IN THE NATIONAL INDUSTRIAL COURT OF NIGERIA 

IN THE JOS JUDICIAL DIVISION

HOLDEN AT JOS

BEFORE HIS LORDSHIP HON. JUSTICE I.S. GALADIMA

DATE: Thursday 23 April 2026                   

 SUIT NO: NICN/JOS/27/2025

BETWEEN:

 

DASTU PLEMS TENMANG                                                                   CLAIMANT

AND

UNIJOS CONSULTANCY LIMITED                                                         DEFENDANT    

 

REPRESENTATION:

  • BITRUS DUNG, Esq; M. N. Wuyep; U.E. Tom for the claimant.
  • DR. AYODELE A. ADEWOLE, Esq; Mrs. O.N. Adewole; Andrew Guya FOR THE DEFENDANT.

 

JUDGMENT

  1. This is an action brought before this Court by the Claimant, Dastu Plems Tenmang, against the Defendant, UNIJOS Consultancy Limited, arising from the termination of his employment. The Claimant was employed by the Defendant on 14 April 2011 as Administrative Officer II under Exhibit C1. His appointment was subsequently confirmed by Exhibit C2 dated 10 February 2020, with effect from 15 July 2013, and his annual salary at Grade Level 7 was stated as ?629,023.30.

 

  1. The Claimant’s employment was brought to an end by a termination letter dated 15 February 2025 and received by him on 12 February 2025, wherein he was informed that his services were no longer required. The Claimant contends that the termination was wrongful, invalid, and contrary to the terms and conditions of his employment. He initially raised an issue regarding contributory pension, but that issue was later treated as resolved and no longer contested.

 

  1. By his complaint and supporting statement of facts, the Claimant seeks, among other reliefs, declarations that the termination of his employment was wrongful and ineffective, an order that he remains in the employment of the Defendant and is entitled to his salaries and entitlements, payment of all outstanding salaries and benefits, or alternatively payment of his contributory pension, as well as general damages and costs.

 

  1. The Claimant’s case is that paragraph 3 of Exhibit C1 provided that his appointment was initially for two years, after which, upon confirmation, it would continue until retirement age, and that if not confirmed it could be terminated by three months’ notice or salary in lieu. He argues that once his appointment was confirmed, the Defendant could no longer terminate his employment merely by notice. He also relies on the Defendant’s Conditions of Service, Exhibit C3, particularly the provision requiring termination of staff to be done by management in accordance with the prescribed procedure. He further contends that the termination letter was signed by an Acting Company Secretary who lacked authority and that no fair hearing or proper disciplinary process was afforded to him.

 

  1. The Defendant admits the employment relationship, the confirmation of the Claimant’s appointment, and the eventual termination, but maintains that the termination was lawful. The Defendant’s position is that the contract of employment permitted either party to determine the relationship by three months’ notice or salary in lieu, and that the Claimant was paid salary in lieu of notice. It also contends that the Acting Company Secretary acted under valid authority, that the Claimant’s confirmed status did not prevent termination, and that the employment was not one protected by statute so as to preclude termination on notice. The Defendant further argues that the Claimant did not properly plead or prove any breach of fair hearing.

 

  1. As such, by a general writ of complaint dated the 7th day of April, 2025 but filed on the 8th day of April 2025, the Claimant claims against the Defendant as follows:
    1. A declaration that the termination of the Claimant’s employment as conveyed in the termination letter dated the 12th day of February 2025 is wrongful, ineffective and invalid as same was not effected in accordance with the contract of employment/conditions of service as applicable.
    2. A declaration that the Claimant is still in the employment of the Defendant and is entitled to his salaries, emoluments and all perquisite of the office.
    3. An order directing the Defendant to compute and pay the Claimant all his salaries and entitlement as an employee of the Defendant.

In the alternative

  1. An Order directing the Defendant to immediately compute and pay the Claimant his contributory pension which he is entitled to.
  2. The Sum of N20,000,000.00 (Twenty Million Naira) only, being general damages for wrongful termination.
  3. The sum of N2,000,000.00 (Two Million Naira) only, as cost of Action.

 

  1. The complaint was properly accompanied by the Claimant’s statement of facts, sworn deposition, list of documents to be relied upon, and the front-loaded documents. During trial, the Claimant testified as CW1 and tendered Exhibits C1 to C6. The Defendant called a sole witness, DW1, who tendered seven exhibits, including the queries served on the Claimant, his replies, the Conditions of Service, the termination letter, and the Defendant’s reply to the Claimant’s counsel. Both parties filed and adopted their final written addresses on 23 April 2026, and judgment was delivered immediately after adoption.

 

  1. The principal issues for determination therefore concern the validity of the termination, the authority of the person who signed the termination letter, the effect of the Claimant’s confirmation of appointment, and whether the Claimant is entitled to the reliefs sought.

 

CLAIMANT’S FACTS AND EVIDENCE:

  1. In his pleadings – statement of facts and sworn deposition filed on 8 April 2024, and reply and additional sworn deposition filed on 28 May 2025, the Claimant stated that he was duly employed by the Defendant by a letter dated 14 April 2011 as an Administrative Officer II. He accepted the offer and immediately commenced work with the Defendant. His appointment was later confirmed by the Defendant through Exhibit C2, a letter titled “Confirmation of Appointment” dated 10 February 2020, with effect from 15 July 2013. The Claimant maintains that he served the Defendant diligently and satisfactorily until 12 February 2025, when his appointment was wrongfully terminated by Exhibit C4, which gave no reason for the termination.

 

  1. The Claimant further states that the terms and conditions of his employment are expressly set out in the appointment letter, Exhibit C1, and in the Defendant’s Conditions of Service applicable to Senior Staff, as amended from time to time. Item 3 of the appointment letter states as follows:

“The appointment shall be for a period of 2 years in the first instance after which it will be to the approved retiring age if it is confirmed. If the appointment is not confirmed at the end of the period, it will be terminated by three months’ notice or payment in lieu. You can also terminate your appointment by three months’ notice or payment in lieu”.

 

  1. The Claimant further submits that the above provision is clear, definite, and unambiguous, as it expressly provides that the Claimant’s appointment may be terminated by three months’ notice only where the appointment has not been confirmed. He also argues that the Defendant’s Conditions of Service stipulate that the Claimant’s appointment can only be terminated in accordance with the procedure set out in those Conditions of Service.

 

  1. On 10 January 2025, the Claimant testified as the sole witness, CW1. He adopted both sworn depositions accompanying his originating complaint as well as the reply to the defendant’s statement of defence. All oral accounts and the documentary exhibits tendered by both parties are before the Court and form part of the record. CW1 was cross-examined by the Defendant’s counsel on the same day, after which he closed his case.

 

  1. At the trial, the claimant tendered six (6) exhibits which are:
    1. Exhibit. C1 – Letter of Appointment – dated the 14th day of April 2011.
    2. Exhibit. C2 – Confirmation of Appointment letter – dated the 10th day of February 2020.
    3. Exhibit. C3 – Conditions of service for staff.
    4. Exhibit. C4 – Copy of termination of appointment letter – dated the 12th day of February 2025.
    5. Exhibit. C5 – Copy of the Claimant’s counsel’s letter– dated the 17th day of February 2025.
    6. Exhibit. C6 – Copy of the Defendant’s reply to the Claimant’s counsel’s letter – dated the 18th day of February 2025.

 

DEFENDANT’S FACTS AND EVIDENCE:

  1. Consequent upon receipt of the Claimant’s writ, the Defendant filed and served its statement of defence accompanied by all other processes on May 13, 2025.

