IN THE NATIONAL INDUSTRIAL COURT OF NIGERIA

IN THE LAGOS JUDICIAL DIVISION

           HOLDEN AT LAGOS

BEFORE HIS LORDSHIP HON. JUSTICE (PROF) ELIZABETH A. OJI

 

DATE: TUESDAY 7TH JULY 2026                SUIT NO: NICN/LA/441/2022

 

BETWEEN

OLOSO KAOKAB KOMISOLA                                         CLAIMANT

AND 

OPAY DIGITAL SERVICES LTD                                               DEFENDANT

Representation:

Omobolaji Idris for the Claimant

C.B. Onah for the Defendant

JUDGMENT

Introduction and Claims:

The Claimant filed this suit on 23rd November 2022, via a General Form of Complaint, together with all frontloaded documents, seeking the following reliefs against the Defendant: 

 

  1.  A DECLARATION that the Defendant is liable to the Claimant, for unfair labour practices resulting from the Defendant's deceit in enticing the Claimant by scheming and using the Opay Limited 2020 Global Share Option Plan to tie the Claimant down to its employment without fulfilling its obligations under the agreement of the parties.
  2. A DECLARATION that the Defendant is liable to the Claimant, for unfair labour practices resulting from the non-remittance of the deductions made from the Claimant's remuneration to the National Housing Fund.
  3. A DECLARATION that the Defendant is in breach of the Share Option Agreement, which was entered as part of the terms and conditions of the Claimant's employment and the Claimant is entitled to general and punitive damages against the Defendant.
  4. AN ORDER of this Honourable Court compelling the immediate remittance of National Housing Fund of the Claimant by the Defendant, with evidence of such remittance provided to the Claimant forthwith.
  5. THE SUM OF $1,479,200 (One Million, Four Hundred and Seventy-Nine Thousand, Two Hundred United States Dollars) or as much of it as the Court may grant, to be paid by the Defendant to the Claimant in the United States Dollars or its Naira equivalent at the prevailing official rate, in full and final settlement of the rights vested in the Claimant, as part of his employment benefits with the Defendant, by virtue of the Share Option Agreement.
  6. DAMAGES including general damages and aggravated or punitive damages for exploitation and unfair labour practices in the sum of N10,000,000 (Ten Million Naira).
  7. THE SUM OF N5,000,000 (Five Million Naira) being the costs of this action.
  8. INTERESTS on the judgment sums at the rate of 10% per annum from the date of judgment till full liquidation

 

2.  In response to the claims, the Defendant filed its Statement of Defence dated 14th December 2022.  The Claimant filed a reply dated 30th day of December 2022 to Defendant’s Statement of Defence.  Trial commenced in the suit on 11th July 2023.  The Claimant gave evidence for himself by adopting his witness statements on oath deposed to on the 23rd of November 2022, and 30th of December 2022. The Claimant was thereafter cross-examined on 8th day of November 2023. During the examination in chief, the Claimant tendered in evidence seven (7) documents, admitted and marked as follows:

  1. Employment Agreement entered on 21st June 2019 – Exhibit C1
  2. Confirmation Letter dated 7th April 2020 - Exhibit C2
  3. Addendum to employment contract; documents of appraisal and emails of 7th and 23rd February 2021 - Exhibit C3
  4. Claimant’s solicitor’s letter of demand of 26/10/2022 - Exhibit C4
  5. Opay Limited Share Option Plan Share Option Agreement – Exhibit C5
  6. A countersigned Share Option Agreement – Exhibit C6
  7. Record of emails and correspondence – Exhibit C7

 

