IN THE NATIONAL INDUSTRIAL COURT OF NIGERIA

IN THE JOS JUDICIAL DIVISION

HOLDEN AT JOS

BEFORE HIS LORDSHIP HONOURABLE JUSTICE, I.S GALADIMA

 

DATE: TUESDAY 25TH FEBRUARY 2025                 SUIT NO: NICN/JOS/3/2018

BETWEEN:

UGAR UKANDI ODEY                                                                              CLAIMANT

AND

BLUEPRINT NEWSPAPER Ltd.                                                            DEFENDANT

REPRESENTATION:

·        E.C. Ehimen for the claimant.

·        A. A. Zogore for the defendant.

JUDGEMENT:

1.                 This case was initially partially heard by two of my esteemed colleagues prior to its commencement de novo before me in 2024.

2.                 This contested matter was initiated on February 2, 2018, before I was transferred to the Jos Division of this court in 2024. The dispute originated from the defendant's decision to suspend the claimant's employment, as communicated in a letter dated March 7, 2016 (Exhibit C4). Notably, before the claimant was suspended, the defendant owed him salary arrears for 23 months, amounting to N1,820,421.25 (One Million, Eight Hundred and Twenty Thousand, Four Hundred and Twenty-One Naira, Twenty-Five Kobo).

3.                 The claimant stated in his writ of complaint filed that his employment was suspended due to allegations that he was responsible for bringing in unpaid adverts totaling N5,178,734.00 (Five Million, One Hundred and Seventy-Eight Thousand Seven Hundred and Thirty-Four Naira). In the suspension letter, the defendant purportedly mentioned that the difference between the claimant's salary arrears, which they set at N1,741,263.50 as of December 2015, and the unpaid advert debts, was N3,437,470.50. They asserted that, as a business entity, they could not passively allow the unpaid adverts to become bad debt. Consequently, the claimant's employment was suspended by the defendant until he recovers the advert debts from the Plateau State Government and deposits them into the defendant's account.

4.                 The claimant thus initiated this lawsuit through a writ of complaint filed on February 2, 2018, seeking 5 specific reliefs from the defendant. These are outlined below:

                                      i.      A DECLARATION that the claimant is entitled to the payment of his salaries at the sum of N79,148.75 (Seventy-Nine Thousand, One Hundred and Forty – Eight Naira, Seventy – Five Kobo) monthly.

                                   ii.      AN ORDER directing the defendant to pay the claimant his accumulated outstanding salaries at the sum of N79,148.75 (Seventy-Nine Thousand, One Hundred and Forty – Eight Naira, Seventy – Five Kobo) per month from the month of March 2014, till the date of judgement.

                                 iii.      AN ORDER directing the defendant to pay to the claimant the sum of N2,000,000.00 (Two Million Naira) being General Damages for negligence and/or breach of contract.

                                 iv.      Solicitor’s Fee in the sum of N200,000.00 (Two Hundred Thousand Naira) and cost of this suit.

                                    v.      Plus 10% interest per annum on the judgement sum until the total indebtedness of the defendant is finally and totally liquidated.

5.                 On the other hand, the defendant submitted its memorandum of appearance, statement of defense, and other related processes on June 22, 2018, contesting the claimant's allegations. Additionally, the defendant filed a counterclaim against the claimant.

6.                 On July 3, 2018, the claimant submitted a Reply to the defendant's defense and also provided a defense against the defendant's counterclaim.

7.                 Fresh hearing for this case began in this court on June 6th, 2024, when the claimant was instructed to present his case. The claimant served as the sole witness for his claims. He adopted his sworn depositions of 2/2/2017 and 3/7/2018 during which the documents he submitted were admitted and marked as exhibits. After providing his testimony and undergoing cross-examination, the claimant concluded his case on the same June 6th, 2024.

8.                 The defendant opened its defense on June 17th, 2024, with Suleiman Bappa Mohammed serving as the sole witness. After adopting his sworn testimony of 17/12/2020, he was cross-examined by the claimant's counsel and subsequently discharged. Upon concluding its case, the court instructed the counsel for both parties to submit their final written addresses.

9.                 On January 30, 2025, the court permitted the parties' lawyers to adopt their respective final written arguments, after which the judgment was set aside to be pronounced today.

CLAIMANT’S CLAIMS AND EVIDENCE:

10.             The claimant asserts that he became an employee of the defendant by accepting an employment letter dated January 9, 2012, on January 16, 2012, for the position of a senior correspondent in Plateau State.

11.             The claimant states that his annual salary amounts to N840,000.00, calculated at N70,000.00 per month, as outlined in the employment offer letter authorized by the defendant. His employment was officially confirmed on December 10, 2012, and in acknowledgment of his diligence, his salary was raised from N70,000.00 to N80,000.00 effective June 1, 2013.

12.             He had been a diligent correspondent and had never received any warnings or been questioned for any wrongdoing. Despite this, the defendant either refused or neglected to pay his salaries starting from March 2014, which by 2016—approximately 23 months later—amounted to N1,820,421.25. He had accordingly written to the defendant company requesting payment of the outstanding salaries, but this request went ignored.

13.             Rather than paying the claimant the overdue salaries, the defendant issued a suspension letter effective February 1, 2016. The defendant claimed that the claimant was responsible for bringing in unpaid advertisements to be published in the newspaper, totaling N5,178,734.00. Since the claimant's unpaid salaries amounted to N1,741,263.50, the defendant applied this amount to offset the debt and subsequently demanded the remaining N3,437,470.50 from the claimant in a letter dated March 7, 2016.

14.             The claimant argues that this was simply a tactic by the defendant to avoid paying his salaries, even though the defendant received fully paid articles and publications from the Plateau State Government through him. To support his claim, the claimant presented original copies of the defendant's publications dated 24/11/2016, 3/2/2017, 13/2/2017, 24/2/2017, 3/3/2017, 6/4/2017, 12/4/2017, 21/4/2017, and 27/4/2017.

15.             On July 24, 2017, the claimant directed his solicitor to send a demand letter regarding his claims, to which the defendant’s solicitor replied on August 7, 2017.

16.             The claimant argues that contrary to the defendant's assertion that he is responsible for the debt related to the advertisements placed, it is actually the State Government that owes the debt. He explains that as an employee, he has already approached the appropriate government officials to settle the outstanding debt, and therefore, he cannot be held accountable for the State Government's financial obligations.