 

  1. The Defendant’s case, which largely aligns with the Claimant’s, is that he was employed as an Administrative Officer II on 14 April 2011 and that his appointment was later confirmed by a letter dated 10 February 2020, with effect from 13 July 2013. It is also undisputed that his employment was subsequently terminated by a letter dated 12 February 2025 on the ground that his services were no longer required, and that the Defendant complied with the terms of employment by paying him three months’ salary in lieu of notice. The real dispute is whether that termination was valid, as the Claimant contends that the Acting Company Secretary who signed the termination letter lacked the authority to do so and further argues that he still had about one year and ten months to retire.

 

  1. On 10 July 2025, the Defendant’s sole witness, Barrister Francis Mahanan, gave evidence and tendered seven documents in support of the defence. He was cross-examined by the opposing counsel on the same day, after which the Defendant closed its case.

 

  1. The documents he relied on are as follows:
    1. Exhibit D1 – Claimant’s Letter of Appointment as Officer II dated 14th day of April 2011.
    2. Exhibit D2 – Claimant’s Letter of Confirmation of Appointment as Admin. Officer II dated 10th February 2020.
    3. Exhibit D3 (a), (b), and (c) – Query letters served on the Claimant dated 26th July, 2011, 30th July, 2024 and 9th August, 2024 respectively.
    4. Exhibit D4 – Claimant’s replies to the queries issued to him.
    5. Exhibit D5 – The Defendant’s Conditions of service for Staff.
    6. Exhibit D6 – Letter terminating the Claimant’s appointment dated 12th of February, 2025.
    7. Exhibit D7 – The Defendant’s reply to the Claimant’s Counsel’s letter dated 18th February, 2025.

 

  1. After the close of trial, counsel for both parties were directed by this Court to file their respective final written addresses in accordance with the Rules of Court. Their arguments and submissions are set out below for the purposes of this judgment.

 

 

DEFENDANT’S COUNSEL’S SUBMISSION:

  1. In his final written address and submissions filed on 28 July 2025, the defendant’s counsel isolated three main issues for determination, thus:
    1. Having regard to the pleadings and the evidence on the record of the court, the Defendant submits the following issues for determination in this matter, that is:

 

  1. Whether the Claimant has discharged the burden of proof that is placed on him to entitle him to a declaration of wrongful termination of employment as per relief 1 sought for in the claim.

 

  1. Assuming, without conceding, that the Claimant has proved his entitlement to a declaration of wrongful termination of employment, is the Claimant entitled to reliefs 2 and 3 or the alternative reliefs sought for in the claim?

 

  1. Regarding issue one, counsel submitted that pleadings determine the boundaries of the dispute before the court, relying on authorities such as NIMR v. Akin-Olugbade & Ors (2025) LPELR-80313 (SC) p.23, paras. D–E, per Abiru, JSC; Brittania-U (Nig) Ltd v. Chevron (Nig) Ltd & Ors (2024) LPELR-62993 (SC) p.64, paras. B–C, per Abiru, JSC; Arogunyo & Anor v. Anjorin (2022) LPELR-56889 (CA) p.24, para. C, per Aliyu, JCA; and Eze v. Ene (2017) LPELR-41916 (SC).

 

  1. Applying these principles to the present case, he submitted that the Claimant’s case was limited to the introductory averments in paragraphs 1 to 7 of the Complaint. In paragraph 8, the Claimant merely complained that, during his over 15 years of service with the Defendant, he had not been promoted despite repeated appeals. Since no relief was claimed in respect of that complaint, it is of no legal consequence and must be treated as abandoned.

 

  1. Accordingly, the core of the Claimant’s grievance giving rise to this action is contained in paragraphs 9 to 16 of the Complaint, except paragraphs 14 and 16, which relate to the Claimant’s entitlement to pension and are no longer in issue in this suit. From the pleadings, the Claimant’s complaint is twofold, namely:
    1. That the Acting Company Secretary did not have the power to terminate his employment;
    2. That he had 1 year 10 months left before attaining the age of 60 years, as a result of which his employment cannot be terminated.

 

  1. In dealing with these two main heads of claim, counsel restated the applicable legal principle: the parties’ pleadings define the case brought before the court for determination, and both the parties and the court are bound by those pleadings from the trial court through to the final appellate court.

 

  1. Accordingly, since the Claimant is bound by his pleadings and cannot rely on matters outside them to build his case, he is precluded from introducing factual issues not contemplated in his pleadings. In this instance, the Claimant attempted to raise matters during the cross-examination of DW1 concerning whether the Defendant’s board was duly constituted or not, as well as issues relating to fair hearing. However, nowhere in the pleadings was the existence or absence of a board, or the issue of fair hearing or its denial, placed in contention. Likewise, no relief was claimed in respect of those matters.

 

  1. Learned counsel argued that all the questions the Claimant put to DW1 — including whether the Defendant has a board of directors and whether the Claimant was afforded fair hearing before the termination of his employment — are irrelevant and therefore go to no issue. Counsel relied on West Construction Co. Ltd. v. Batalha (2006) LPELR-3478 (SC) at page 21, paragraphs C–D, where Akintan, JSC, stated that any evidence led on an unpleaded fact, whether elicited directly from a witness or during cross-examination, is inadmissible. Counsel also cited Onamade v. A.C.B. Ltd. (1997) 1 NWLR (Pt. 480) 123 and other authorities.

 

  1. On the issue of whether the Acting Company Secretary had the power or authority to sign the letter terminating the Claimant’s employment, learned counsel submitted that it is not in dispute that the person who signed the termination letter was the Defendant’s Acting Company Secretary. Under cross-examination, the Claimant confirmed that his complaint is based on the fact that the letter was signed by the Defendant’s Acting Company Secretary, whom he claims lacked the requisite authority to do so.

 

  1. Accordingly, the Defendant denied this allegation and pleaded that the Acting Company Secretary acted under the authority of, and on behalf of, the company’s management. See paragraphs 12 and 13 of the Defendant’s Statement of Defence. The Claimant filed no Reply, and no evidence was adduced to challenge the evidence on this point given by DW1. By operation of law, this fact is therefore deemed admitted by the Claimant.

 

  1. Beyond the Claimant’s deemed admission, DW1 also confirmed that in issuing the letter terminating the Claimant’s employment, he acted on behalf of the Defendant’s management. This establishes that it was the Defendant’s management, which had the authority to terminate the Claimant’s employment, that in fact effected the termination through the letter signed by the Acting Company Secretary and copied to the Defendant’s Acting General Manager. Accordingly, the Claimant’s employment was validly terminated. Counsel urges this Court to so hold.

 

  1. In addition to DW1’s evidence that he acted on the authority of the Defendant’s management, the Claimant’s argument on this issue is inconsistent with the law. Section 11(2) of the Interpretation Act states that a person holding an office or position in an acting capacity is entitled to exercise all the powers and authority of a person substantively appointed to that office. Counsel also referred to the Supreme Court decision in Jegede & Anor v. INEC & Ors (2021) LPELR-55481 (SC), pages 19–20, paragraphs D–C, where Agim, JSC, stated as follows:

“…It is settled law that the holder of an office includes the holder of that office in an acting capacity. This is so by virtue of s. 11(2) of the Interpretation Act Cap. 23 Vol. 8 LFN 2004 which provides that “a reference in an enactment to the holder of an office shall be construed as including a reference to a person for the time being appointed to act in his place either as respects the functions of the office generally or the functions in regard to which he is appointed, as the case may be””. 

 

  1. Accordingly, considering the totality of the evidence and the clear wording of section 11(2) of the Interpretation Act, the Claimant’s argument on this issue is without factual or legal foundation and ought to be dismissed. Counsel respectfully urges the Court to so hold.

