IN THE NATIONAL INDUSTRIAL COURT OF NIGERIA

IN THE LAGOS JUDICIAL DIVISION

HOLDEN AT LAGOS

 

BEFORE HIS LORDSHIP, HON. JUSTICE IKECHI GERALD NWENEKA

 

Date: Monday, 9th March 2026                                SUIT NO. NICN/LA/399/2022

 

BETWEEN

 

MRS. OLUYEMI OBADARE                              …                                CLAIMANT

 

AND                                                    

 

NIGERIAN EXCHANGE LIMITED                  …                                DEFENDANT

                                      

JUDGMENT

 

The claim

 

1.        The Claimant initiated this suit on 19th October 2022, and in her third amended statement of facts dated 27th August 2025, but filed on 3rd September 2025, she sought the following reliefs:

 

a.      Bonus payout in the sum of N7, 000, 000 (seven million naira) due to the Claimant as the Defendant’s Head, Information Security and Business Continuity from March 2021 to September 2021.

 

b.     Bonus payout in the sum of N3,000,000 due to the Claimant as the Defendant’s acting Chief Risk Officer from September 2021 to April 2022.

 

c.      Six months’ salary in lieu of notice in the sum of N6,645, 924.54 (six million, six hundred and forty-five thousand, nine hundred and twenty-four naira, fifty-four kobo).

 

d.     Order of specific performance directing the inclusion of a clause acknowledging the Claimant’s contribution (N5,995,000) to the purchase of the status car in the vehicle purchase agreement.

 

e.      Order of specific performance arrogating the work of the Claimant to the Business Continuity Management Team, not the Business Continuity Steering Committee (BCSC), in line with the rulebook and responsibilities within Business Continuity Management practice in the LBS Case Study – Nigerian Exchange Group; Riding the Tides.

 

f.        Sum of N20,000,000 as damages for unlawful withholding of the Claimant’s benefits since April 2022.

 

g.      Post-judgment interest at the prevalent Central Bank of Nigeria’s rate.

 

h.     Consequential orders that this Honourable Court may deem fit to grant in the circumstances.

 

Counterclaim

 

2.        After receiving the originating process, the Defendant submitted a conditional memorandum of appearance, a statement of defence, and a counterclaim, along with a motion on notice to regularise the processes on 11th January 2023. The Defendant counterclaimed against the Claimant for:

 

a.      A declaration that the Counterclaimant has a right to immediately set off the sum of ?12,914,334.34 (twelve million, nine hundred and fourteen thousand, three hundred and thirty-four naira, thirty-four kobo), being the agreed purchase price of the status vehicle from the exit benefits of the Defendant to counterclaim.

 

b.     A declaration that the exit benefits of the Defendant to counterclaim be deemed paid by setting off the sum of ?12,914,334.34 (twelve million, nine hundred and fourteen thousand, three hundred and thirty-four naira, thirty-four kobo) being the Defendant to the counterclaim’s outstanding debt to the Defendant less the sum of ?5,995,000.00 (five million nine hundred and ninety five thousand naira) which the Counterclaimant (sic, Claimant) contributed to the purchase of the status car and the 20% write-off which the Defendant magnanimously approved of the Net Book Value) of the status vehicle from her final entitlement in the sum of ?6,610,966.44 (six million, six hundred and ten thousand, nine hundred and sixty- six naira, forty-four kobo).

 

c.      An order directing the Defendant to counterclaim to pay the sum of ?6,303,367.90 (six million, three hundred and three thousand, three hundred and sixty-seven naira, ninety kobo), being the outstanding sum on the purchase of the status car after the application of the Claimant’s exit benefits to set off part of the vehicle purchase price.

 

d.     An order directing the Defendant to counterclaim to pay the sum of ?10,000,000.00 (ten million naira), being solicitors’ fees.

 

e.      Cost of this action.

 

f.        And for such further order or other orders as this Court may deem fit to make in the circumstances of this case.