17.             He stated that all funds received through him were properly forwarded to the defendant, and therefore, he should not be held responsible for any debts that the State Government has not settled.

18.             The claimant asserts that he is owed his monthly salary of N79,148.75 from March 2014 until the judgment date of this case. He also claims that the defendant has been negligent and violated the employment contract, thereby entitling him to an additional N2 million in general damages, excluding solicitor's fees of N200,000.00 and interest on the judgment amount as stated in his complaint.

19.             On June 6, 2024, during his court testimony, the claimant, serving as CW1, submitted 10 exhibits, which were admitted as exhibits C1 through C10. He then concluded his case, although the defendant's counsel reserved his objections regarding the admissibility of the newspaper clippings presented by CW1 until the final address. The claimant was thoroughly cross-examined by the defendant's counsel. The claimant’s exhibits are:

1.     Letter of employment [appointment] dated 9/1/2012.

2.     Confirmation of appointment dated 10/12/2012.

3.     Internal memo for salary increase dated 30/5/2013.

4.     Suspension of engagement letter/unpaid advert debts dated 7/3/2016.

5.     Computation of advert debts dated 2/3/2016.

6.     Various Blueprint newspaper cut outs for 21/11/2016; 3/2/2017; 13/2/2017; 24/2/2017; 6/4/2017; and 12/4/2017 – exhibit C6 1-8 series.

7.     Solicitor’s letter of demand dated 24/7/2017.

8.     Defendant’s solicitor’s response dated 7/8/2017.

9.     Official receipt by Renaissance Chamber dated 10/10/2017.

10.    Letter of demand for arrears of salary dated 7/8/2016.

DEFENDANT’S CASE AND EVIDENCE:

20.             In its defense and counterclaim filed on 3/7/2018, the defendant acknowledged that the claimant was employed as a senior correspondent in 2012, as per a letter dated 9/1/2012. They agree that he was initially entitled to a gross annual salary of N840,000.00, which included his basic salary, housing, transportation, medical, meal, and utility allowances. The claimant's employment was officially confirmed on 10/12/2012, effective from 16/7/2012. The defendant also concurs that the claimant's salary was increased to N80,000.00 per month and states that the additional N10,000.00 was a welfare package intended to support the defendant's workforce despite the challenging business environment.

21.             The defendant asserts that the claimant independently chose to establish an office and engaged in unauthorized marketing activities in Plateau State, asserting a right to 25% of any payments made by clients for advertisements in the newspaper through him. This claim is supported by a letter he sent to the Executive Director of the defendant company on April 7, 2016, titled "Re: Unpaid Advert Debt – Suspension of Engagement."

22.             The claimant collected funds from clients and remitted them at his discretion. When questioned by the defendant company's Advert and Business Development Manager, he asserted that on August 1, 2013, he had deposited N1,417,500.00 into the defendant's bank account at the Enterprise Bank, Jos Branch.

23.             The claimant accordingly reneged from being an employee and took on the role of an independent commissioned contractor for the purpose of collecting monies from clients to remit some to the defendant.

24.             The defendant asserts that the claimant self-appointed himself as an independent marketing agent with an established office and received 25% of the sum of every advert brought through him for publication by the defendant. The claimant had on 21/02/2012 remitted to the defendant’s bank account the sum of N2,835,000.00. On 1/08/2013, he again remitted the total sum of N1,417,500.00 only into the defendant’s bank account. Both transactions are evidenced by the bank’s tellers which the defendant depends on in disproving the claims against it.

25.             The defendant believes that the indebtedness by the Plateau State Government to it is the claimant’s responsibility to collect having self-appointed and represented himself as a commission agent.

 

DEFENDANT’S COUNTER CLAIM:

26.             The defendant filed a counterclaim and provided a table listing various advertisements placed for the Plateau State Government in the defendant’s newspaper from 15/10/12 to 21/12/15, totaling N4,947,823.65. After a 25% deduction, the amount comes to N3,710,869.74.

27.             The defendant also claims the sum of N500,000.00 as cost for initiating the counter claim against the claimant/defendant.

28.             The defendant wants this court to recover the said sum from the claimant/defendant in the counter claim in the interest of justice.

CLAIMANT’S REPLY AND DEFENCE TO THE COUNTER CLAIM:

29.             Upon receiving the defendant’s statement of defence and counter claim, the claimant filed a reply to the statement of defence and a defence to the cross action on July 3, 2018.

30.             In his sworn deposition, the claimant refuted all the assertions made by the defendant, asserting that he did not engage in unauthorized marketing. Instead, he acted as an agent for the defendant's business with the defendant's awareness.

31.             The claimant stated that there was an agreement with the defendant that he would be given 25% from the proceeds of every advertisement he procured for the defendant company, and this had been the understanding since 2012.

32.             The claimant argued that he never acted on his own impulses as alleged by the defendant. Regarding the meeting with the defendant’s Advert and Business Manager in May 2015, he clarified that he had transferred the amount of N1,417,500.00 into the defendant’s Enterprise Bank Account since 2013. The claimant stated that he would depend on his letter dated 7/4/2016 addressed to the defendant, along with copies of the Enterprise Deposit slips from 1/8/2012 and 21/12/2012, for which he has requested the defendant to present the originals during the trial.

33.             In conclusion, the claimant asserted that all funds owed by the Plateau State Government were transferred to the defendant's bank account as authorized by the defendant.

DEFENCE TO THE COUNTER CLAIM:

34.             In his defence to the counter claim, the claimant [now defendant], denied he owes the defendant [now counter claimant], the sum of N3,710,867.74 as alleged.

35.             The defendant argued that, contrary to the counterclaimant's assertion, the advertisement for October 1, 2014, listed as item 13 on the table in the counterclaim, was not secured by him but by Salisu Umar, the defendant's Chief Operating Officer. He referred once more to the letter dated April 7, 2016, which included copies of Enterprise Bank slips from August 1, 2012, and December 21, 2012.

36.             The defendant claims that certain payments he forwarded to the defendant were intentionally left out of the table included in the counterclaim and in the communications sent by the defendant.

37.             The defendant argued that the claims were time-barred and therefore cannot be granted by this court. As such, the counterclaim should be dismissed for lacking merit.

DEFENDANT’S FINAL WRITTEN ADDRESS:

38.             In their final written address, the defendant’s counsel formulated 2 issues for determination thus:

                                      i.      Whether from the totality of evidence and pleadings placed before the court, the claimant has proved his case to warrant this court to grant the reliefs he sought?