 

  1. On the argument that the Claimant had one year and ten months left before retirement, counsel submitted that, in an action for wrongful termination of employment, the courts have clearly stated what a claimant must establish to discharge the burden of proof on him. See Oforishe v. N.G.C. Ltd [2018] 2 N.W.L.R. (Pt. 1602) 35 at 61, paras. D–E, per Galinje, JSC, where the Supreme Court restated what an employee alleging wrongful termination of employment is required to prove, namely that:

“Where an employee complains that his employment was wrongfully terminated, he has the onus to prove the wrong by – 

  1. Placing before the court, the terms and conditions of the contract of employment; and
  2. Proving in what manner the said terms were breached by the employer.

The terms of the contract of service are the bedrock of any case where the issue of wrongful termination of employment call for determination…”

 

  1. Learned counsel submits that the Claimant was required to place before the Court the terms of his employment and demonstrate the manner in which the Defendant breached those terms in terminating his appointment. He argues that although the Claimant tendered his appointment letter, Exhibit C1, and the Defendant’s Staff Conditions of Service, Exhibit C3, he failed to show the Court any provision in those documents stating that his employment could not be terminated with 1 year and 10 months remaining before he attains the mandatory retirement age of 60 years.

 

  1. Accordingly, the only effort made to establish that fact was during the cross-examination of DW1, when the Claimant referred to paragraph 3 of Exhibit C1, which provides that:

“3.       The appointment shall be for a period of 3 years in the first instance after which it will be to the approved retiring age if it is confirmed. If the appointment is not confirmed at the end of the period, it will be terminated by three months’ notice in lieu. You can also terminate your appointment by three months’ notice or payment in lieu.”

 

  1. Accordingly, the Claimant relies on this clause to argue that, once his employment was confirmed, it could no longer be terminated. A proper reading of Paragraph 3 of the Claimant’s letter of employment shows that it contains two parts: one part addresses the period within which his employment is to be confirmed, while the other preserves the right of either party to terminate the employment on three months’ notice or by payment of three months’ salary in lieu of notice.

 

  1. However, the Claimant seems to have overlooked the principle that a document must be interpreted as a whole and not in isolated parts, as stated in SPDC (Nig) v. Ekwems & Ors (2022) LPELR-61081 (SC) at page 47, paragraphs B–F, per Peter-Odili, JSC, where the Supreme Court held that:

“…Evidently, the stance of the appellant’s counsel that the Court below did not evaluate the evidence proffered by the Appellant is not correct in the light of the record and the quotation above. It can be seen that the position of the Appellant stems from its isolating the word ‘donate’ used in the document by the Respondents and Appellant excluding the whole context in which the word ‘donate’ was placed. The Court in construing the use of the term in a document including a contract or agreement examines the entire document and construes it within the context of its use which includes the origin of the transaction. This is so as the origins of transactions are in most cases important as they tell their history and history supplements the present and future. See Odutola v Papersack (Nig) Ltd (2007) ALL FWLR (Pt. 350) 1214 at 1231 per Tobi, JSC.”

 

See also: NITEL Trustees Ltd & Anor v Syndicated Investment Holdings Ltd (2022) LPELR-58842 (SC) pp 27 – 28, paras. E – C, per Jauro, JSC; Cornet & Cubbit Ltd & Anor v FHA & Ors (2022) LPELR-57507 (CA) pp 40 – 42, paras. F – C, per Georgewill, JCA and Ali & Anor v Lakeside Mews Ltd (2021) LPELR-56134 (CA) p.45, paras. B – E, per Umar, JCA.

 

  1. Counsel submits that if the Claimant had properly considered this well-established legal position, he would have interpreted paragraph 3 of his appointment letter in conjunction with paragraph 7 of the same letter, which provides that:

“The appointment may be terminated by either party anytime by three months’ notice in writing or by payment of three months’ salary in lieu of notice.”

 

  1. Counsel submits that a proper reading of paragraph 3 as a whole, together with paragraph 7 of the Claimant’s letter of appointment, shows that once his appointment was confirmed, he was entitled to remain in the Defendant’s employment until he reached the age of 60 years. Nevertheless, if either party wished to end the employment at any time, three months’ notice was required, or payment of three months’ salary in lieu of notice.

 

  1. Similarly, paragraph 10.02 of Exhibit C3 also permits the termination of the Claimant’s employment. On the evidence before the Court, the Claimant’s contention that his employment could not be terminated because he still had one year and ten months to reach the age of 60 is therefore untenable. The law does not support the Claimant’s position either. Rather, the decision in Oforishe v. N.G.C. Ltd. (supra) 61, paragraphs E–F, where the Court held that:

“The terms of contract of service are bedrock of any case where the issue of wrongful termination of employment calls for determination. Even at this, as I have stated elsewhere, the remedy available for breach lies in damages only. This is so because a private limited liability company or any employer of labour like the respondent in this case does not have any obligation to retain the services of any unwanted employee and may terminate the appointment of the employee without any reason…”

 

  1. In view of the evidence and the applicable law, counsel submits that the Claimant has failed to establish that his employment is not terminable by the Defendant. Since his employment does not have statutory flavour, the Defendant acted within the terms of the contract in terminating it.

 

  1. Learned counsel further submits that the Claimant is plainly arguing that, under the terms of his employment, once his appointment was confirmed, the Defendant could no longer terminate it—no matter how carelessly he behaved at work, how disruptive he was in the workplace, or, more specifically as in this case, how unnecessary his services had become to the Defendant. Counsel contends that this position is baseless and urges the Court not to be misled by such an unfounded argument.

 

  1. On the same issue, during DW1’s cross-examination at trial, the Claimant seemed to imply that the queries previously issued to him by the Defendant were the reasons for the termination of his appointment. Yet the Claimant appears to have overlooked his own pleading in paragraph 8 of his Complaint, where he stated as follows: “The Claimant had worked for over 15 years with the Defendant and had never been queried or faced any disciplinary procedures.”

 

  1. Counsel submits that two points arise here. First, a claimant cannot, during trial, present a case that is inconsistent with the case already set out in his Complaint. He cannot, on one hand, plead that he was never issued any query or subjected to disciplinary proceedings, and then, on the other hand, argue that queries or disciplinary action were what led to the termination of his employment. If that is his position, then his case is fundamentally inconsistent.

 

  1. The consequence is that any evidence obtained during the cross-examination of DW1, if it differs from the Claimant’s pleadings, is of no relevance, raises no issue for determination, and should not be considered by the Court. See Luke v RSHPDA & Ors (2022) LPELR-57580 (SC) p. 36, paras. B–D, per Peter-Odili, JSC; Sogunro & Ors v Yeku & Ors (2017) LPELR-41905 (SC) pp. 23–24, paras. E–D, per Nweze, JSC, among others.

 

  1. Learned counsel submitted, by way of a brief digression, that with respect to the queries allegedly issued to the Claimant, his pleadings were to the effect that he was never served with any query. He also testified to this in paragraph 9 of his witness statement on oath. However, the Defendant’s evidence in paragraphs 12 and 13 of DW1’s witness statement on oath, together with Exhibits A, B, and C, showed that the Claimant was not being truthful. Under cross-examination, the Claimant further stated that the basis of his assertion that he was never queried was that the queries were issued by DW1, who is the Acting Company Secretary.

 

  1. Counsel further submits that section 11(2) of the Interpretation Act, together with its judicial interpretation in Jegede & Anor v. INEC & Ors (supra), completely undermines this contention. More importantly, Exhibit A shows that the first query was in fact issued by the Defendant’s substantive Company Secretary. In either event, the Claimant has been shown to be untruthful, which makes his evidence unreliable and undeserving of belief, or at the very least, devoid of any probative value.