 

Brief history of the case

 

3.        The memorandum of appearance, statement of defence, and counterclaim were deemed properly filed and served on 9th March 2023. The Claimant filed a reply to the statement of defence and a defence to the counterclaim on 28th March 2023. By an order of the Court made on 9th March 2023, the Claimant was granted leave to amend her statement of facts and sworn statement, which were filed on 28th March 2023. Subsequently, the Claimant filed a second amended statement of facts, dated 29th November 2023, pursuant to a Court order made on 12th October 2023. Additionally, in accordance with a Court order made on 22nd October 2025, the Claimant’s third amended statement of facts, dated 27th August 2025 but filed on 3rd September 2025, was deemed properly filed and served.

 

4.        The trial commenced on 11th July 2023 and concluded on 12th October 2023. During this period, the Claimant adopted her two sworn statements, both dated 28th March 2023, and tendered 26 documents marked as Exhibits 1-26 before being cross-examined. Exhibit D1 was tendered by the Defendant’s counsel through the Claimant during cross-examination. Following this, the suit was adjourned to 12th October 2023 for the defence. At the resumed hearing on 12th October 2023, Ademola Adebayo, the Defendant’s Chief Human Resources Officer, testified and tendered 14 documents marked as Exhibits D2-D14, subject to the Claimant’s right to object to admissibility in the final written address. He was then cross-examined and re-examined. The suit was subsequently adjourned to 4th December 2023 for the adoption of final written addresses and then to 1st February 2024. After several adjournments, the hearing resumed on 29th October 2024, during which the Claimant's evidence continued. She adopted her sworn statement dated 10th January 2024 as further evidence and tendered three additional documents marked as Exhibits 27, 28, and 29, subject to the Defendant's right to object to the admissibility of Exhibits 27 and 29 in the final written address. She was then cross-examined. The suit was adjourned to 5th February 2025 to adopt final written addresses. However, on 22nd January 2025, the Defendant was granted leave to recall its witness, and the suit was adjourned to 11th March 2025 to continue the trial. At the resumed hearing on 11th March 2025, the Defendant’s witness provided further evidence but was not cross-examined. The suit was then adjourned to adopt final written addresses. The parties exchanged their final written addresses, which were adopted on 9th December 2025, and the matter was set down for judgment.

 

Brief facts of the case

 

5.        The Claimant was employed as a Business Continuity Manager in the Defendant’s Information Security Department, as outlined in her letter of employment dated 27th May 2014. During her tenure, she advanced through the ranks. The Claimant asserts that she was solely responsible for developing and establishing the Business Continuity procedural plans for the Defendant and contributed to the formation of the Nigerian Exchange Group. She claims that the BCSC team lacked the capacity to create Business Continuity and IT disaster recovery plans that were in compliance with the Rule Book. Upon her termination due to redundancy, the Defendant increased her terminal benefits to six months’ salary in lieu of notice and wrote off 20% of the net book value of the status car assigned to her. The Claimant states that the Defendant paid her N17,000,000 (seventeen million naira) for the status car, and she added N5,995,000 from her own funds to purchase a 2020 Honda CRV, which was valued at N22,000,000. The Claimant valued the status car at N12,914,334.34, after deducting the N5,995,000 and accounting for the 20% write-off of its net book value. She contends that her entitlements remain unpaid despite her involuntary exit. The Defendant has responded to the Claimant’s assertions in its statement of defence and has counterclaimed against her.

 

Summary of final written addresses

 

6.        The learned counsel for the Claimant nominated five issues for determination in the final written address dated and filed on 30th October 2025:

 

a.      Whether or not the Claimant is entitled to a bonus payout as the Defendant’s Head, Information Security and Business Continuity, and as the Defendant’s acting Chief Risk Officer?

 

b.     Whether or not the Claimant is entitled to an order of specific performance directing the inclusion of a clause acknowledging her contribution of N5,995,000 to the purchase of the status car in the vehicle purchase agreement?

 

c.      Whether or not the Claimant is entitled to an order of specific performance assigning her work to the Business Continuity Management Team, rather than the Business Continuity Steering Committee (BCSC), in accordance with the rulebook and responsibilities within Business Continuity Management practice?