                                   ii.      Whether from the totality of evidence and pleadings placed before the court, the defendant/counter-claimant has proved his case to warrant this court grant the reliefs he sought?

39.              The defendant's counsel argued that the claimant has not successfully proven his case based on the evidence and pleadings submitted to the court. Reliefs in a case are not granted on mere allegations or illogical reasoning; they must be based on substantial facts supported by evidence that substantiates the claim before the court. This principle is illustrated in the case of MTN (NIG) COMM. LTD V. INV. LTD. (2015) 7 NWLR (PT. 1459) 437 AT 474, PARAS. D-E.

40.             Based on the evidence presented to the court, this case was initiated due to the suspension imposed on the claimant by the defendant, which also resulted in the denial of salaries and other benefits owed to him as a Senior Correspondent. Consequently, the claimant believes that the defendant violated his contractual obligations by failing to pay his salaries.

41.             It is argued that in the Nigerian legal framework, a company is not held liable for suspending an employee if the suspension is implemented before or during an investigation. Consequently, any court action initiated against the company before completing the investigation that prompted the suspension will be considered premature and is likely to fail. Refer to the case of ESIAGA V. UNIVERSITY OF CALABAR (2024)7 NWLR (PT.872) 366.

42.              The learned counsel emphasized to this honorable court that the claimant was suspended by the defendant through a letter dated March 7th, 2016, titled "Unpaid Advert Debt-Suspension of Engagement." This suspension occurred due to an unpaid advertisement debt attributed to the claimant. The claimant did not dispute the existence of this debt; instead, in a response letter to the defendant dated April 7, 2016, titled "Re: Unpaid Advert Debt-Suspension of Engagement," he only provided explanations for the advertisement debt.

43.             Counsel stated that suspension is a recognized measure exercised by employers within our Company Law Jurisprudence. In the case of ESIAGA V. UNIVERSITY OF CALABAR, Hon. Justice Pats-Acholonu defines suspension as follows:

“…the verb ‘suspend’ from which the word suspension (which is a noun) emanates means in the context it was used essentially, “to defer, interfere, interrupt, lay aside, temporize, hold in abeyance” the term cannot be construed to mean “terminate, extinguish, bring to an end”. it means what it says, that is to cause to abate for a while or halt mid-way but not to bring to an end. It always connotes a state of affairs that should wait until a certain event takes place”  .

44.             He claimed that, as indicated in the quotation above, the defendant's action of suspending the claimant does not end their contractual agreement. In reality, the defendant did not intend to terminate the contract when the suspension letter was issued. The claimant should have either waited for the investigation's results during the suspension or fully contested the suspension process.

45.             Instead of contesting the suspension, the claimant chose to pursue a claim for his salaries and damages. In the case of LONGE V. FBN PLC (2010) 6 NWLR (PT. 1189) 1 at page 60, paragraphs D – E, the court made observations regarding suspension.

“…It is a state of affairs which exist where there is a contract in force between the employer and the employee, but while there is neither work being done in pursuant of it nor remuneration being paid. Suspension is neither a termination of the contract of employment nor dismissal of the employee. It operates to suspend the contract rather than terminate the contractual obligation of the parties to each other.”

46.             Counsel questioned how someone who has been suspended due to a monetary debt they caused could expect to receive their monthly salary. They argued that until the individual clears their name or requests the defendant to forgive the debt and lift the suspension, they are not entitled to receive their salary, entitlements, or compensation, as the defendant was justified in suspending the claimant.

47.             The counsel contended that it is crucial to remind the court that the claimant is not disputing his suspension by the defendant; instead, he is pursuing baseless financial claims that are undeserved. Currently, the claimant remains suspended and is only eligible for damages or any form of compensation if his suspension is deemed unjustified, unwarranted, or unlawful, as referenced in the case of MIAPHEN V. UNIJOS CONSULTANCY LTD. (2013) LPELR 34067 (CA).

48.             Regarding the second issue raised, the learned defendant’s counsel contended that, based on the pleadings and exhibits presented to the court, it is evident that the Defendant has substantiated his Counterclaim against the Claimant. The Claimant did not deny engaging in unauthorized marketing activities on behalf of the Defendant in Plateau State. In fact, in his letter to the Defendant dated April 7, 2016, titled "Re: Unpaid Advert Debt-Suspension of Engagement," particularly in the second paragraph under the heading "Status of Advert Debt," he stated:

“It is true that the Plateau State government is still indebted to us in respect to certain advertorials placed in our paper through me for some time now; and these adverts were placed by the immediate past government. It will also interest you know and note that almost all the national dailies and electronic media represented in the state here are still being owed in like manner.”

49.              The claimant then went further to admit some of the outstanding debt which he accrued in the paragraph titled Actual Outstanding. As admitted he owed:

1.     Government House-one page-20/112024(sic)  = 542,016=00

2.     Ministry of Justice - 6 minus 3 pages    =     945,000=00

3.     Ministry of Justice Half page color          =               336,000=00

4.     PL/S MDGs   - Q/page B/W                       =      113,000=00

50.             According to counsel, the claimant acknowledges owing a total amount of N1,936,016.00 (One Million, Nine Hundred and Thirty-Six Thousand, Sixteen Naira), excluding the money for the advert placements made on June 26, 2013. He claims this amount cannot be recovered because the construction company that coordinated the placement through him has ceased operations and abandoned its site, and thus, it should be considered a bad debt. This clearly indicates the extent of the debt that the claimant acknowledges having accrued.

51.             Facts that are admitted do not require proof, argues the learned counsel. According to Section 123 of the Evidence Act, 2011,

“No fact need be proved in any civil proceeding which the parties to the proceeding or their agent agree to admit at the hearing, or which, before the hearing, they agree to admit by any writing under their hand, or which by any rule or pleading in force at the time they are deemed to have admitted by their pleading:”

52.             The records indicate that the claimant was suspended for engaging in unauthorized marketing activities in Plateau State, which included collecting money directly from clients and deducting 25% before passing it on to the defendant, as well as renting an office without obtaining the defendant's permission.

53.             According to counsel, it was for this reason that the claimant was suspended. What's even more concerning is that the claimant waited over a year before initiating this case. Rather than contesting his suspension, he opted to pursue an unreasonable and excessive sum of money that he cannot substantiate. He urges this court to dismiss the claimant’s claim and grant the reliefs sought in the counter claim.