 

  1. Returning to the main issue, the second point is that the oral testimony obtained from the Defendant’s representative—that the queries issued to the Claimant were the reason for terminating his employment—carries no weight. Oral evidence cannot be used to contradict documentary evidence. See Aina & Anor v. Dada & Anor (2024) LPELR-62505 (SC) pp. 48–49, paras. E–B.

 

  1. Counsel argues that the termination of the Claimant’s employment on the ground that his services were no longer required is a matter evidenced in writing, as shown in Exhibit C4. The law, he submits, is that oral testimony cannot be used to vary or contradict such documentary evidence. Only a later letter bearing a different date and expressing a contrary position could challenge the contents of Exhibit C4. Accordingly, any evidence given during cross-examination suggesting that the Claimant’s queries were the reason for his termination is irrelevant and should be disregarded.

 

  1. Counsel submitted that, after all is said and done, the Claimant’s case from the outset was not that his employment was terminated on grounds of misconduct under paragraph 5.2 of Exhibit C3. He argued that it was in relation to this point that the Claimant attempted to raise issues of fair hearing, although such issues were neither pleaded nor accompanied by any relief sought. He therefore urged the Court to discount any effort to obscure the real issues as framed by the pleadings and to concentrate instead on the substance of the claim.

 

  1. In summary of this issue and considering the totality of the evidence and the applicable law, counsel submits that the Claimant has not discharged the burden of proof required to entitle him to the reliefs sought in this suit. Accordingly, the only proper course for the Honourable Court is to resolve Issue 1 against the Claimant and in favour of the Defendant. In the result, reliefs 1 and 2 in the Complaint must fail.

 

  1. If relief 1 fails, the remaining reliefs in the Complaint must also fail, since relief 1 is the basis on which the others depend. Once that foundation collapses, there is nothing to support the other claims, making it unnecessary to consider their merits. However, if this Court were to decide Issue 1 in the Claimant’s favour, it would then go on to consider Issue 2.

 

  1. On learned counsel’s arguments on Issue Two, he submitted that even if, without admitting, this Honourable Court were to hold that the Claimant’s employment was wrongfully terminated, the issue would then be whether he is entitled to the other reliefs sought. The answer, according to him, is no. This is because the settled position of the law is that where there is a breach, a claimant is entitled only to damages.

 

  1. Counsel refers to the decision of the Supreme Court in Oforishe v N.G.C. Ltd. (supra) 61, paras. B – C where Galinje, JSC restated the position of the law on the point thus: “In case of a breach of the terms of the employment, the employee’s remedy lies in damages calculated on the basis of what he would have earned for the period of notice agreed for ending the employment. See Commissioner of Works, Benue State v. Devcon Ltd (1988) 3 NWLR (Pt. 83) 407 inter alia”.

 

  1. In the present case, the Claimant has sought reliefs to which he is not entitled. Relief 2 asks for a declaration that he remains in the Defendant’s employment and is entitled to his salaries, emoluments, and all other benefits of office. This relief cannot be granted. The settled position of the law is that a court will not force or impose an employee, no matter how willing, on an unwilling employer, even where the employment was wrongfully terminated. See: Dangote Cement Plc. v Ager & Anor (2024) LPELR-61800 (SC) pp 33 – 34, paras. F – C, per Garba, JSC; Okoh v FedPoly Bauchi & Anor (2024) LPELR-62580 (SC) p.21, paras. E – F, per Okoro, JSC and Ziideeh v Rivers State Civil Service Commission (2007) LPELR-3544 (SC) P.27, paras. E – F, per Ogbuagu, JSC.

 

  1. Similarly, Relief 3 seeks an order compelling the Defendant to calculate and pay the Claimant all salaries and entitlements due to him as the Defendant’s employee. This relief is likewise unavailable, as it depends on the success of Relief 2, which cannot be granted in light of the settled position of the law on the issue.

 

  1. With regard to the alternative reliefs, relief 1 seeks an order compelling the Defendant to promptly calculate and pay the Claimant his contributory pension entitlement. The Court has already addressed this issue, especially after the Defendant filed its statement of defence indicating that the Claimant’s pension would be remitted through his pension fund administrator.

 

  1. As regards alternative relief 2, the authorities cited above establish that where wrongful termination is proved, damages are limited to the amount the Claimant would have earned during the agreed notice period for terminating the employment. In this case, that period is three months’ salary in lieu of notice. Counsel relies on Exhibit C1 in evidence, being the Claimant’s letter of appointment.

 

  1. Accordingly, the evidence before the Court shows that this amount has already been paid to the Claimant, as reflected in the unchallenged and uncontradicted testimony of CW1 in paragraph 16 of his second witness statement on oath. Granting alternative relief 2 would amount to awarding the Claimant double compensation, which is not allowed under Nigerian law. See Mabamije v. Otto (2016) LPELR-26058 (SC) at page 21, paragraphs B–C, per Rhodes-Vivour, JSC, inter alia.

 

  1. Finally, as regards alternative relief 3, there is no evidence to substantiate the claim for the sum of N2,000,000.00 as costs of the action. A claim cannot be granted merely because it is sought; it must be supported by evidence. Since there is no iota of evidence to lend credibility to this claim, counsel respectfully urges this Court to refuse it.

 

CLAIMANT’S COUNSEL’S SUBMISSION:

  1. The Claimant’s counsel framed a single issue for determination: whether, having regard to the facts and circumstances of this case, the Claimant is entitled to any or all of the reliefs sought.

 

  1. In advancing the same argument, learned counsel for the Claimant observed that there is no dispute that the Claimant was employed by the Defendant, as reflected in Exhibit C1. The Claimant had been in the Defendant’s employment from 2011 until 2025, when his appointment was allegedly wrongfully terminated. Having established the employment relationship between the parties, it is also necessary to show how the Defendant’s termination of the Claimant’s appointment was wrongful.

 

  1. He argued that, as a settled principle of law, a termination can only be wrongful if it breaches the terms of the employment contract or any applicable statutory provision. See U.B.N. Ltd v. Ugboh (1995) 2 NWLR (Pt. 380) 647.

 

  1. Counsel submitted that, in support of his claim, the Claimant tendered six exhibits, marked C1 to C6. Exhibit C1 is the appointment letter issued to the Claimant by the Defendant, and item 3 of Exhibit C1 provides as follows:

“The appointment shall be for a period of 2 years in the first instance after which it will be to the approved retiring age if it is confirmed. If the appointment is not confirmed at the end of the period, it will be terminated by three months’ notice or payment in lieu. You can also terminate your appointment by three months’ notice or payment in lieu” .

 

  1. Accordingly, Exhibit C2 is the Defendant’s letter confirming the Claimant’s appointment, showing that his employment had been confirmed. Exhibit C3 is the Defendant’s Conditions of Service, and Article 10.3, titled “Termination,” provides as follows:

“The termination of the appointment of all staff except the General Manager and the Management staff shall be by the management in accordance with the procedure prescribed in the Condition of Service”.

 

  1. Learned counsel submits that Exhibit C1 clearly provides that once the Claimant’s appointment is confirmed, it is to subsist until the retiring age, and that the appointment was indeed confirmed by Exhibit C2, which is before the Court. Counsel further argues that Exhibit C3, being the Defendant’s Condition of Service, stipulates in paragraph 4.3 that the termination of a staff member must follow the prescribed procedure set out in the Condition of Service. He also points out that, under Exhibit C3, only management is empowered to terminate the Claimant’s appointment.