 

d.     Whether or not the Claimant is entitled to six months' salary in lieu of notice in the sum of N6,645,924.54?

 

e.      Whether or not the Claimant is entitled to the sum of N20,000,000 as damages for the unlawful withholding of her benefits since April 2022.

 

7.        On the first issue, the learned counsel argued that, based on the combination of the employment contract and the performance incentive scheme policy of the Defendant, the Claimant is entitled to a bonus payout. Counsel asserts that the Claimant has successfully advanced through various ranks and has performed exceptionally in her tasks. Referring to paragraphs 2.1, 7.8, and 7.3 of Exhibit 28, counsel reviewed the Claimant’s evidence and asserts that the Claimant has fulfilled the pre-conditions for eligibility for the bonus payout, as demonstrated by Exhibit 27. As a result, she is entitled to receive the bonus. In support of this argument, the case of Dangote Cement Plc v. Ager [2024] 10 NWLR (Pt 1945) was cited. Counsel further contends that the Defendant’s refusal to pay the Claimant’s entitlements before her exit constitutes a violation of principles of fairness and good faith, referencing Section 11[7] of the Labour Act. Additionally, it was noted that the evidence provided by the Defendant regarding the payment of the bonus is inconsistent, with the case of Robert v. I.G.P [2021] 7 NWLR (Pt 1775) 268 cited in support. Counsel summarised the Claimant’s evidence based on Exhibit 29, asserting its admissibility under Sections 13 and 89(c) of the Evidence Act, 2011 (as amended) [“the Evidence Act”]. It was argued that it is improper for the Defendant to withhold the Claimant’s bonus, relying on Ulegede v. The Military Administrator of Benue State [2001] 2 NWLR (Pt 696) 73 at 91. Lastly, counsel referred to Exhibits 28 and 29, as well as the letter dated 1st August 2022, and argued that the Defendant is estopped, per Section 169 of the Evidence Act, from denying its obligation to pay the bonus. Therefore, counsel concludes that the Claimant has demonstrated her entitlement to the bonus.

 

8.        In addressing the second issue, the learned counsel summarised the Claimant's evidence regarding the purchase of the status car and argued that the Claimant has established her entitlement to relief four. The counsel equated the Defendant's refusal to acknowledge the Claimant's contribution to the car purchase in the agreement to unjust enrichment, citing Uzoukwu v. Idika [2022] 3 NWLR (Pt 1818) 403 and Anyaoha v. Obioha [2014] 6 NWLR (Pt 1404) 445. Therefore, the counsel submitted that the Claimant has proven her entitlement to the claim by making financial contributions, citing the case of Bioku Inv. Property Co. Ltd v. Light Machine Ind. [Nig.] Ltd [1986] 5 NWLR (Pt 39) 42, and urged the Court to grant the claim. In arguing the third issue, the learned counsel summarised the Claimant's evidence regarding her contributions and the role she played in establishing and developing the Business Continuity and Disaster Recovery Plans for the Defendant prior to the formation of the Business Continuity Steering Committee (BCSC). The counsel asserted that, because documentary evidence is the most reliable form of proof, the Defendant's acknowledgment in the crisis management manual constitutes evidence of the Claimant's involvement in creating the BCSC. The counsel further noted that while the Defendant credited different members of the BCSC with creating the Business Continuity and Disaster Recovery Plans, this attribution lacks supporting evidence. Therefore, the learned counsel contended that the Claimant has demonstrated that she was solely responsible for the development of the Business Continuity and Disaster Recovery Plans, urging the Court to recognise this contribution.