CLAIMANTS FINAL WRITTEN ADDRESS:

54.             The claimant’s counsel raised three issues for determination thus:

1.     Whether the claimant’s suspension contravenes the terms and conditions of his employment?

2.     Whether the claimant is entitled to the arrears of salaries owed him by the defendant?

3.     Whether from the totality of evidence led in this suit, the claimant is entitled to the reliefs sought therein?

55.             On the first issue, counsel argues that the court is asked to decide whether the claimant's suspension, as outlined in Exhibit C4 titled "Unpaid Advert Debt – Suspension of Engagement," was carried out following the terms and conditions of his employment.

56.             The evidence on record clearly indicates that the employment relationship between the claimant and the defendant is that of a master and servant. Legally, it is well established that such a relationship, whether between an employer and employee or master and servant, is contractual in nature and is governed by the terms and conditions set forth in their agreement.

57.             The law firmly establishes that the rights, obligations, and liabilities of the parties in a contract are determined based on the terms and conditions they have mutually and willingly agreed upon to oversee and manage their relationship. Furthermore, the law prohibits a court from modifying, either by removing or adding to, or rewriting the terms and conditions of a contract agreed upon by the parties under the guise of judicial discretion, as this would undermine the sanctity of their agreement. Counsel referenced the case of OAK PENSIONS LTD & ORS v. OLAYINKA (2017) LPELR-43207 (CA) Pp 39 – 42 Paras G – B.

58.              He also cited the Supreme Court's decision by Justice Rhodes-Vivour in the case OFORISHE v. NIGERIAN GAS CO. LTD (2017) LPELR-42766 (SC) on page 10, paragraphs B to E, where the court reaffirmed the inviolability of an employment contract that was voluntarily entered into.

59.             Therefore, as per the claimant's learned counsel, the employment letter (Exhibit C1) provided by the defendant to the claimant at the start of employment outlines the terms and conditions that govern the relationship between the parties. This undeniable fact was corroborated by the defendant's sole witness, Suleiman Mohammed Bappa, who testified as DW1. His exact words at trial confirm this fact.

60.             It is well-established in law that when determining the rights and obligations of parties in an employment or service contract, the employment letter should be referred to if no other document specifies the relationship between the parties.

61.             The Court of Appeal, through Agube JCA in the case of ANZEWU v. NASARAWA STATE HOUSE OF ASSEMBLY & ORS (2021) LPELR-57906 (CA) P. 27, paragraphs D-F, reiterated the legal principle as follows - typically, the employment letter is crucial in evaluating and determining the rights and obligations of parties in a service contract. If the Plaintiff does not plead and prove the details of their appointment within the contract, they are not entitled to a declaration that their appointment is ongoing. However, if the Defendant acknowledges the existence of the contract and the conditions of service are presented as evidence, presenting the appointment letter may not be necessary.

62.             Similarly, the Court of Appeal, as expressed by Nwaoma Uwa, JCA, in the case of FMC, IDO EKITI & ORS v. OLAJIDE (2011) LPELR-4150 (CA), stated on pages 33, paragraphs A to B, that:

"In N.I.I.A. V. AYANFALU (2007) (SUPRA) it was held by this Court that the letter of employment must be resorted to in considering and determining the rights and obligations of the parties."

63.             Based on the arguments presented and the authorities mentioned, Exhibit C1, labeled "Letter of Appointment," was given to the claimant by the defendant at the time of hiring. This document outlines the terms and conditions of the employment, binding both parties to the employment contract. Counsel requests this court to recognize and uphold this submission.

64.             The learned counsel argues that Exhibit C1 is straightforward and unambiguous. According to established law, when interpreting documents, if the language used by the parties to define the terms is clear and unambiguous, the Court must interpret the operative words using their plain, ordinary, and literal grammatical meaning. He refers to DALEK (NIG) LTD v. OMPADEC (2007) LPELR-916 (SC) Pp 49 - 49 Paras E – F, where the Supreme Court Per Ogbuagu, JSC held that: "It is now settled that where the words of a contract agreement or document are clear, the operative words in it should be given their simple and ordinary grammatical meaning. See the case of Union Bank of Nigeria Ltd. v. Sax (Nig.) Ltd. & 2 Ors. (1994) 9 SCNJ 1, 8 NWLR (Pt. 361) 150."

65.             The learned counsel pointed out that the unresolved issue is whether the claimant's suspension was consistent with the employment terms and conditions agreed upon by both the claimant and the defendant. Exhibit C4 indicates that the claimant's suspension was based on the allegation of bringing in unpaid advertisements amounting to N5,178,734.00 (Five Million, One Hundred and Seventy-Eight Thousand, Seven Hundred and Thirty-Four Naira).

66.             Additionally, the defendant claims in Exhibit C4 that the difference between the claimant’s salary arrears, which they calculated to be N1,741,263.50 as of December 2015, and the unpaid advertisement arrears is N3,437,470.50. They argue that as a business entity, they cannot simply stand by and allow the unpaid advertisements to become bad debt. Consequently, the claimant's employment was suspended by the defendant until he could recover the advertisement debts and deposit them into the defendant’s account.

67.             During cross-examination, the defendant's sole witness (DW1) conceded that Exhibit C1 lacks any clause indicating that the claimant is responsible for recovering advertisement debts for the defendant’s company. Additionally, DW1 acknowledged that Exhibit C1 does not include any provision stating that if the claimant fails to recover debts on behalf of the defendant’s company, his salary would be used to settle those debts. These were DW1's precise words:

Q – Exhibit C1 does not contain any clause which is to the effect that it is the duty of the claimant to recover advert debts for the defendant?

DW1 – No, but he was employed as a senior correspondent, his duties are to gather reports and submit for publications, if in the course of his job, he obtains adverts he sends them to me and I publish, he is the person that knows the client and has the responsibility of collecting.

Q – Exhibit C1 does not contain any clause to the effect that where the claimant fails to recover debts on behalf of the defendant, his salaries would be used to satisfy the said debt?