 

  1. In agreement with the Defendant’s counsel, the Claimant’s counsel observed that in Oforishe v. N.G.C. Ltd (2018) 2 N.W.L.R. (Pt. 1602) 35 at 61, paras. D–E, per Galinje, JSC, the Supreme Court reaffirmed that an employee who alleges wrongful termination must establish the following:

“where an employee complains that his employment was wrongfully terminated, he must prove the wrong by: 

  1. Placing before the court, the terms and condition of the contract of employment; and 
  2. Proving in what manner the said terms were breached by the employer.

The terms of the contract of service are bedrock of any case where breached by the employer”.

 

  1. Counsel therefore argues that the termination letter, Exhibit C4, did not reflect any decision by management, since management never met to resolve to terminate the Claimant’s employment. The letter contains no mention of management, nor does it state any date on which such a decision was made. In light of the wording of the termination letter, can it truly be said that management actually terminated the Claimant’s appointment?

 

  1. He submitted that the answer is in the negative. According to him, DW1’s oral evidence that the secretary acted under the authority of management should be rejected as an afterthought. He noted that the witness failed to state when management met to deliberate on the termination of the Claimant’s employment. Exhibit C3 is binding on the parties. See Katto v. C.B.N (1999) LPELR-1677 (SC) at page 10, paragraphs C–F; (1999) 6 NWLR (Pt. 607) 590, where His Lordship, Samson Odemwingie Uwaifo, JSC, explained that:

“…as the contract of service is the bedrock upon which an aggrieved employee must found his case, he succeeds or fails upon the terms thereof. Therefore, in a written or documented contract of service) the court will not look outside the terms stipulated or agreed therein in deciding the rights and obligation of the parties….In the latter case this court observed at p. 94 that the provisions of a written contract of service bind the parties thereto and that it was outside the province of the learned trial judge to look anywhere for terms of termination of the contract...”

 

  1. As such, the Claimant successfully discharged the burden imposed on him by law, having relied on Exhibits C1, C2, and C3. The Defendant failed to comply with the Claimant’s conditions of service before terminating his employment.

 

  1. Counsel further submits that the Defendant, in paragraphs 4.16 to 4.21 of its Final Written Address, alleged that the Claimant interpreted paragraph 3 of Exhibit C1 in isolation, without considering paragraph 7, and that the Defendant was therefore entitled to terminate the Claimant’s appointment at any time, since the employment was not statutorily flavoured but governed by the Conditions of Service. He further maintains that the wording of paragraph 3 of Exhibit C1 is clear and unambiguous when it states:

“The appointment shall be for a period of 2 years in the first instance after which it will be to the approved retiring age if it is confirmed. If the appointment is not confirmed at the end of the period, it will be terminated by three months’ notice or payment in lieu. You can also terminate your appointment by three months’ notice or payment in lieu” .

 

  1. Counsel submits that the paragraph quoted above expressly provides that “after which it will be to the approved retiring age if it is confirmed. If the appointment is not confirmed at the end of the period, it will be terminated by three months’ notice or payment in lieu.” By implication, paragraph 7 of Exhibit C1 applies only where the Claimant’s appointment is not confirmed. Since the appointment was eventually confirmed by Exhibit C2, even if paragraph 7 were intended to allow the Claimant’s appointment to be terminated at any time, as the Defendant alleges, what then is the effect of Article 10.3 of Exhibit C3, which states as follows:

“The termination of the appointment of all staff except the General Manager and the Management staff shall be by the management in accordance with the procedure prescribed in the Condition of Service”.

 

  1. Counsel submitted that this Court ought to hold that paragraph 7 of the appointment letter, Exhibit C1, became inoperative as soon as the Claimant’s appointment was confirmed by Exhibit C2. Counsel relied on several authorities, including Oforishe v. N.G.C. Ltd (2018) 2 N.W.L.R. (Pt. 1602) 35 at 61, paras. D–E; Ovivie v. Delta Steel Co. Ltd (2023) NWLR (Pt. 1904) 229, paras. A–B; and Katto v. C.B.N. (1999) LPELR-1677.

 

  1. Counsel submits that the authority of Jegede & Anor v. INEC (supra), relied on by the Defendant, is not applicable to the facts of this case. He argued that that decision concerns the submission of candidates’ lists for a general election under the Electoral Act, including who is authorized to sign such lists for a political party. By contrast, this case concerns the termination of the Claimant’s employment by the Defendant’s proper organ, a procedure which, according to counsel, was not followed.

 

  1. Therefore, having discharged the burden of proof placed on the Claimant, the Defendant was required to show that the termination complied with the applicable procedure, but it woefully failed to do so.

 

  1. Counsel submits, in response to the Defendant’s argument on pleadings in paragraphs 4.04 to 4.07 of the final written address, that the Claimant never specifically pleaded denial of fair hearing and therefore cannot rely on it. He further argues that it is a settled principle of law that every rule has an exception. In Nwuka v. Nwaeche (1993) 5 NWLR (Pt. 293) at 309, paragraph E, Ndoma-Egba JCA aptly observed as follows:

“Pleadings are a brief statement of facts relied upon by the Plaintiff or the Defendant for their case. Evidence in support of these cannot be pleaded. Neither could matters anticipated on cross examination in practice, be part of the pleadings. Answers to questions are not usually known beforehand. They could not be part of the pleading”.

 

  1. Accordingly, learned counsel submits that the Claimant’s complaint before the court is one of wrongful termination, and that the burden of proof has been satisfied.

 

  1. With respect to the alternative reliefs, counsel argues that where the court finds reinstatement impracticable, it may instead award damages for the Defendant’s breach. In that event, the appropriate measure of damages would be the amount the Claimant would have earned had the contract not been terminated. Counsel relied on NITEL v. Oshodin (1999) 8 NWLR (Pt. 616) 528 at 542, where the court held as follows:

Under the common law rules, a declaration to the effect that a purported termination of a contract of service still subsists will rarely be made. As a general rule, reinstatement or specific performance is not ordinarily the remedy for breach of a contract of service. In such cases, the defendant is only liable in damages for wrongful dismissal, and the measure of damages is prima facie the amount the plaintiff would have earned had the employment continued according to the contract.

 

  1. In the present case, since the Claimant has established that his termination was wrongful, he is entitled in law to damages, namely, the one year and ten months’ salary as well as other contractual entitlements.

 

  1. In conclusion, learned counsel urges this Honourable Court to hold that the Claimant’s appointment was wrongfully terminated and to grant the reliefs sought, as he is entitled to them.

 

DEFENDANT’S REPLY ON POINTS OF LAW:

  1. In reply to the Claimant’s Final Written Address, which was filed out of time on 22 October 2025, Defendant’s counsel observed that the Claimant had raised some new issues requiring a response. This address therefore contains rebuttal arguments to the points advanced by the Claimant in his Final Address.

 

  1. In reply to the contention that Exhibit C4 did not communicate the decision of the Defendant’s management, learned counsel submits that, at paragraph 4.6 of the Claimant’s Final Address, it was argued that the termination letter (Exhibit C4) did not reflect any decision of the Defendant’s management. The Claimant maintained that this was so because the letter did not mention management and did not state the date on which any such decision was made. It was further contended that the evidence of DW1, to the effect that he acted on the authority of management, should be disregarded. This submission, however, ignores well-settled principles of law.

 

  1. He submits that, under section 335 of the Companies and Allied Matters Act, 2020 (CAMA), the Company Secretary is a principal officer of a company and, therefore, DW1 is, by law, part of the Defendant’s management. He also referred to the Supreme Court decision in Katto v. CBN (1999) LPELR-1677 (SC) but argued that the case never held that a valid termination letter must state the date on which management met to consider the claimant’s termination. Counsel therefore urged the Court to disregard that submission as being without legal merit.