 

9.        In addressing the fourth issue, the learned counsel referenced the case of Chukwuma v. Shell Petroleum [1993] 4 NWLR (Pt 289) 512, arguing that when an employment contract specifies a notice period or a payment in lieu of notice, that term must be strictly followed. Counsel asserted that the Claimant is entitled to either notice of termination or payment of salary in lieu of notice. Furthermore, it was argued that the Defendant violated the employment contract by failing to pay the Claimant’s six months' basic salary as terminal benefits, citing Obanye v. Union Bank of Nigeria Plc [2018] 17 NWLR (Pt 1648) 375 in support. As a result, the learned counsel contended that, since this payment has become due, it is recoverable as a liquidated money demand, which is subject to grant once proven, relying on Capital Oil & Gas Ind. Ltd v. Oteri Holdings Ltd [2021] 1 NWLR (Pt 1758) 483, among other cases. The Court was therefore urged to grant the claim. On issue five, counsel referenced the case of British Airways v. Makanjuola [1993] 8 NWLR (Pt 311) 276, along with other precedents, to argue that the Claimant is entitled to an award of general damages. Counsel stated that the Claimant has sufficiently demonstrated the Defendant's breach of contract by failing to pay her benefits, which have been overdue since April 2022. The Court was urged to grant the Claimant’s claims and to dismiss the counterclaim.

 

10.     The learned senior counsel for the Defendant raised two issues for determination in the final written address dated 10th November 2025:   

 

a.      On the state of pleadings and evidence led in this case, whether the Claimant has successfully discharged the burden of proof placed on her to be entitled to reliefs sought.

b.     Whether the Defendant is entitled to the reliefs sought in the counterclaim.

 

Before discussing the issues, the learned senior counsel submitted that the burden of proof lies with the Claimant. An employee who asserts a breach of contract must provide evidence to support the claim, citing Katto v. CBN [1996] 6 NWLR (Pt 607) 390 and Morohunfola v. Kwara State College of Technology [1990] 4 NWLR (Pt 145) 506 as references.

 

11.     In addressing the first issue, the learned senior counsel argued that the Claimant has not demonstrated any entitlement to the reliefs sought. The counsel summarised the Claimant’s case and asserted that, in accordance with the principle of pleading, the Claimant has a duty to present evidence to support reliefs 1, 2, 5, and 6. Referring to the case of Stanbic IBTC Bank Plc v. LGC Ltd [2018] 10 NWLR (Pt 1626) 96 at 140, 159-160 and other relevant cases, the learned senior counsel contended that parties are bound by their pleadings and that if no evidence is provided to support the pleaded facts, those averments are deemed abandoned. In this case, the Claimant is required to present evidence to support her pleadings in order to be entitled to the reliefs sought, a duty that she did not fulfil, as established in Arambambi & Anor v. Advance Beverages Industries Ltd [2005] 12 SCNJ 331 and other cases. The learned senior counsel also pointed out that both parties agree that the Claimant’s employment was terminated on the grounds of redundancy. Regarding the issue of bonus payout, the counsel cited Order 3 Rule 12 of the National Industrial Court of Nigeria (Civil Procedure) Rules, 2017, and the unreported case of Ineh Monday Mgbeti v. Unity Bank Plc, Suit No. NICN/LA/98/2014, decided on 21st February 2017, and Skye Bank Plc v. Adegun Plc [2024] 15 NWLR (Pt 1960) 1, and submitted that the Claimant has not substantiated her claim for a monetary award, which falls under the category of special damages and must be specifically pleaded and proven. Furthermore, it was argued that the Claimant failed to identify and prove the specific provisions in her employment contract that entitle her to a bonus payout. In any case, it was noted that a bonus payout was not specified in the Claimant’s employment contract. The learned senior counsel referred to the unreported case of Ogbogbo Chiedu Patrick v. United Bank for Africa Plc, Suit No. NICN/PHC/17/2024, judgment delivered on 13th January 2025, and argued that the Claimant was unable to link Exhibits 27, 28, and 29 to her claim for a bonus payout. Drawing on the Defendant’s witness testimony under cross-examination, the learned senior counsel further argued that the Claimant has not established her entitlement to a bonus payout, thereby disqualifying her from reliefs 1 and 2. The Court was urged to rule in favour of the Defendant.