3.  The Defendant opened its case on 7th day of March 2024, through its witness Ifeoma Grace Mba.  She adopted her statement on oath deposed to on 14th December 2022, and she was thereafter cross examined on 24th day of July 2014. During the examination in chief, the witness tendered three documents; marked as exhibits D1 – D3.  Exhibits D1 & D2 are Remitta Receipts of NHF contributions, while exhibit D3 is a monthly contribution schedule of the Defendant’s contribution for its staff to the Federal Mortgage Bank.  Mr. Sanbe Oladeji of the Federal Mortgage Bank (FMB) was subpoenaed by the Court to tender some documents.  The Subpoenaed witness tendered the documents in Court on 18th January 2024.  The documents were marked as SW1 and SW2.  Exhibit SW1 is an FMG account statement of the Claimant, showing the Claimant’s contribution.  Exhibit SW2 is FMB Individual Employer Ledger Card of the Claimant.  At the end of trial, the Court ordered the parties to file their respective final addresses. The final written addresses were adopted on 30th June 2026, and the Court thereafter adjourned the matter for judgment.

THE CASE OF THE CLAIMANT

4.  The Claimant worked for the Defendant from 21st day of June 2019 to 31st day of October 2022, when he resigned. The Claimant was confirmed in his role on 7 April 2020 and performed diligently, receiving positive appraisals. The Claimant was selected for a share option scheme: 100,000 units at $0.416 per unit under the “Opay Limited 2020 Global share option plan.” Having stayed beyond 24 months, the Claimant claims 50,000 units (50%) are vested in him and that the Defendant failed to honour the share option agreement. The share option allegedly induced the Claimant to stay and reject other job offers; the non-performance amount to unfair labour practice, extortion, and “indirect modern slavery.”  The Claimant offered an amicable settlement at $15 per share unit, but the Defendant refused to respond. The Claimant claims current share value is at least 30 per unit. The Claimant is seeking 30 per unit, seeking 1,479,200 (after deducting the exercise price of 20,800 from the 1.5 million value of 50,000 units).  The Defendant deducted monthly sums for the National Housing Fund (NHF) but never remitted them, leaving his NHF account at zero balance.

THE CASE OF THE DEFENDANT

5.  The Defendant admits the employment period but denies that the share option was granted for good performance; rather that it was discretionary to encourage staff. It is the case of the Defendant that 100,000 units were granted and that an option to purchase shares was given, subject to conditions. The Claimant never exercised the option, so he never owned any shares or became vested in any rights. The Defendant denies any enticement to stay, any unfair labour practices, extortion, or modern slavery.  It is the case of the Defendant that it received the demand letter, and that the contents are misconceived. The Defendant admits making NHF deductions but asserts they were duly remitted to the Federal Mortgage Bank.  The Defendant states it is not responsible for the Claimant’s individual account balance and denies all claims of non-remittance, stating it is a law-abiding company with proof of remittances and that the suit is premature, brought in bad faith, and based on false assumptions.  The Defendant states that the Claimant is not a shareholder and has no vested rights.

THE CLAIMANT’S REPLY TO THE STATEMENT OF DEFENCE

6.  The Claimant replied that he was selected as a beneficiary of the share option agreement having fulfilled the 24-month continuous service vesting condition and that he executed the exercise option and delivered it to the Defendant. Thereafter, the Claimant repeatedly requested the next phase for payment of the exercise price via email (August–October 2022), but the Defendant never responded. The Share Option Agreement did not contain account details for payment of the exercise price, and the Defendant did not provide them despite repeated requests. A reminder notice was sent to the Defendant, frustrated by the Defendant’s refusal to give direction. The Claimant replied that the Defendant acted in bad faith by failing to respond to the solicitor’s letter regarding the allegations, non-remittance of NHF, or the request for amicable settlement, forcing the Claimant to approach the court.  Claimant has a personal Federal Mortgage Bank account (No: 1000582873) provided to the Defendant, but remittances were not made into it. Due to the Defendant’s failure to remit NHF deductions, the Claimant could not access housing loans (minimum 6 months of remittances required) and has lost accrual benefits/interest amounting to N15,000,000 (Fifteen Million Naira).  The Claimant replied that the Defendant’s assertion that it only grants “options” and not rights is a clear indication of unfair labour practice. The agreement is a façade and sham, cloaked as a contract, intended to unlawfully tie the Claimant to employment for 24 months.  The Claimant replied that new facts indicate many other employees of the Defendant have been granted stock options and similarly frustrated when the benefits became ripe.