DW1 – NO

68.             The principle of law is well-established that facts which are admitted do not require further proof. The Court of Appeal, per Adefope-Okojie, JCA, in the case of ABDULSALAMI v. AFRICAN PETROLEUM & ORS (2019) LPELR – 51796 (CA) P. 17, Paras. A – B, reaffirmed this principle: The legal position is clear that admitted facts need not be proven, and the Court is expected to base its actions on such admissions – Atanda v. Iliasu (2013) 6 NWLR Part 1351 Page 529 at 551 Para A Per Ogunbiyi JSC; Emeka Okoroafor (2017) 11 NWLR Part 1577 Page 410 at 513 Para G – H Eko JSC..

69.             The counsel argues that the evidence, as corroborated by DW1, clearly demonstrates that suspending the claimant's employment and withholding his salaries to cover the outstanding advertisement debt brought to the defendant's company through the claimant is a clear violation of the terms and conditions of the claimant's employment.

70.             Moreover, based on the language of Exhibit C4, the claimant's suspension was for an unspecified duration. This was further corroborated by the sole witness for the defendant (DW1) during cross-examination. These were his precise words:

Q – The Claimant’s employment with the Defendant was suspended on the 7th day of March, 2016?

DW1 – YES

Q – Till this very moment, the suspension of the Claimant’s employment has not been lifted by the Defendant?

DW1 – YES

Q – As it stands today, the Claimant is a suspended staff of the Defendant?

DW1 – YES

71.             In the case of CITY CENTRAL GROUP OF COMPANIES LTD v. EZE (2021) LPELR-55725 (CA) as articulated by the Court of Appeal through Justice Affen, JCA, on pages 40 to 41, paragraphs D to C, which bears similarities to the current case, the court concluded that since the right to suspend the respondent was not stipulated in the employment terms and conditions, the respondent's indefinite suspension was deemed unlawful, null, and void. The esteemed Court's decision is presented below:

"What I cannot escape to notice is that Exhibit A1 did not make any provision for suspension. To the extent that the right to suspend an employee is not an implied term of an employment contact at common law, and we are here confronted with an employment without statutory flavour, it would seem that placing the Respondent on indefinite suspension in the manner the Appellant did vide Exhibit D in the absence of any such provision in Exhibit A1 is unlawful; and even if the said indefinite suspension was a necessary step taken in the interest of the Appellant's business, it is certainly not a diminution of the rights of the Respondent under the law [see LONGE v FBN PLC supra] and the Appellant is obligated to pay his wages. This being so, the lower Court cannot be faulted for declaring the indefinite suspension as unlawful and adjudging the Respondent entitled to his salaries for the duration of the suspension. See UFONDU v ACB supra and PIUS UKOHA & ANOR v CLEMENT OSILAMA (2016) LPELR-42936(CA)." (underlining ours for emphasis).

72.             On when the termination of employment be said to be proper and when it can be said to be improper, the Supreme Court Per Lawal Garba, JSC in DANGOTE CEMENT PLC. v. AGER & ANOR (2024) LPELR-61800 (SC) Pp 30 - 3 Paras D – D, held as follows:

"By their contract therefore, the Appellant, as an employer, has/had the requisite power and authority to lawfully terminate the employment of the Respondents without any stated reason/s; whether disciplinary or otherwise, so long as the requisite notice of payment in lieu thereof, was given or made. Where that is done, then the termination becomes proper, valid and lawful under the terms and conditions freely agreed to in the contract entered into by the Appellant and the Respondents to govern and regulate their relationship while it lasted. Termination of employment can only be said to be wrongful when it was done in breach or violation of or in a manner not contemplated by the agreed terms and conditions set out either in the contract of the employment entered into by the parties, or contrary to or not in compliance with the relevant statutory provisions governing the employment with statutory flavor. Gbedu v. Itie (2020) 3 NWLR (pt. 1710) 104 (SC), Morohunfola v. Kwara State College of Technology (1990) 4 NWLR (pt. 145) 506 at 579, Katto v. CBN (1999) 6 NWLR (607) 390 (SC), Amodu v. Amode (1990) 5 NWLR 5 NWLR (pt. 150) 356 (SC), Iwuchukwu v. Nwizu (1994) 7 NWLR (pt. 357) 357 at 412 (SC), Umera v. N.R.C. (2022) 10 NWLR (pt. 1838) 349 (SC)." (underlining ours for emphasis).

73.             Based on the arguments presented and the previously mentioned authorities, the counsel argues that the claimant’s suspension and the withholding of his salary arrears to cover the unpaid advertisement debt are illegal, null, and void, as they are not stipulated under the terms and conditions of the claimant’s employment. He urges the court to recognize and uphold this position.

74.             In addition to the allegation of unpaid advertisement debts cited in Exhibit C4 as the sole reason for the claimant's suspension, further surprising allegations were made in paragraphs 3 v, vi, vii, viii, ix, xi, xii, and xii of the DW1 witness's Statement on Oath. It was claimed in these paragraphs that the claimant chose to rent his own office and engaged in unauthorized marketing in Plateau State, asserting that he was entitled to 25% of any amount paid by his clients for advertisements. Furthermore, it was alleged that the claimant collected money directly from clients and remitted it to the defendant according to his own discretion.

75.             It is additionally claimed that the claimant positioned himself as an independent marketing agent, operating from a private office and imposing a 25% commission. It is alleged that he collected money from clients and deposited it into the defendant's bank account at his discretion. Furthermore, it is asserted that the claimant abandoned his role as an employee, instead acting as an independent contractor, working on commission, and remitting a portion to the defendant after deducting his commission.

76.             Furthermore, it is claimed that the debt owed by the Plateau State Government is not a liability of the defendant as a corporate entity, but rather a debt that the claimant is obligated to collect and remit to the defendant on a commission basis.

77.             The claimant’s counsel contends that during cross-examination, DW1 conceded that there was never an instance when the defendant accused or found the claimant at fault for supposedly participating in unauthorized marketing or for having his own office in Plateau State. These were DW1's precise words:

Q –      Look at Exhibit C4, the claimant was not suspended for allegedly engaging in unauthorized marketing or renting his own office space in Plateau State, was he?

DW1 – NO

Q – He was at no time queried for same?

DW1 – YES

78.             Regarding the allegation that the claimant acted as an independent marketing agent with his own office and a self-imposed 25% commission, and that he collected funds from clients and deposited them into the defendant's bank account at his discretion, the learned counsel points out that DW1 confirmed to the Court that since the claimant's employment, he has been entitled to a 25% commission on advertisements he brings to the Defendant's Company. It was also confirmed that the defendant never traced any unpaid advertisement debts to the claimant's account, nor was the claimant ever accused of fraud by the defendant. These were the exact words:

Q – Exhibit C5 was prepared by the defendant?