 

  1. Counsel further submits that there is no reason for the Court to disregard DW1’s testimony that he acted under management’s authority. This is so because the Defendant, as a company, can only act through its officers or agents. In this connection, section 87(1) of CAMA provides that:

87.       …(1)     A company shall act through its members in general meeting or its board of directors or through officers or agents appointed by, or under authority derived from, the members in general meeting or the board of directors.

See Alhaji Modu Director & Sons Ltd v Apuwa (2024) LPELR-62145 (CA) pp 18 – 19, para. F, per Danjuma, JCA.

 

  1. Counsel submits that, in the present case, DW1 did not issue the termination letter in a personal capacity. Rather, the letter was drafted on the Defendant’s letterhead and copied to the Defendant’s General Manager. On that basis, only the Defendant is in a position to challenge DW1’s authority to act for it. The Claimant cannot properly dispute DW1’s authority to issue Exhibit C4. Accordingly, the Claimant’s submissions on this issue should fail, and the claim ought to be dismissed.

 

  1. In response to the argument that paragraph 7 of Exhibit C1 ceased to have effect upon the issuance of Exhibit C2, counsel submits that, according to the Claimant at paragraphs 4.9 and 4.10 of his final address, paragraph 7 of Exhibit C1, being the Claimant’s letter of appointment, no longer applied once his appointment was confirmed by Exhibit C2. The Claimant contends that, following his confirmation, the Defendant had no right to terminate his employment. Counsel argues that this position is a complete misstatement of the law.

 

  1. Therefore, the law still recognizes that the letter of appointment, Exhibit C1, and the Conditions of Service contained in Exhibit C3 governed the employment contract that has now been terminated between the Claimant and the Defendant. Exhibit C2 was clearly issued pursuant to Exhibit C1 and, as such, cannot alter any term in Exhibit C1 unless it expressly says so.

 

  1. Also, the legal principle that an agreement must be interpreted as a whole in order to determine the parties’ intention remains unchanged. Accordingly, the provisions of Exhibit C1 must be read together as a complete document to determine the agreement reached by the parties. When these principles are applied to this case, this Court would be led to the inescapable conclusion that, upon confirmation of the Claimant’s employment, the Defendant retained the right to terminate the employment either by giving three months’ notice or by paying salary in lieu of notice. Since this was complied with in the present case, learned counsel urges the Court to so hold.

 

  1. In conclusion on this issue, counsel submits that the Claimant’s contention that the decision in Jegede & Anor v. INEC (2021) LPELR-55481 (SC) is irrelevant to this case because it concerned the submission of candidates’ lists is misconceived. According to counsel, what matters most in relying on a judicial precedent is the principle on which the case was decided. In that decision, the Supreme Court specifically interpreted and pronounced on the application of section 11(2) of the Interpretation Act.

 

  1. Accordingly, the provisions of section 11(2) of the Interpretation Act are relevant to the issue for determination in this case. It is therefore incorrect, as argued by the Claimant, to contend that the decision is inapplicable to the present case. Counsel further urges this Court to resolve the question of whether DW1, acting in an acting capacity, was competent to issue Exhibit C1 in favour of the Defendant.

 

  1. In response to the argument that fair hearing was not pleaded, counsel submits that the Claimant stated in paragraph 4.12 of his Final Address that it was impossible to foresee questions that might arise during cross-examination at the stage of preparing his pleadings. In support of this position, the Claimant relied on the Court of Appeal decision in Nwuka v. Nwaeche [1993] 5 N.W.L.R. (Pt. 293) at 309. However, the Claimant appears to have misunderstood the Defendant’s case and, as a result, cited Nwuka v. Nwaeche (supra) out of context.

 

  1. Counsel submits that there is a distinction between pleading the material facts supporting a claimant’s case and the evidence adduced in proof of those facts. On that basis, he argues that the Claimant did not plead, in his Complaint commencing this action, any issue of denial of fair hearing. He is not contending that the Claimant was required to plead evidence, whether evidence-in-chief or evidence obtained under cross-examination.

 

  1. Accordingly, the Claimant’s counsel misunderstood the issue and cited the above-cited decision out of context. He urged the court to ignore the case the Claimant attempted to introduce at the hearing concerning whether the Defendant had a Board of Directors or whether the Claimant was afforded fair hearing before the termination of his employment. Learned counsel for the Defendant further urged the court to dismiss the suit as frivolous.

COURT’S DECISION:

  1. I carefully considered the pleadings, the oral evidence led by both sides, the documents tendered and admitted in evidence, and the final written addresses of learned counsel. I have also taken due account of the applicable principles of law and the decided authorities placed before the Court, as well as those which are well settled and judicially noticed in labour and employment jurisprudence.

 

  1. The facts are largely not in serious dispute. The Claimant was employed by the Defendant on 14 April 2011 as an Administrative Officer II. By Exhibit C2, his appointment was confirmed with effect from 15 July 2013. His appointment was later brought to an end by the Defendant’s letter dated 15 February 2025, received by the Claimant around 12 February 2025, stating simply that his services were no longer required. The Claimant’s complaint is that the termination was wrongful, procedurally defective, and issued by an officer who lacked authority. The Defendant’s response is that the Claimant’s employment was a simple master-servant relationship, terminable by notice or payment in lieu, and that three months’ salary in lieu of notice was paid.

 

  1. Upon the totality of the evidence and arguments, I am of the respectful view that the issues for determination are the following: 
    1. whether the Claimant has established that the termination of his appointment was wrongful or unlawful in the circumstances of this case; 
    2. whether the person who signed the termination letter lacked the authority to do so, thereby rendering the termination a nullity; 
    3. whether the Defendant breached its Conditions of Service or denied the Claimant fair hearing in a manner that vitiates the termination; 
    4. and if the termination is found wrongful, the nature of the reliefs, if any, to which the Claimant is entitled.

 

  1. The first issue is whether the Claimant proved that the termination of his appointment was wrongful or unlawful. It is trite law that in a claim for wrongful termination of employment, the burden lies squarely on the employee to plead and prove the terms of his contract of employment and the manner in which those terms were breached. See Kato v. CBN (1999) 6 NWLR (Pt. 607) 390; Oforishe v. Nigerian Gas Co. Ltd (2017) 10 NWLR (Pt. 1574) 1. In the same vein, the Court in Sakamori Construction (Nig.) Ltd v. Lagos State Water Corporation (2015) 5 NWLR (Pt. 1452) 382 reiterated that where the employment is one governed by ordinary contract, the employer is entitled to terminate in accordance with the contract, and the Court will not impose a condition not found in the contract itself.

 

  1. Exhibit C1, the letter of appointment, is the primary document regulating the employment relationship. The law is well settled that a contract of employment must be construed by the Court from the letters and other written terms governing it; courts do not rewrite contracts for parties. See Shell Petroleum Dev. Co. Ltd v. Ifeta (2001) 11 NWLR (Pt. 723) 185. The Claimant placed reliance on paragraph 3 of Exhibit C1 and argued that because his appointment was later confirmed by Exhibit C2, the provision for three months’ notice or salary in lieu could no longer apply. I am unable to accept that argument.

 

  1. A confirmed employment does not, without more, convert an ordinary employment into one that can only be determined upon attainment of retirement age. Confirmation ordinarily removes probationary status; it does not abolish the employer’s right to terminate in accordance with the contract unless the contract expressly says otherwise – see IHEZUKWU  V. UNIVERSITY OF JOS & ORS. (1990) JELR 43009 (SC).