 

12.     Regarding the Claimant’s contribution to the purchase of the status car, the learned senior counsel stated that both parties agree on the Claimant’s contribution and the total amount contributed. This contribution was factored into the 20% write-off applied to the net book value of the status car, resulting in an agreed sum of N12,914,334.34. It was argued that if the parties did not agree on the Claimant’s contributions, the Court would be unable to issue the requested order, as doing so would interfere with the parties’ contractual rights. In relation to the Claimant’s involvement with the Business Continuity Management Team, the learned senior counsel argued that this claim contradicts the provisions outlined in the employment contract, Exhibit D2, which states that all work performed by the Claimant during employment is the property of the Defendant. Consequently, it was argued that the Claimant is not entitled to the fourth and fifth claims. The Court was urged to uphold this position.

 

13.     Regarding the issue of six months' salary in lieu of notice and exit benefits, the learned senior counsel argued that there is unchallenged documentary evidence, specifically Exhibit D6, indicating that the Claimant's final entitlement is N6,645,924.54 (six million, six hundred and forty-five thousand, nine hundred and twenty-four naira and fifty-four kobo). Since documentary evidence is considered the most reliable form of evidence, as it serves as a basis for assessing oral evidence, relying on Udeorah v. Nwakonobi [2003] 4 NWLR (Pt 811) 643, Exhibit D6 speaks for itself and remains unchallenged. The Court was urged to accept this argument. While agreeing with the decision in Chukwuma v. Shell B.P & Co. Ltd [1993] 4 NWLR (Pt 289) 512, which states that when a contract of service gives a party the right to terminate the contract by notice or payment of salary in lieu, and the latter course is chosen, the salary in lieu of notice must be paid contemporaneously with the termination of the contract; the learned senior counsel contended that this principle has been modified in Ikemba v. Pyrammidt Company Nig. Ltd [2021] LPELR-56145(CA) 26-27, where it was established that salary in lieu of notice does not need to be paid immediately upon termination of employment. Thus, while it was argued that salary in lieu of notice should ideally be paid at the point of termination, the non-payment in this case does not render the termination wrongful, especially as the payment was withheld due to the Claimant's refusal to either return the status car or pay the purchase price for it. The learned senior counsel referred to the Claimant’s testimony during cross-examination, stating that the Claimant’s exit benefits and the purchase of the status car were being considered together, and the parties intended to resolve the purchase of the status car before payment of the Claimant’s agreed benefits. Therefore, it was contended that the Defendant is not unlawfully withholding the Claimant’s exit benefits, referencing the unreported case of Haruna Ishola Salau v. Sterling Bank, Suit No. NICN/ABJ/36/2022, decided on 4th October 2023, by Hon. Justice O. O. Oyewumi (now JCA).

 

14.      Regarding the Claimant's claim for damages, it was argued that the Claimant failed to establish her case on a preponderance of evidence, and the Court was urged to rule accordingly. On the matter of post-judgment interest, it was submitted that such relief is only available to successful litigants as stipulated by law or the Rules of the Court. Citing Order 47 Rule 7 of the National Industrial Court of Nigeria (Civil Procedure) Rules, 2017, the learned senior counsel argued that the Court is authorised to grant a minimum post-judgment interest of 10%. Consequently, for the Court to grant a higher interest percentage, credible evidence must support it. The learned senior counsel referenced the case of Samello Invt. Ltd v. Nig. Interbank Settlement Plc [2019] LPELR-48852(CA) 21-22, urging the Court to deny the claim for 27% post-judgment interest for lack of evidence.

 

15.     In addressing the second issue, the learned senior counsel referenced his earlier submissions from paragraphs 5.1 to 5.36 of the Defendant’s final written address. He further argued that the right to set off and counterclaim is a legal remedy available to a Defendant, citing the case of General Tyres W.A. Ltd v. Spring Bank Plc [2010] LPELR-9067(CA). Additionally, the learned senior counsel pointed out that the Claimant admitted to receiving a status car from the Defendant, which is still in her possession and has not yet been paid for. According to the authority of Okereke v. The State [2016] LPELR-26059(SC), facts that are admitted do not require further proof and are considered established. Consequently, the learned senior counsel concluded that the Defendant is entitled to judgment for ?12,914,334.34 and urged the Court to hold so. Regarding solicitors’ fees, the learned senior counsel argued that because these fees fall under special damages, they must be specifically pleaded and proven. He referenced the authority of Agbalugo & Anor v. Izuakor [2017] LPELR-43289(CA) 55-56 and indicated that, based on Exhibits D13 and D14, the Defendant has satisfied this requirement, as the evidence remains unchallenged. Therefore, the Defendant is entitled to the claim for solicitors’ fees. The Court was urged to rule in favour of the Defendant, grant the counterclaim, and dismiss the claims made by the Claimant.