SUBMISSIONS ON BEHALF OF THE DEFENDANT

7. The Defendant raised two issues for determination as follows:

  1. Whether from the evidence before this Court, the Claimant is seised of ownership of 50,000 units of shares in the Defendant, and if so, whether the Defendant is mandated to buyback those shares from the Claimant and at the value of $30 per share.
  2. Whether from the evidence presented at trial, the Defendant failed to remit the Claimant's NHF deductions to the Federal Mortgage Bank of Nigeria as required by law.

8.   Issue one - Whether from the evidence before this Court, the Claimant is seised of ownership of 50,000 units of shares in the Defendant, and if so, whether the Defendant is mandated to buyback those shares from the Claimant and at the value of $30 per share.  The Defendant argued that under the Option Agreement, the Claimant was granted an option to purchase shares, not shares themselves. The Vesting Schedule makes the option exercisable, not shares vested. The Agreement states: "This Option Agreement does not represent a securities interest in the Company, which interest may accrue only upon the exercise of the Option".  The Defendant argues that the Claimant must deliver an Exercise Notice (Exhibit B) with payment of the Exercise Price. The Defendant submits that in Nigeria, where a contract is subject to conditions, it is not enforceable unless conditions are complied with. They relied on the case of Ogunniyi v. Hon Minister of FCT & Anor (2014) LPELR-23164(CA); and Nigerian Bank for Commerce and Industry v. Integrated Gas (Nig.) Ltd. (1999) 8 NWLR (Pt.613) 119 at 127 G-H.  The Defendant further submits that the Claimant did not exercise the option (no Exercise Notice, no payment). The Defendant pointed out that under cross-examination, Claimant admitted a person becomes a shareholder only when issued shares and name entered in register of members.  The Defendant argued that assuming Claimant owned shares; the Option Agreement gives the Administrator the sole discretion to determine the manner, terms, and conditions of any sale or transfer as shown in paragraph 12 of the Option Agreement. That the plan is discretionary and not part of salary or severance (Paragraph 14(c) of Option Agreement). The Defendant relied on the case of Adisa v. Oyinwola & Ors (2000) 10 NWLR (PT. 674) 116.  The Defendant further argues that there is no statutory basis under the Companies and Allied Matters Act 2020 (CAMA) that compels a company to buy back a former employee's shares. Further, that the Claimant's $30 per share valuation is arbitrary and unsubstantiated. The Defendant relied on the case of Blackstone Crushing Co. Ltd v. Samoba (Nig) Ltd (2020) LPELR-51129(CA).

9.  Issue two - Whether from the evidence presented at trial, the Defendant failed to remit the Claimant's NHF deductions to the Federal Mortgage Bank of Nigeria as required by law.  The Defendant argued that Exhibits SW1 & SW2 (tendered by Federal Mortgage Bank of Nigeria under subpoena) prove remittances were made. SW1 shows Claimant's FMBN account balance is N100,537.50, not zero. Furthermore, that Claimant's testimony is contradictory; for example, he claimed 4 years of service while it was actually 3 years).  

SUBMISSIONS ON BEHALF OF THE CLAIAMNT

10.   The Claimant raised two issues for determination as follows:

  1. Whether the Claimant has established the Defendant’s actual or anticipatory breach of the stock option arrangement by failing to give the Claimant his employment benefit of 50,000 units of shares after he fulfilled the 24-month continuous service condition?

 

  1. Whether the Defendant’s design and implementation of the complex stock option arrangement amount to unfair labour practice, given that it effectively extorts continuous service without conferring any real benefit at the end of such continuous service?

