-B)
*11.On when right to interest can be presumed.*
Parties would be presumed to have reasonably contemplated that interest would be paid on money not paid as and when due in breach of a contract, if it is customary or the usual and generally accepted practice in contractual transactions of that nature. In the instant case, it was not in dispute that there was banker-customer relationship between the appellant and the 1st respondent, a relationship which involves interest payments in the ordinary course.
U.E.S. Ltd. v. R.M.A. & F.C. (2022) 10 NWLR (Pt. 1837) 133 referred to.] (P. 220, paras. C-E)
*12.On nature of claim for interest and principles guiding its claim and award as of right.*
A claim for interest generally refers to a monetary demand made by a claimant for compensation to cover the time value of money between when the cause of action arose and when the judgment is given or satisfied. It is usually a supplementary monetary relief sought alongside the main claim. When it is claimed as of right, there must be a contractual arrangement such as in loan agreement and it is expected that the claimant in clear, precise, and specific term pleaded the contractual basis of the interest and the agreed rate. The claimant mustin that wise prove his entitlement to it. Hence, the desirability to plead the rate of interest agreed, the period for which the interest is claimed. Failure to plead these particulars may cause the court to refuse or down-grade the interest to be awarded. This is very significant because a claim of interest is not a mere appendage but an integral component of monetary relief. Where it is clearly proved that there was an agreement between the parties for such interest to be paid, the court may grant the relief. In the instant case, there was no controversy that the appellant paid interest of 7% in the sum of ₦6,802,834.18. There was no evidence that respondents turned down the payment of this sum of interest representing 7% interest rate. And the respondents pleaded that the 7% interest rate was paid on 11th November 2008. Yet, the respondents claimed interest rate of 20% from 30th October 2008 to 5th January 2009. If the interest was paid for 13 days from 30th October 2008 to 11th November 2008,the outstanding interest to be paid cannot by any dint of imagination be from 30th October 2008 to 5th January 2009 as claimed and as ordered by the trial court and the Court of Appeal. The interest payable, if any was outstanding, should be less the 13 days paid for. The respondents claimed 20% interest, but they never placed before the trial court their evidence in proof of the 20 % interest rate. Furthermore, there was evidence that the sum of N1,321,097,410 had been withdrawn from the account of the respondents leaving a balance of N1,718,996,983.16 which was embargoed by Attorney General of the Federation through the Central Bank of Nigeria. It is the balance amount in the account that could not be withdrawn or spent by the respondents, and that ignited the cause of action in the case. In the circumstances, the order of the trial court and of the Court of Appeal granting interest from 30th October 2008 to 5th January 2009 was perverse because it was not based on any credible fact in the case of the parties. That order, being perverse, occasioned a miscarriage of justice and cannot be sustained. (Pp. 211, paras. A-D; 212, paras. B-G)
*13.On bindingness of agreed interest rate between bank and its customer.*
Where the relationship between persons is contractual, they are bound by the terms of the contract, including the agreed rate of interest over any fund deposited.
Unity Bank Plc v. Ahmed (2020)1 NWLR 1705) 364; U.B.N. Plc v. Ajabule (2011) 18 NWLR (Pt. 1278) 152. referred to.] (P. 216, paras.F-G)
*14.On proof of interest rate claimed.*
In any claim on a rate of interest, except where concrete agreement between the parties is admitted by them or where there is positive and unequivocal admission by a party, that rate of interest has tobe proved by admissible evidence. A certified document from the bank in whose favour the interest is to be paid, or any of its authorized officers can more competently be a reliable source for such information. In the instant case, the interest rate used by the trial court which was not contested was 18%. That rate remained but, it was chargeable on the frozen balance of N1,718,996,983.16 for a tenure of the left over 55 days after the deduction of 13 days for which interest had already been paid, and not 68 days. Since there was no other certified proof of the chargeable rate other than that found by the trial court, the interest rate payable shall be 18% on the fund for the 55 days remaining. The amount the appellant ought to pay was the sum of N1,499,224.63 x 55 used by the trial court which shall be N82,457,354.60.
Veepee Industries Ltd. v. Cocoa Industries Ltd. (2008) 13 NWLR (Pt. 1105) 486 referred to.] (P. 217, paras. B-F)
*15.On meaning and nature of “call deposit account” andhow it is different from a fixed term deposit.*
A call deposit account, as recognized in modern Nigerian banking operations, is an interest-bearing deposit maintained by a customer with a commercial bank, wherein the depositor retains the unfettered right to demand repayment of the whole or any part of the funds standing to his credit upon giving a short notice, usually within twenty-four hours, or as may be contractually stipulated between the parties. The distinctive feature of this category of account is its high liquidity, such that the bank is, at all times, under an obligation to honour the customer’s demand for withdrawal without the imposition of penalties or forfeiture of accrued interest. Unlike a fixed term deposit, a call account is not tied to a definite tenure. Funds lodged therein remain accessible to the customer “on call” even though interest accrues on the daily cleared balance at a rate mutually agreed between the bank and the customer, subject always to the monetary policy guidelines and prudential directives issued by the Central Bank of Nigeria. The interest so earned is ordinarily credited at the interval agreed by the parties. In this case, it is clear from the transaction of the parties that the bulk money was placed on call deposit for 13 days. And at the end of the tenure of 13 day s, the interest accrued was paid to the respondents. (P. 215, paras. A-D
*16.On nature of a claim for legal fees or expenses and need to prove same.*
For a party to be entitled to and earn a claim for legal fees or expenses, he must specifically plead the necessary facts and prove them with evidence, as the claim falls within the perimeter of special damages which must be pleaded and strictly proved. In essence, a claim for legal expenses is not self-executory. It does not enure to a party as a matter of routine or course. Pleading and evidence are necessary to support a claim for legal expenses from the court. The bounden duty of the court, in the accusatorial system of adjudication is to apportion to a party what he has proved, not claims that are unproved. In the instant case, there was no atom of evidence furnished before the trial court to prove that head of claim of ₦25million legal expenses. The implication was that the trial court, constituted itself into a santa claus when it granted the claim of ₦25million legal expenses. The award of ₦25million legal expenses was not only illegitimate, but a pessimi exempli of a gratuitous award that is seriously offensive to the letters and spirit of the law.
U.B.N. Plc v. Chimaeze (2014) 9 NWLR (Pt. 1411) 166 referred to.] (Pp. 218-219, paras. H-D)
*17.On treatment of ground of appeal from which no issue for determination is raised.*
A ground of appeal is deemed abandoned where it is neither addressed nor incorporated in the issues submitted for determination. In appellate practice, once a party has raised a ground of appeal in the notice of appeal, he is required to advance arguments on it or otherwise rely on it in his brief of argument. Where he fails to do so, the ground is treated as abandoned and is liable to be struck out. In the instant case, ground 2 of the appellant’s notice of appeal was not argued nor was it tied to any issue for determination. It is therefore, deemed abandoned and accordingly struck out.
Adejumo v.Olawaiye (2014) 12 NWLR (Pt. 1421) 252 referred to.] (P. 201, paras. F-H).
Counsel:
Ogunmuyiwa Balogun, Esq. (with him, Babatunde Ige, Esq.; Amazing Ikpala, Esq. and Omonye Egboja, Esq.) - for the Appellant.
Wale Balogun, SAN (with him, Ajibade Dada, Esq.; Olajide Olaleye Kumuyi, Esq.; Favour Otuneye, Esq. and Joy Okenwa, Esq.) - for the Respondent.
Researched and edited by:
GODSPOWER EROGA, ESQ.
20-4-2026.