 

            Preliminary issue – admissibility of Exhibit 29

 

16.     The learned senior counsel objected to Exhibit 29, specifically in paragraphs 4.0 to 4.12 of the Defendant’s final written address. The objection is based on several grounds: the document is illegible, it lacks a proper foundation explaining why the original document was not submitted, the reasons for its redaction, and the absence of submission by the document's maker. Additionally, concerns were raised regarding the denial of a fair hearing and the lack of proper pleading. The Court was urged to reject this document. The Claimant did not respond to this objection and is therefore deemed to have conceded the issue. Relevant case references include Okongwu v. NNPC [1989] 4 NWLR (Pt 115) 296 at 309, Maersk Line & Anor v. Addide Investments Limited & Anor [2002] 11 NWLR (Pt 778) 317 at 362, and African Democratic Congress v. Bello [2017] 1 NWLR (Pt 1545) 112 at 133.

 

17.      The established principle in the law of evidence is that the relevance of evidence to the facts in issue determines its admissibility. For a document to be admitted as evidence, it must meet three criteria: it must be pleaded, it must be relevant to the issues before the Court, and it must be admissible in law. Please refer to Okonji & Ors v. Njokanma & Ors [1999] 14 NWLR (Pt 638) 250 at 266 and Frederick v. Ibekwe [2019] 17 NWLR (Pt 1702) 467 at 480. The first question, therefore, is whether Exhibit 29 is illegible, and its admission as evidence will deny the Defendant its right to a fair hearing.

 

           Illegibility of Exhibit 29 and denial of a fair hearing?

 

18.     The learned senior counsel for the Defendant argued that Exhibit 29 is materially illegible. Citing Jwan v. Ecobank (Nig) Plc [2021] 10 NWLR (Pt 1785) 449 at 481, he contended that a faded or illegible document lacks probative value. The learned senior counsel further asserted that a party must present the original document in its entirety unless a valid exception exists. Since a document must speak for itself, any tampering diminishes its evidential weight. Moreover, the counsel claimed that relying on a redacted and illegible document, which cannot be properly examined through cross-examination or independently verified, amounts to a denial of a fair hearing. I have reviewed Exhibit 29, dated 1st August 2022, and signed by Temi Popoola, the Defendant's Chief Executive Officer. The document is titled, "Appreciation for Your Contributions to the Company in 2021." While the addressee’s name and details were removed, presumably because the document is classified as DC3 and intended for confidential use, the contents are still largely readable. The document indicates that the Defendant approved a bonus pool and made bonus payments for the year 2021. These facts can be verified and could have been confirmed by the Defendant. In fact, the Claimant's witness was cross-examined about this document on 29th October 2024. The Defendant's witness, in his testimony on 11th March 2025, acknowledged that Exhibit 29 is a letter from the Defendant to an individual whose name is not clearly written, expressing appreciation for her contributions in 2020. The witness also stated that there is no connection between this letter and the Claimant's claim for a bonus. Therefore, Exhibit 29 is readable and can be evaluated by the Court. Given the examination of both parties' witnesses regarding the document, the issue of denial of a fair hearing does not arise. Additionally, I must clarify that the Defendant's submission, in paragraph 4.8 of its final written address, that the defence witness, during re-examination, stated that he was unaware of the document's content and could not confirm whether it truly originated from the Defendant or what it contained is incorrect; there is no record of such answers given by any of the witnesses. Accordingly, this ground of the objection is resolved against the Defendant.  