11.   Issue one - Whether the Claimant has established the Defendant’s actual or anticipatory breach of the stock option arrangement by failing to give the Claimant his employment benefit of 50,000 units of shares after he fulfilled the 24-month continuous service condition?   The Claimant argued that he exercised the option; but that he no longer has access to work email which is in the domain of the Defendant. Via the emails to which the Claimant no longer has access, he requested for the account details for payment but this was not provided.  The Defendant failed to produce the email records after a Notice to Produce dated 5th January 2024. The Claimant relied on Section 167(d) of the Evidence Act 2011 permits adverse inference for withholding evidence and the case of Ohazulike & Ors v. Iweokwu & Anor (2018) LPELR-43964(CA).  The Claimant argued that the Option Agreement uses the word "MAY" regarding the Exercise Notice, so it is not the only way. That Exhibit C7 shows DW1 told Claimant: "you don't need to sign Exhibits A, B, and C". That the benefit derived by Defendant was continuous service for 24 months and that technicalities about a template notice should not defeat that. The Claimant submits that a party who fulfils essential terms can enforce the contract despite minor deviations. The Claimant relied on the case of Suleiman v. Abdullahi (2013) LPELR-22090(CA); Savannah Sugar Co. Ltd v. Zackson Ltd (2019) LPELR-46382(CA).

12.  Issue two - Whether the Defendant’s design and implementation of the complex stock option arrangement amount to unfair labour practice, given that it effectively extorts continuous service without conferring any real benefit at the end of such continuous service?  The Claimant argued that the Court has jurisdiction under Section 254C(1)(f) of the CFRN 1999 over unfair labour practices and that unfair labour practice means practices that are unjust, inequitable, oppressive, and unconscionable, the Claimant relied on the case of Mix & Bake v NUFBTE (2004) 1 NLLR (pt 49) 69; Aluminium Manufacturing Co Nig. Ltd v Volkwagen Nig Ltd (2010) 21 NLLR (pt 60) 428.  The Claimant argued that the design and implementation of the stock option arrangement in this case is unjust, inequitable, oppressive and highly unconscionable, since it tilts the scale of performance entirely to one side such that only the employer benefits; and that it extorts continued service without conferring real benefit on the employee. 

THE DEFENDANT’S REPLY ON POINTS OF LAW 

13.  On the issue of notice to produce, the Defendant argues that the Claimant's reliance on a notice to produce and section 167 (d) of the Evidence Act 2023 as amended to seek an adverse inference is flawed and that the conditions for adverse inference under section 167(d):

  1. The evidence exists.
  2. The evidence could be produced.
  3. The evidence has not been produced.
  4. The evidence is withheld by the person who could produce it.

The Defendant submits that the Claimant failed to establish that such email records exist or to specify the relevant email records. The Defendant noted that the Court set aside the Claimant's earlier subpoenas (issued to five employees) on 8th November 2023 as vague. A subsequent notice to produce dated 5th January 2024 was issued after the Claimant had already closed his case.   They argue that the legal effect of a notice to produce (sections 89(a)(ii), 90(1)(a), and 91 of the Evidence Act) are:

  • A notice to produce allows a party to tender secondary evidence.
  • It does not obligate the adverse party to produce the document; it only estops that party from objecting to the admissibility of secondary evidence.