DW1 – Yes

Q – From Exhibit C5, there is a column less 25%, the said 25% is the claimant’s share of the adverts he attracts for the company?

DW1 – YES

Q – The claimant has always been entitled to the said 25% for all adverts he attracts to the defendant’s Newspaper since the year 2012 he was employed?

DW1 – YES

79.             Based on the responses obtained from DW1, it becomes evident that the claims made in paragraphs 3 v, vi, vii, viii, ix, xi, xii, and xiii of DW1's witness statement on oath are fabricated and untrue. Consequently, the learned counsel requests the court to recognize this and dismiss those allegations.

80.             He ultimately requests that this court decide on issue 1 in favor of the claimant and against the defendant.

81.             In his combined arguments on issues 2 and 3, the claimant's counsel requested a determination on whether the claimant is entitled to the salary arrears owed by the defendant and whether, based on the entirety of the evidence presented in this case, the claimant is entitled to the reliefs sought.

82.             It is well-established that an employer, like the defendant in this case, is obligated to pay its employee's salaries and emoluments on time. Exhibit C1, labeled "Letter of Appointment," clearly specifies the gross annual salary that the claimant is entitled to. This gross annual salary is N840,000.00 (Eight Hundred and Forty Thousand Naira), which equates to a monthly salary of N70,000.00 (Seventy Thousand Naira). The details are as follows:

Basic Salary -           300,000.00

Housing                   -           156,000.00

Transport                -           132,000.00

Medical                     -           108,000.00

Meal                          -           72,000.00

Utility                                    -           72,000.00

83.                           On May 30, 2013, due to the claimant's dedication, perseverance, and contributions to the growth of the defendant's company, the claimant's salary was raised to N80,000.00 (Eighty Thousand Naira only) per month, as indicated in an internal memo (Exhibit C3) from the defendant's parent company. Following this increase, the claimant's net pay became N79,148.75 (Seventy-Nine Thousand, One Hundred and Forty-Eight Naira and Seventy-Five Kobo).

84.             The undisputed evidence on record indicates that the defendant failed or neglected to pay the claimant’s monthly salaries from March 2014 until March 7, 2016, when the claimant was suspended. This amounts to a total of 23 months. The total outstanding salaries owed to the claimant for this period is N1,820,421.25 (One Million, Eight Hundred and Forty Thousand Naira Only).

85.             Counsel strongly argues that, in addition to the amount of N1,820,421.25 (One Million, Eight Hundred and Forty Thousand Naira Only), the defendant owes the claimant a monthly salary of N79,148.75 (Seventy-Nine Thousand, One Hundred and Forty-Eight Naira and Seventy-Five Kobo) from the date of his wrongful suspension in March 2016 until the judgment is rendered in this case.

86.             He further argues that the claimant is entitled to N2,000,000.00 (Two Million Naira) as general damages for breach of contract, as well as a solicitor's fee of N200,000.00, as evidenced by Exhibit C9. It is an established legal principle that general damages are presumed by law to naturally result from the wrongdoing in question. These are damages that the court will grant based on the specifics of a case, without a specific measure to quantify the award, relying instead on the presumed ordinary expectations of a reasonable person - YALAJU-AMAYE v. ASSOCIATED REGISTERED ENGINEERING CONTRACTORS LTD. & ORS (1990) LPELR-3511 (SC) Pp 47 – 47 Paras B – E.

87.             In conclusion, the claimant's counsel respectfully requests that the court rule in favor of the claimant and against the defendant, granting judgment based on the claims presented.

COURT’S DECISION:

88.             I thoroughly examined all the documents submitted by both parties in this case and evaluated the evidence provided by their witnesses during their open court testimonies. Based on the parties’ counsels’ arguments and submissions before me, I am confident that the following issues are pertinent for the fair resolution of this matter. They are:

                                      i.      Whether the claimant is entitled to the declaration of his monthly salary and payment of outstanding salary arrears.

                                   ii.      Whether the claimant’s suspension is justified.

                                 iii.      Whether the claimant is entitled to general damages for breach of contract.

                                 iv.      Whether the defendant’s counterclaim for unpaid advertisement debts is substantiated.

89.             Again, the claimant initiated this suit on February 2, 2018, seeking the following reliefs:

                                      i.      A declaration that his monthly salary is N79,148.75.

                                   ii.      An order for the payment of accumulated salary arrears from when it was stopped till judgment.

                                 iii.      General damages of N2,000,000.00 for breach of contract.

                                 iv.      Solicitor's fees incurred.

                                    v.      Interest on the judgment sum.

90.             Conversely, the defendant filed a counterclaim, asserting that the claimant was liable for unpaid advertisement debts amounting to N3,710,869.74, and sought recovery of this sum.

Claims and Counterclaims:

Claimant’s Position:

91.             The claimant contends that he duly performed his contractual obligations and that the suspension imposed by the defendant was unwarranted. He maintains that there was no contractual duty for him to recover advertisement debts and that the suspension violated his employment terms. Furthermore, he asserts that he was owed salary arrears for 23 months due to non-payment by the defendant.

Defendant’s Position:

92.             The defendant argues that the claimant acted outside his scope of duties by engaging in unauthorized marketing activities, thereby incurring debts for unpaid advertisements. They assert that the suspension was lawful under the circumstances and that the claimant should not receive salaries for the suspension period. The defendant seeks to recover the alleged debts from the claimant.

Evidence and Testimonies

93.             During the proceedings, the court heard testimonies from both parties. The claimant provided evidence of his employment contract and salary history, demonstrating that he was owed wages. The defendant presented records purporting to show unpaid advertisements linked to the claimant’s activities.

94.             It is important to highlight that even though the defendant's counsel initially indicated an intention to object to the submission of various newspaper clippings presented by the claimant as exhibits 6 (1 to 8 series), he did not pursue this objection in his final written address. Consequently, any objections regarding the submission of the claimant's documents are considered abandoned.

95.             Additionally, the claimant argued in response to the counterclaim that the defendant's counterclaim was statute-barred. However, the claimant’s counsel did not present or argue this point in their final address, nor was any evidence provided during the trial to support this argument. Therefore, the court will consider this issue as abandoned.