 

  1. The governing document in any written employment contract is the contract or statutory instrument, and not sentiments about length of service or perceived expectation of continued employment. The Claimant’s submission that because he had about one year and ten months left to retirement he could not be terminated is not supported by the documentary terms before the Court. An employee’s proximity to retirement does not, by itself, prevent lawful termination where the contract provides for termination by notice or payment in lieu.

 

  1. The Claimant’s own Exhibit C1, as canvassed by both parties, contains a termination clause (Clause 7) allowing either side to determine the relationship by the stipulated notice or salary in lieu. The Defendant asserts, and the Claimant did not effectively disprove, that three months’ salary in lieu was paid. Once an employment contract permits termination by notice or salary in lieu, the employer is generally within its contractual rights to end the employment for no reason, provided the notice requirement is observed. The law is clear that in a purely master-servant relationship, an employer may terminate without giving reasons. See laid down authorities such as Arinze v. First Bank of Nigeria Ltd (2004) 12 NWLR (Pt. 888) 663; Ifeta v. S.P.D.C. Ltd (supra). The Supreme Court made it plain that where a contract permits termination by notice or payment in lieu, the employer may dispense with the employee in accordance with that term.

 

  1. Regarding the argument that paragraph 3 of Exhibit C1 states that “the appointment shall be for a period of 2 years in the first instance and after which it will be to the approved retiring age if it is confirmed,” the Supreme Court has, as will be shown shortly, construed that clause in a broad, holistic manner, taking into account the entire employment documents before it and the settled legal position.

 

  1. In the meantime, the Claimant’s position is that this clause, read together with the confirmation letter, means that once his appointment was confirmed, his employment ceased to be one terminable at will or on notice and became one which subsisted until the approved retiring age. Learned counsel for the Claimant urged the Court to hold that the words “it will be to the approved retiring age if it is confirmed” conferred on the Claimant a right to remain in service until retirement, and that the Defendant could not thereafter determine the employment merely by issuing a termination letter. It was further argued that Exhibit C3, the Defendant’s Conditions of Service, required management procedure to be followed before any cessation of the relationship, and that the termination letter signed by an Acting Company Secretary was, in any event, invalid for want of authority.

 

  1. The Defendant, on the other hand, maintained that the contract of employment was governed primarily by Exhibit C1 and the other employment documents, and that paragraph 3 of Exhibit C1 did not abolish the Defendant’s contractual right to terminate the employment upon the stipulated notice or payment in lieu. The Defendant argued that the clause relied upon by the Claimant only fixed the initial duration before confirmation and the age of retirement upon continued service; it did not amount to a covenant that the employment could never be brought to an end before retirement. The Defendant relied on the express termination provisions in the contract and contended that having paid three months’ salary in lieu of notice, the termination was valid.

 

  1. Upon proper and careful evaluation, the evidence before the Court supports the Defendant’s construction. Exhibit C1 shows that the Claimant’s appointment was made subject to the terms contained therein. Exhibit C2 confirms the appointment with effect from 15 July 2013, but confirmation, in law, does not create an absolute or permanent tenure unless the contract or statute unmistakably says so. Exhibit C3, which the Claimant relied upon, is not a statute and does not by itself convert the employment into one protected from termination except as the contract allows. The Court is enjoined to read all the employment documents together, and not to isolate paragraph 3 of Exhibit C1 from the rest of the contract.

 

  1. In the case of IHEZUKWU V. UNIVERSITY OF JOS & ORS. (supra), the apex court while distinguishing the issues raised there from the ones in the case of Olaniyan v Unilag held that:

…As the learned trial Judge found, which finding was subsequently affirmed by the Court of Appeal, the respondents are entitled to terminate the appellant's employment anytime during or on the expiration of the two year probationary period, subject to the stipulation in paragraph 6 of Exhibit 1 part of which provides that – 

 

"... The appointment will be for a probationary period of two years in the first instance after which it will be to the retiring age of 60 years if confirmed. If the appointment is not confirmed at the end of the period, it will be terminated by three months notice or payment in lieu."

 

 

  1. The apex court held that the phrase “after which it will be to the retiring age of 60 years if confirmed,” which is similar to the wording in paragraph 3 of Exhibit C1 in this case, does not take away the employer’s right to lawfully terminate the employment relationship.

 

  1. The law is thus settled that in cases of pure master and servant employment, the Court must enforce the contract as written and cannot import terms not contained in it. In UBN Ltd v. Ogboh (1995) 2 NWLR (Pt. 380) 647, the Supreme Court held that the parties are bound by the terms of their contract of service, and where a contract provides for termination by notice or salary in lieu, the employer may validly determine the relationship in that manner. Similarly, in Osisanya v. Afribank Nigeria Plc (2007) 6 NWLR (Pt. 1031) 565, the Supreme Court reaffirmed that the employment relationship is governed by the contract, and where the contract provides for termination by notice, a dismissal or termination made in compliance with that term is lawful, however harsh its effect may be. In Imoloame v. WAEC (1992) 9 NWLR (Pt. 265) 303, the Court of Appeal also emphasized that where the terms of employment permit termination, the Court cannot rewrite the agreement for the parties to disallow it.

 

  1. The authorities also make it clear that a confirmation of appointment does not, by itself, create a lifetime tenure or immune one from contractual termination. The effect of confirmation is ordinarily to remove the probationary label and to regularize the appointment, not to strip the employer of an express contractual right to terminate – see Olaniyan’s case. In Chukwumah v. Shell Petroleum Development Company of Nigeria Ltd (1993) 4 NWLR (Pt. 289) 512, the Court of Appeal held that in a master-servant employment, the employer is entitled to terminate the appointment in accordance with the contract, and the Court will not impose a different tenure simply because the employee has served for a long time or expects continued employment. 

 

  1. In the Court’s considered view, which is grounded in sound legal reasoning, confirmation of an employee’s appointment does not extinguish the employer’s right to terminate the employment — Ihezukwu v. University of Jos & Ors (supra). It merely affects the manner and relative difficulty of termination by making it more restricted; however, it does not remove the employer’s ultimate legal authority to bring the contract of employment to an end — see Mobil Oil (Nig.) Ltd v. S.T. Assan (2003) 6 NWLR (Pt. 816) 246.

 

  1. Accordingly, paragraph 3 of Exhibit C1 cannot be read as an absolute guarantee that the Claimant must remain in service until the approved retiring age irrespective of the other terms of the contract. The proper construction is that the appointment was initially for two years, subject to confirmation, and upon confirmation the Claimant became eligible to continue in service up to the approved retiring age, but always subject to the surviving express contractual right of either party to determine the relationship by notice or salary in lieu where such a clause exists. To interpret the clause otherwise would be to sever it from the rest of the contract and rewrite the agreement for the parties, which the Court cannot do.

 

  1. The Court therefore holds that paragraph 3 of Exhibit C1 did not deprive the Defendant of the right to terminate the Claimant’s employment in accordance with the contract. The clause did not create an indissoluble tenure nor a statutory appointment. It simply regulated the expected duration of service after confirmation but did not extinguish the contractual termination clause. The Claimant’s contention on this issue accordingly fails.

 

  1. The second issue is whether the termination is invalid because it was signed by an Acting Company Secretary who allegedly lacked authority. The Claimant contended that the signatory was only an Acting Company Secretary and that this office could not validly issue the termination letter without express authority. The Defendant relied on section 11(2) of the Interpretation Act, Cap 123, Laws of the Federation of Nigeria 2004, which provides in substance that where a power is conferred on a person to do an act, the power may be exercised by a person acting in the office of that person, unless the contrary intention appears.