 

          Lack of pleading and proper foundation

 

19.      The learned senior counsel for the Defendant argued that Exhibit 29 is inadmissible because no proper foundation was established regarding the reason for redacting the document, the whereabouts of the original, and the identity of the maker or recipient. These issues raise serious concerns about the exhibit's veracity and admissibility. Additionally, it was contended that Exhibit 29 is inadmissible because it was not pleaded, and evidence of facts not pleaded is irrelevant, citing Adake v. Akun [2003] 14 NWLR (Pt 840) 418 at 427. I have reviewed the pleadings and the evidence presented by the parties. It is trite law that only facts, not the evidence intended to prove them, need to be pleaded. This principle is highlighted in Southbeach Company Limited & Anor v. Williams [2022] 8 NWLR (Pt 1831) 147 at 186-187. In paragraph 16 of the amended statement of facts dated 27th August 2025, it is stated that despite the Claimant’s forced exit from the Defendant company, her entitlements and other benefits have still not been paid up to the time of filing the suit. Although the specifics of these benefits were not detailed in the amended statement of facts, paragraph 17 mentions that the Claimant intends to rely on certain documents, including Exhibit 29 (see paragraph 7(l)). Furthermore, in paragraph 21(x), the Claimant asserts that a letter dated 1st August 2022, confirming payment of bonus pay-out, signed by Temi Popoola, the Defendant’s Chief Executive Officer, was computer-generated, and that a certificate of compliance with Section 84 of the Evidence Act has been duly filed at the Registry of the Honourable Court. Upon examining the case file, I found that the only certificate of compliance is dated 10th March 2023 and was filed on 27th March 2023. No documents are listed on this certificate, and it is unclear which documents it refers to. However, paragraph 23 of the amended statement of facts seems to serve as a certificate of compliance with Section 84 of the Evidence Act.

 

20.      As mentioned earlier in this judgment, the primary consideration in the admissibility of documentary evidence is whether the document is pleaded, relevant, and admissible in law. Upon reviewing the pleadings in their entirety, along with other documents in the case file, there is sufficient justification to conclude that Exhibit 29 has been pleaded. The first two reliefs pertain to the bonus payout, which constitutes part of the Claimant's “entitlements and other benefits” that are still outstanding. Regarding proper foundation, the Claimant stated that Exhibit 29 is a computer-generated document. It is a well-established principle that an objection to electronically generated documents cannot be sustained simply because the maker has not been called as a witness. Section 84 of the Evidence Act addresses how documents are produced, rather than focusing on their maker. Therefore, the objection that requires the presence of the maker or recipient of an electronically-generated document for it to be tendered is, respectfully, a misapplication of Section 83(1)(b) of the Evidence Act. In the case of Brila Energy Ltd v. FRN [2018] LPELR-43926(CA), the Court of Appeal ruled that Section 83 of the Evidence Act does not apply to electronically generated documents. Likewise, in Atabo v. FRN [2023] LPELR-61080(CA), the Court of Appeal further clarified the matter. The Court held that "There is nothing in S.84 requiring that the computer-generated documents and the certificate of compliance must be tendered in evidence through their maker or that their maker must be called as witness to testify concerning their compliance with S.84 (2) (a) to (d) and S.84 (4)(a) to (c) of the Evidence Act. The compliance certificate must prima facie show compliance with S.84 (4) (a) to (c) and does not require evidence outside itself to show so. Once the compliance certificate is in keeping with S.84(4)(a) to (c), it is prima facie proof that the computer-generated documents satisfied the conditions in S.84 (2)(a) to (d)…The argument that the computer generated documents admitted as exhibits E, F, G, and H and the certificate of their compliance with S.84 (2), exhibit I are legally inadmissible evidence because PW3 through whom they were tendered is not their maker and that their maker was not called as a witness to enable him or her to be cross examined is wrong."