The Defendant relied on the case of Nweke V. State (2017) LPELR - 42103 (SC), @ pp. 8 - 9 that a party on whom notice to produce is served is not under any obligation to produce the document; service only entitles the serving party to adduce secondary evidence.  The Defendant pointed out that under cross-examination, the DW stated she did not receive any exercise notice or email.  On the issue of Claimant’s assertion that the Defendant is guilty of anticipatory breach by not providing account details is speculative and lacks evidence; and is therefore mischievous to argue that the Defendant had no intention to perform when the Claimant had not complied with the terms.  The Defendant replied that the doctrine of substantial performance is inapplicable to this case as the Claimant had an option, not a contract for building or work done where the doctrine applies mainly.  In such situations, an immaterial breach does not prevent payment for substantial work. They relied on the case of Philips vs Arco Ltd (1971) LPELR -- 2918 (SC).  They argue that the Option Agreement was a separate, discretionary scheme, not a contract for work done and the Claimant's employment obligations were not tied to the Option Agreement.  That the Claimant did not become an employee because of it Option Agreement, and received full salaries for work done.  The Claimant can therefore not rely on it for a breach claim. See Daar Communications Plc v. Mckee (2022) LPELR-57848(CA).

14.  On issue two, on the ESOP being an unfair labour practice, the Defendant replied that the ESOP is an innovative, welcome program adopted by forward-thinking companies worldwide to incentivise employees; and that it is absurd to categorise this as an unfair labour practice.  The Defendant argues that the Claimant who is a lawyer and who confirmed under cross-examination that he read and understood the terms of the Option Agreement, cannot now argue it was designed to deceive. The Defendant argues that the Option Agreement adheres to international best practices and expressly provides that the Participant has had an opportunity to obtain legal advice and fully understands all provisions.

COURT’S DECISION

15.  Having carefully considered the pleadings, evidence, and written addresses of both parties, the following issues are set down for determination:

  1. Whether from the evidence before this Court, the Claimant became vested with 50,000 units of shares in the Defendant under the Share Option Agreement, entitling him to payment of $1,479,200 or any sum whatsoever.
  2. Whether the Defendant failed to remit the Claimant's NHF deductions to the Federal Mortgage Bank of Nigeria as required by law.
  3. Whether the Defendant's conduct amounts to unfair labour practice, entitling the Claimant to declaratory reliefs and damages.

16.  Issue One: Whether the Claimant became vested with 50,000 units of shares under the Share Option Agreement.  The dispute between the parties is clearly not hinged on exhibit C1; the Claimant’s contract of employment.  The Share Option Agreement (Exhibit C5) is the foundation of the Claimant's claim.  The primary duty of this Court in interpreting a written contract is to give effect to the plain and ordinary meaning of the words used by the parties. The law is settled that where parties have reduced their agreement into writing, the document remains the exclusive memorial of their transaction, and the Court is not at liberty to rewrite or import terms into the contract.  In Uba Plc v. Gemex Intl Ltd (2020) LPELR-50977(CA), the Court of Appeal held:

The law is settled that where parties have agreed on the terms and conditions of their contract and reduced them into writing, the contract document must be the guide for determining any question or dispute which arises in respect of the contract."

Examining Exhibit C5 (the Share Option Agreement), the document is titled "Notice of Share Option Grant" and states that "The undersigned participant has been granted an Option to purchase Shares, subject to the terms and conditions of the Plan and this Option Agreement..."  

17.  The above provision of the Share Option Agreement clearly shows that the Claimant was being notified of the availability to him of the Share Option Grant, and that it is subject to the terms and conditions of the plan and the agreement.  The vesting schedule provides:

Fifty percent (50%) of the Shares subject to the Option shall become exercisable upon 24-month period of continuous service in the Company or its Subsidiary ('Service') after the Vesting Commencement Date..."

The last sentence of the Shar Option Agreement; just before the execution part of the agreement at page 3 states that:

 

“This Option Agreement does not represent a securities interest in the Company, which interest may accrue only upon the exercise of the Option in accordance with its terms.”

The document referred to as exhibit A in the Share Option Agreement is the Terms and Conditions of Share Option Grant.  The very first paragraph states the nature of the grant of option, as follows:

The Administrator hereby grants to the person (Participant) named in the Notice of Share Option Grant in Part 1 of this Option Agreement (the Notice of Share Option Grant) an option (the Option) to purchase the number of Shares set forth in the Notice of Share Option Grant, at the exercise price per Share set forth in the Notice of Share Option Grant (the Exercise Price) and subject to the terms and conditions of the Plan.