96.             It is also important to note that the claimant’s counsel, representing the defendant in the counterclaim, did not present any final arguments in his defense against the cross action. It is therefore safe to assume that he does not challenge the submissions made by the counterclaimant’s lawyer.

Issue 1: Entitlement to Salary and Arrears

97.             The claimant’s letter of employment dated 9/1/2012, which was tendered as exhibit C1, explicitly states his gross annual salary as N840,000.00 which is N70,000.00 per month. Of course, the employment relationship created between them is one of a master/servant. It is undisputed that the claimant was in fact paid N79,148.75 per month from 2013 until March 2014 when the defendant stopped paying him. According to the evidence initially provided by the claimant, he was not paid his salary for 23 months, accruing arrears of N1,820,421.25.

98.             Interestingly, the defendant does not dispute the non-payment issue. According to the defendant, the claimant's salary was halted starting in 2014 because of debts the claimant accrued by failing to remit funds for advertisements placed by certain clients, particularly the Plateau State Government, during the years 2012, 2013, and 2014.

99.             A declaratory relief cannot be granted merely by requesting it; the claimant must prove his entitlement, even if the defendant admits to it, as noted in AYANRU V. MANDILAS Ltd. (2007) 10 NWLR (PART 1043) 462. The claimant's burden is reduced when there is an admission. In this case, the defendant does not dispute that the claimant received N79,148.75 from 2013 and also does not contest that salary payments to the claimant ceased from mid-2014 onward. This is also backed by the fact that exhibits C1 and C2 clearly indicate the existence of a valid contract of employment between the parties.

100.        In any case, failing, refusing, and or neglecting to pay salaries constitutes a breach of an employment contract. In GATEWAY BANK OF NIG PLC V. ABOSEDE (2001) JELR 52888 (CA), it was determined that the employment contract between the parties was a straightforward personal service contract, and not paying salaries breached this contract's terms. Additionally, in NNACHI OKORO V. ODENGENE AIR SHUTTLE SERVICES Ltd. (2020) JELR 91432 (NICN), it was ruled that the claimant deserved to receive his outstanding salaries, even though the contract did not specify a payment schedule, which made the defendant's irregular payments not a breach. Nonetheless, this underscores that non-payment of salaries is a breach of an employment contract, resulting in legal ramifications.

101.        The claimant raised the question of whether he is entitled to receive his salaries up to the judgment date. This is straightforward to resolve, given the defendant's admission that the claimant remains their employee to this day. Essentially, the defendant acknowledges that neither party has terminated the contractual relationship. Parties are bound by the contracts they establish, and courts cannot alter or modify any part of these contracts, even if they wish to, as established in MINAJ HOLDINGS Ltd. V. ASSET MANAGEMENT CORPORATION OF NIGERIA (2015) JELR 42270 (CA).

102.         This court has emphasized the principle that an employer cannot withhold an employee’s salary without just cause. In the absence of evidence showing justification for non-payment, the defendant’s actions contravene Section 15 of the Labour Act 2004, which mandates timely payment of wages.

103.        Section 15 cited above pertains to the periodicity of payment of wages generally. It provides that wages shall become due and payable at the end of each period for which the contract expressed to subsist (daily, weekly, or at such other period as may be agreed upon) provided that where the period is more than one month, the wages become due and payable at intervals not exceeding one month.

104.        It is improper for a defendant to deliberately withhold an employee's salary beyond a month, especially when the employment contract specifies that the employee should receive a certain amount of salary each month.

105.        Given that both parties concur that the employment relationship is still ongoing, the court believes that the claimant is entitled to his unpaid salaries from 2014 to the present.

106.        Therefore, through a straightforward arithmetic calculation, from March 2014 to February 2025, there are 131 months. This means the claimant's unpaid salaries, at N79,148.75 per month, total N10,368,486.20. The defendant is liable to pay the said sum within 30 days of this judgment to the claimant, and I so hold – see GLOBE MOTORS HOLDINGS NIG Ltd. V. OYEWOLE (2022) LPELR – 56856 (CA); VICTOR AJUZIOGU V. SMART MARK Ltd. (unreported) NICN/LA/398/2016.  

107.        Reliefs 1 and 2 of the claimant’s claims are hereby granted as prayed.

Issue 2: Lawfulness of Suspension

108.        Even though the parties' counsel did not specifically address this issue in their final written submissions, it is important for the court to consider the legality of the claimant’s suspension by the defendant in this judgment. The legality of an employee's suspension depends on following proper procedures and the terms outlined in the employment contract. The defendant claims that the claimant's involvement in unauthorized marketing activities justified his suspension. However, the claimant's contract did not include debt recovery as a responsibility, nor did it permit suspension without following due process.

109.        The court refers to the case of Longe v. First Bank of Nigeria Plc [2010] 6 NWLR (Pt. 1189) 1, where the Supreme Court held that an employer must comply with the terms of the contract and principles of natural justice before suspending an employee. The defendant failed to demonstrate that such procedures were followed.

110.        Upon thoroughly reviewing the employment letter, I find no clause granting the defendant the authority to suspend or indefinitely suspend the claimant for the purpose of recovering any debts from him. The defendant's actions effectively strip the claimant of his livelihood and his ability to fulfill his financial and family obligations. It constitutes an unfair labor practice for an employer to withhold an employee's salaries and allowances under the pretense of deducting debts owed to the employer. In fact, in the case of UBA V. ORANUBA (2014) 2 NWLR (PART 1390) 1 at 22, the court criticized an employer for suspending an employee and reducing his salary by half.

“So long as suspension is not termination, the employee’s employment remains alive even when placed on suspension to facilitate unfettered investigation into the allegations against him. Thus, he cannot be denied his entitlement, even on half salary”.

See also the case of DADA JAMES V DEE-PEE GLOBAL PACKAGING Ltd. (unreported) suit no. NICN/IB/31/2022 judgment delivered per Dele Peters, J on 13/1/2025.

111.        The suspension of the claimant was unlawful, as it contravened both the contractual terms and principles of fair hearing – see the recent case of GODWIN SAMUEL V VITAFOAM NIG PLC AND ANOR (unreported) suit no. NICN/JOS/14/2020 JUDGMENT DELIVERED ON 20/2/2025.