 

  1. This statutory provision is applicable where an office-holder temporarily acts in another capacity and performs functions attached to the office. The question, however, is not stated in the abstract, but whether on the facts of this case the Acting Company Secretary acted within the authority of management and in the ordinary course of corporate administration. The evidence before the Court shows that the Defendant led evidence that the Acting Company Secretary acted upon the instruction or authority of management. The Claimant did not produce any document showing that only a substantive Company Secretary could sign such a letter or that the company’s internal rules vested this function exclusively in a particular officer to the exclusion of an acting officer.

 

  1. It is a settled principle of corporate law that a company acts through its agents and officers. See Yalaju-Amaye v. Associated Registered Engineering Contractors Ltd (1990) 4 NWLR (Pt. 145) 422. Unless there is evidence that the officer acted outside the scope of his authority or contrary to the constitution of the company or the contract, the mere fact that he was “acting” does not automatically invalidate the act done. The Supreme Court in Nwosu v. Imo State Environmental Sanitation Authority (1990) 2 NWLR (Pt. 135) 688 also emphasized that acts done by persons with apparent or delegated authority in the course of office are not to be lightly set aside merely because of a dispute over designation.

 

  1. In the present case, the termination letter was issued on the Defendant’s letterhead and communicated the Defendant’s decision. The Claimant has not shown any provision in Exhibit C3, or any other binding internal rule, which makes a termination invalid solely because it was signed by an Acting Company Secretary. I therefore resolve this issue against the Claimant. The officer’s acting status, without more, does not vitiate the termination.

 

  1. The third issue is whether the Defendant breached its Conditions of Service or denied the Claimant fair hearing in a manner that invalidates the termination. On this point, it is important to distinguish between a statutory employment and a mere contract of service. Where employment is not governed by statute, the rules of fair hearing in the administrative or disciplinary sense do not invariably apply to the termination of the contract, unless the contract itself imports such requirements. See Fakuade v. O.A.U.T.H. (1993) 5 NWLR (Pt. 291) 47 and Imoloame v. WAEC (1992) 9 NWLR (Pt. 265) 303. The Claimant’s employment here, from the materials before the Court, is not one clothed with statutory flavour. It is therefore governed by the contract and Conditions of Service.

 

  1. The Claimant sought to argue that Exhibit C3 required management to follow a prescribed procedure and that the Defendant did not comply. I have examined that submission with care. A party who relies on a breach of a contractual procedure must point the Court to the specific term breached and show by credible evidence how the breach occurred. It is not enough to make a general assertion of non-compliance. See Oforishe v. Nigerian Gas Co. Ltd (supra). The Claimant also raised fair hearing. However, it is correct, as the Defendant submitted, that facts not pleaded cannot be introduced through final address. Final addresses are no substitute for pleadings and evidence. See Lewis & Peat (N.R.I.) Ltd v. Akhimien (1976) 7 SC 157; A.G. Leventis (Nig.) Plc v. Chief Christian Akpu (2007) 17 NWLR (Pt. 1063) 416.

 

  1. Beyond that procedural point, even on the substance, a termination simpliciter in a contract of employment does not ordinarily require the same hearing safeguards as a disciplinary dismissal for misconduct, unless the contract or statute so provides. Where an employer terminates under the contract and pays salary in lieu, the law does not insist on prior hearing unless the reason for the termination is misconduct or the contract itself mandates a hearing. See Mobil Oil (Nig.) Ltd v. S.T. Assan (supra); Longe v. First Bank of Nigeria Plc (2010) 6 NWLR (Pt. 1189) 1. The termination letter in the present case did not accuse the Claimant of misconduct; it merely stated that his services were no longer required. That, in law, is a termination simpliciter, not a disciplinary dismissal.

 

  1. The Claimant’s reliance on the queries and the surrounding events cannot, in the absence of a pleaded case of disciplinary dismissal or proved breach of a mandatory procedure, transmute an otherwise contractual termination into an unlawful one. If the employer had proceeded on misconduct and dismissed the Claimant without fair hearing, the position would be different. But that is not the case made out by the termination letter itself.

 

  1. The fourth issue concerns the reliefs. The Claimant seeks, among other things, a declaration that he remains in employment, salary and benefits up to retirement, computation of entitlements, alternative pension payment, general damages of ?20 million and costs of ?2 million. These reliefs are not available on the facts as established.

 

  1. First, a claim for declaration must succeed on the strength of the claimant’s case, not on the weakness of the defence. See GUNDIRI & ANOR v. NYAKO & ORS (2012) LPELR-79569(SC) (Pp. 84-85 paras. E) . Since the Claimant has not shown that the termination was contrary to the contract, the claim that he remains in employment cannot stand. Employment contracts of the present kind are not ordinarily capable of resulting in reinstatement unless the employment is statutorily protected. See Psychiatric Hospital Management Board v. Ejitagha (2000) 11 NWLR (Pt. 677) 154. The Claimant’s employment not being statutory, reinstatement or declaration of continued employment is unavailable.

 

  1. Second, the Claimant’s prayer for computation and payment of salaries and entitlements up to retirement is likewise misconceived. The general rule is that damages for wrongful termination in master-servant relationships are limited to what the employee would have earned during the period of notice or the period required by the contract. See Shena Security Co. Ltd v. Afropak (Nig.) Ltd (2008) 18 NWLR (Pt. 1118) 77; Chukwumah v. Shell Petroleum Dev. Co. (1993) 4 NWLR (Pt. 289) 512. The law does not award salaries for years not worked merely because the employee expected to remain until retirement. Only where there is a fixed-term contract broken before its expiration or a statutory employment improperly terminated might a different consequence arise. That is not this case.

 

  1. Third, the claim for contributory pension has already been resolved and is no longer a matter for this court to consider. Consequently, there is nothing further for the court to say on it.

 

  1. Fourth, general damages of ?20 million cannot be awarded as a matter of course where the contract itself prescribes the consequence of termination. The Supreme Court in Western Nigeria Development Corporation v. Abimbola (1966) All NLR 159 and many subsequent authorities made it clear that in wrongful termination cases damages are ordinarily assessed on the basis of the contractual notice period, not on sentimental or punitive considerations. Since the Defendant stated, and I accept, that three months’ salary in lieu of notice was paid, the Claimant has not shown any further loss recoverable in law. A claimant cannot recover both salary in lieu and additional general damages for the same contractual breach without proof of special or exceptional loss recognized by law.

 

  1. On the whole, I find that the Defendant was entitled under the contract to terminate the Claimant’s employment by the requisite notice or salary in lieu, and that this was done. The Claimant has failed to prove any legal basis for invalidating the termination on account of the signatory’s acting status, his approaching retirement, or an alleged breach of fair hearing. The employment was not shown to be statutory, and the Court cannot order reinstatement or payment of salaries to retirement in the circumstances.

 

  1. Accordingly, the Claimant’s case fails substantially and is hereby dismissed. However, I do not lose sight of the fact that employment litigation is often driven by genuine disappointment and perceived unfairness. Yet courts are bound to apply the law as it stands, not as parties may wish it to be. Where an employer has acted within the four corners of a contract of employment, the Court has no jurisdiction to impose a different bargain on the parties.

 

  1. Judgment is therefore entered in favour of the Defendant. The claims for declaration, reinstatement, computation of salaries, general damages, and costs are refused and hereby dismissed. No order as to costs is made, the parties having each approached the Court with a genuine grievance on a contentious contractual relationship.

 

Delivered in Jos on Thursday the 23rd day of April 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 defendant(s) in a case