The language of both provisions is unambiguous. What was granted to the Claimant was an option, a right to purchase shares, not the shares themselves. The 24-month period of continuous service did not automatically vest shares in the Claimant; it merely made the option exercisable. An employee stock option plan (ESOP) is a contractual right to acquire shares in the future upon satisfaction of specified conditions, including the payment of the exercise price and delivery of an exercise notice.

To exercise the option, paragraph 2(c) of Exhibit A to the Agreement requires that:

The Participant may instruct the Company to exercise the Option, to the extent then vested, on his or her behalf by delivery of an exercise notice in the form attached as Exhibit B (the 'Exercise Notice') …accompanied by payment of the aggregate Exercise Price... together with any applicable tax withholding."

18.  The Claimant testified that he executed the exercise option and delivered it to the Defendant, and that he requested the account details for payment of the exercise price via email. He further stated that he no longer has access to his work emails after resignation, and put the Defendant on notice to produce those emails.   The Defendant contends that no Exercise Notice was ever received, and DW (Mrs. Ifeoma Grace Mba) testified under cross-examination that she did not receive any exercise notice or email in that regard. The Claimant did not tender any Exercise Notice or evidence of payment of the exercise price. He did not produce any acknowledgment from the Defendant of receipt of an Exercise Notice. The emails he refers to were never tendered in evidence, nor did he provide secondary evidence of their contents after the notice to produce was served.  On the Claimant's reliance on Section 167(d) of the Evidence Act, 2011 (as amended) and the notice to produce, the law is clear on the effect of a notice to produce.  In the case of Eweje v. O.M. Oil Ind. Ltd. (2021) 4 NWLR (Pt. 1765) 117 @ 138 paras H-A, the Supreme Court, stated as follows: 

The service of a notice to produce on the adverse party pursuant to section 91 of the Evidence Act, 2011, does not compel the party served to produce the document. Rather, it entitles the party serving the notice to adduce secondary evidence of the document in question. See: Nweke v. The State (2017) LPELR-42103 (SC)@ 8, B-E, (2017) 15 NWLR (Pt. 1587) 120; Buhari v. Obasanjo(2005) 13 NWLR (Pt. 941) 1.

19.  In the case of Benue State Government v. Klad & G. Concepts Ltd & Anor (2023) LPELR-60687(CA), the Court of Appeal held that a lower Court erred when it mistook the legal effect of a notice to produce for the legal effect of withholding relevant evidence. The Court clarified that a notice to produce does not obligate the adverse party to produce the document; it only paves the way for secondary evidence.  In this case, the Claimant did not tender any secondary evidence of the alleged emails showing that he had met the requirements for the Share Option to become effective. He did not produce printouts, screenshots, or any other form of secondary evidence to establish his assertions. This is insufficient to discharge the burden of proof under Sections 131 and 132 of the Evidence Act, which provide that he who asserts must prove.   Furthermore, the Claimant admitted under cross-examination that a person becomes a shareholder only when shares are issued and the person's name is entered in the register of members.  This Court finds that the Claimant has not proved that he exercised the option to purchase shares in accordance with the express terms of the Share Option Agreement. Consequently, he had acquired no shares in the Defendant and no vested rights to any shares or to any payment in lieu thereof.  Having so found, the Claimant's claim for 1,479,200 (or any sum) for the value of 50,000 units of shares must fail in it entirety.  There is no further need to determine the validity of the Claimant’s valuation of the shares.  