112.        Given the master-servant nature of the relationship, there's an assumption that the prolonged suspension imposed on the claimant by the defendant indicates a repudiation of their relationship. The court can conclude this based on the principle that a servant cannot be forced upon an unwilling master. Although the claimant has not explicitly requested termination of the employment relationship, there is sufficient justification for the court to declare the indefinite suspension unlawful and thus dissolve the employment relationship immediately. Therefore, the court terminates the employment relationship between the parties, and I affirm this decision.

Issue 3: Entitlement to General Damages

113.        General damages are awarded to compensate for loss and suffering caused by a breach of contract. The unlawful suspension and non-payment of salaries caused significant inconvenience and financial hardship to the claimant. In British Airways v. Makanjuola [1993] 8 NWLR (Pt. 311) 276, it was held that general damages are compensatory and at the discretion of the court.

114.        Given that the claimant has already been awarded the arrears of his unpaid salaries, this court will not grant general damages against the defendant. Awarding both would result in double compensation, which the court does not approve of. Therefore, the claimant’s request for relief 3 is denied.

115.        Relief 4 which is for solicitor’s cost of N200,000.00, is hereby granted.

Issue 4: Validity of Defendant’s Counterclaim

116.        In assessing the validity of the defendant’s counterclaim in the case between these parties, the court evaluated exhibit C4 which is a letter addressed to the claimant dated 7/3/2016 and the response letter from the claimant dated 7/4/2016, exhibit D2.

117.        The counterclaimant bases its claim on these exhibits, asserting that the defendant, functioning as an independent contractor and agent, is tasked with obtaining advertisements from diverse clients, primarily the Plateau State Government, and is indebted to  them in the amount of N3,437,470.50.

118.        The letter dated March 7, 2016 (exhibit C4) which is titled “Unpaid Advert Debt – Suspension of Engagement”, clarifies that it was issued when it was found that he (the defendant), had brought unpaid advertisements totaling N5,178,734.00 at that time. Since he was owed salaries amounting to N1,741,236.50, this amount would be deducted from the total debt, leaving a balance of N3,437,470.50 for the defendant to pay, as indicated in exhibit C4. It is intriguing to observe that the letter also mentions the discouraging discovery, particularly because the defendant made no effort to recover the debt or officially notify the counterclaiming company about it. The letter includes a table that outlines how the debt accumulated, providing details such as the dates the advertisements were placed, their sizes, the cost for each advertisement, a column for a 25% deduction, and the clients involved.

119.        The response letter dated April 7, 2016 (exhibit D2), indicates that the defendant acknowledged the State Government's debt to the counter claimant through him, noting that this situation was not unique to them, as other news media outlets in the State of Plateau were also owed by the government.

120.        It was noted that despite persistent pressure on the government, there had been no impact. The letter also mentioned that declining business fortunes were deteriorating due to the government's lack of patronage, resulting from the debts owed.

121.        The exhibit suggests that the debt breakdown was incorrect and failed to accurately reflect the legitimate claims. It was noted that Mr. Leke Adelere, who was the Advert and Business Development Manager for the counter claimant at the time, visited the defendant. During this visit, the defendant demonstrated, using teller and voucher presentations, that he had remitted N1,417,500.00 on August 1, 2013.

122.        The defendant quoted some of the clients who owed the counter claimant as follows:

                                      i.      Government House – one page – 20/11/2014 - N542,016.00

                                   ii.      Ministry of Justice – 6 minus 3 pages –        N945,000.00

                                 iii.      Ministry of Justice – half page color – N336,000.00

                                 iv.      PL/S MDGs – Quarter page – N113,000.00 = N1,936,016.00

123.        There is no explicit document indicating an agency relationship between the parties. Nevertheless, from the two documents provided, it can be deduced that an implied agency relationship exists, where the defendant secures advertisements for the counterclaimant's newspaper establishment and receives a 25% commission on each advertisement. This relationship likely began with the inception of the employment relationship. Consequently, the implied agency should be considered part of the employment contract, encompassing the defendant's responsibilities on behalf of the counterclaimant.

124.        This assumption is reasonable because, had the counterclaimant recovered all the alleged debts from the clients, 25% of each amount collected would have been given to the defendant, according to exhibits C4 and D2.

125.        It is also reasonable to assume that when an advertisement is to be published, the counterclaimant decides what content appears in its newspaper. The defendant does not have the authority to determine whether an advertisement should be published. Therefore, if the counterclaimant risks publishing advertisements secured by the defendant without first collecting payments, it raises the question of why the defendant should be held responsible for the debt. Furthermore, no such clause exists in any employment contract, so even if the court were to infer an agency relationship, without clear terms, it is impossible to ascertain who is accountable for the debts incurred after the advertisements were published.

126.        Overall, without clear terms or evidence of an agency relationship, the responsibility for unpaid advertisement debts does not automatically fall on the defendant. This is why it is important for parties in this sort of relationship to adhere to the contractual and legal framework governing employment relationships.

127.        A claimant's success depends on the strength of their own case, not on the weaknesses of the defense. It is irrelevant if the defendant did not present a stronger defense than the counterclaimant. In the case of MTN (NIG) COMM. LTD V. INV. LTD. (2015) 7 NWLR (PT. 1459) 437 AT 474, PARAS. D-E, it was emphasized that reliefs in a case are not granted on mere allegations or illogical reasoning; they must be based on substantial facts supported by evidence that substantiates the claim before the court. Additionally, the principle is reiterated in the case of AYANRU V. MANDILAS Ltd. (2007) 10 NWLR (PART 1043) 462, where it was noted that a declaratory relief cannot be granted merely by requesting it; the claimant must prove their entitlement, even if the defendant admits to it.

128.        Consequently, I find no grounds to uphold the counterclaim, as it has not been adequately substantiated against the defendant. Therefore, the counterclaim is dismissed. The counterclaimant can recover its funds from the clients who owe it, retaining the 25% intended for the defendant.

129.        In summary, to eliminate any uncertainty, the claimant's case is successful, and reliefs 1, 2, 4, and 5 are granted as requested. The court terminates the employment relationship, as the indefinite suspension of the claimant suggests that the defendant no longer needs the claimant's services. The awarded judgment amount must be paid within 30 days from the date of this judgment; otherwise, a 10% annual interest will apply to the judgment debt until it is fully settled.

130.        Judgment is entered accordingly.

Delivered in Jos this 25TH day of February 2025

 

Hon. Justice I.S. Galadima,

Judge

 

 

 

 

 

 

 

 

 

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