20.  Issue Two - Whether the Defendant failed to remit NHF deductions.  The Claimant alleges that the Defendant deducted monthly sums from his remuneration for the National Housing Fund but failed to remit them, leaving his NHF account at zero balance.  The Defendant admits the deductions were made but asserts they were duly remitted to the Federal Mortgage Bank of Nigeria. The Defendant tendered Exhibits D1, D2 (Remitta Receipts of NHF contributions) and Exhibit D3 (monthly contribution schedule).   Most significantly, the Claimant himself issued a subpoena to the Federal Mortgage Bank of Nigeria (FMBN). In response, the FMBN produced two documents – Exhibit SW1 (the Claimant's FMBN account statement) and Exhibit SW2 (a schedule of monthly contributions). Exhibit SW1 shows that the Claimant's FMBN account number 1000582873 has a balance of N100,537.50 (One Hundred Thousand, Five Hundred and Thirty-Seven Naira, Fifty Kobo), not zero. This evidence was tendered by a representative of FMBN under subpoena.  

21.  In the face of this evidence, the Claimant, in his final address, abandoned the NHF claim.  The Claimant's Counsel stated:

In good faith, the Claimant abandons his claim regarding the National Housing Fund (“NHF”). Contrary to the malicious impression created by the Defendant’s counsel in their written address, the claim was not baseless at the time of commencing this suit. Exhibit C7 tendered before this Honourable Court by the Claimant, being the Claimant’s NHF statement, showed zero (0) remittance. Exhibits SW1 and SW2 subsequently tendered by the Federal Mortgage Bank of Nigeria (FMBN) show remittance. 

The Claimant does not have any evidence on what transpired behind the scene between the time of the commencement of this suit and the time that Exhibits SW1 and SW2 came to light. We do not wish to belabour the court, except to say that the Claimant apparently acted in good faith based on the evidence available to him. 

With the above, there is no need to make any finding on issue two.

22.  Issue Three: Whether the Defendant's conduct amounts to unfair labour practice.  The Claimant argues that the design and implementation of the share option arrangement amount to unfair labour practice, extortion, and "indirect modern slavery" because it purportedly enticed him to remain in employment for 24 months without conferring any real benefit.  This Court finds this argument unpersuasive for several reasons.  This Court having not found that the Claimant had become entitled to the Share Option, and was denied, it will be merely academic to get into the determination of whether the conduct of the Defendant is an unfair labour practice.  Assuming the Claimant had proved that he was intentionally deprived of the Share Option, after being entitled to it, then it would be a different matter.  I do not find evidence that the issuance of the share option is an unfair practice.   As stated by the Defendant, and not disproved by the Claimant, Employee Stock Option Plan (ESOP) is a legitimate and internationally recognized employee incentive scheme and not peculiar to the Defendant.  The Claimant by his status, was fully aware of the contents and legal implications of the ESOP.  The Agreement expressly states at paragraph 1 (Exhibit C5) that the Participant has had an opportunity to obtain legal advice and fully understands all provisions. Further, the Claimant's allegation of "modern slavery" is without any factual foundation. The Claimant was paid salaries, received statutory benefits (including NHF contributions as now confirmed by FMBN), enjoyed a conducive work environment, and resigned voluntarily. There is no evidence of coercion, deceit, or exploitation that would remotely approach the definition of slavery or forced labour. 

23.  For all the reasons stated above, this Court holds as follows with respect to the reliefs sought by the Claimant in this suit:

  1. I decline to declare that the Defendant is liable to the Claimant, for unfair labour practices on any of the grounds stated under relief one, or on any other ground.
  2. Relief two has been abandoned.
  3. I decline to declare that the Defendant is in breach of the Share Option Agreement, as this has not been proved.  The relief for general and punitive damages collapses as well.
  4. Relief four has been abandoned.
  5. The relief for the payment of the sum of $1,479,200 (One Million, Four Hundred and Seventy-Nine Thousand, Two Hundred United States Dollars) fails, due to the failure of reliefs one and three.

Having dismissed all substantive reliefs, reliefs six to eight fail as a consequence.  This suit fails in its entirety, and is hereby dismissed.  

Judgment is entered accordingly.  Each party shall bear its own costs.

 

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Hon. Justice (Prof) Elizabeth A. Oji