 

21.      Moreover, the Court has discretion under Section 83(2) of the Evidence Act to admit or refuse to admit a document when the maker has not been called. In exercising this discretion, the only requirement is whether the document is relevant to the fact in issue, and if it is, it should be admitted, as held in Elias v. FRN [2021] 16 NWLR (Pt 1800) 495 at 551. Furthermore, justification for redacting Exhibit 29 was provided in the motion on notice dated 16th October 2023 and filed on 19th October 2023. The relief sought in that application was for an order “granting leave to the Applicant to re-open her case by adducing a redacted document (anonymising the bearer) establishing her entitlement to a bonus pay-out.” The third and fourth grounds for the application state that the bearer of the document is Nigerian and that the bearer's fundamental right to privacy necessitates the granting of the application. The bearer would be prejudiced if his identity were disclosed. These reasons are further elaborated in paragraphs 7 to 10 of the supporting affidavit signed by the Claimant. In paragraphs 9 and 10 of the affidavit, the Claimant explains that the bearer is in an employment relationship with the Defendant and that disclosing his name could cause him significant hardship. Notably, the Defendant did not oppose the application, which the Court ultimately granted. Since the Court has ordered that the Claimant be allowed to present evidence from the redacted document to support her claims for a bonus payout, I believe this objection has not been adequately substantiated. Furthermore, the Court is authorised by Section 12(2)(b) of the National Industrial Court Act, 2006, to deviate from the provisions of the Evidence Act in the interest of justice. After considering all the facts and circumstances of this case, I have concluded that this is an appropriate case to exercise that discretion. Therefore, I accordingly depart from the strict application of the rules of evidence in the interest of justice. Consequently, this objection is overruled.

 

          Issues for determination

 

22.   I have reviewed the processes filed by the parties, including the final written addresses, and in my view, the seven issues for determination raised by both parties can be subsumed into two broad issues, which are: whether the Claimant is entitled to judgment on her claims or any of them, and whether the Defendant is entitled to the counterclaim.

 

            Issue one: Is the Claimant is entitled to judgment on her claims or any of them?

 

23.      The law is trite that whoever desires the Court to give judgment as to any legal right or liability dependent on the existence of facts which she asserts must prove that those facts exist. By the combined force of Sections 131, 132, 133, 134, and 136[1] of the Evidence Act, the Claimant bears the initial burden of proving the pleaded facts on the balance of probabilities.  The Claimant must succeed on the strength of her case, not on the weakness of the defence, absence of defence, or admission by the Defendant. If the Claimant fails to discharge this burden satisfactorily, her claims will be dismissed without considering the Defendant's case, as the Defendant is not required to prove its defence under these circumstances. In such a situation, there would be no evidence to rebut, leading to a judgment against the Claimant for lack of evidence. Please refer to Adama & Ors v. Kogi State House of Assembly & Ors [2019] 16 NWLR (Pt 1699) 501 at 531, Igwenagu v. Hon. Minister, Federal Capital Territory & Ors [2025] 7 NWLR (Pt 1988) 145 at 173-174, Nsude & Ors v. Nichodemus & Ors [2025] 4 NWLR (Pt 1982) 253 at 280, and Nduul v. Wayo & Ors [2018] LPELR-45151(SC) 51-53.

 

24.     The Claimant who seeks declaratory relief must demonstrate her entitlement to the declaration by credible evidence and will succeed on the strength of her case, not on the weakness of the defence or admission by the Defendant. As granting declaratory relief involves the Court’s discretion, the Claimant must place sufficient materials before the Court to justify the declaration, as illustrated in the cases of Nduul v. Wayo & Ors [2018] 7 SC (Pt III) 164 at 213, U.T.C. Nigeria Plc v. Peters [2022] 18 NWLR (Pt 1862) 297 at 312, 313, and Osho v. Adeleye & Ors [2024] 8 NWLR (Pt 1941) 431 at 452.

 

25.     In resolving employment disputes, the Court will refer to the employment contract and any other stipulations that are incorporated, or deemed to have been incorporated, into the contract, as stated in the cases of Adekunle v. United Bank for Africa Plc [2019] 17 ACELR 87 at 108 and Gbedu & Ors v. Itie & Ors [2020] 3 NWLR (Pt 1710) 104 at 126. The employment contract serves as the foundation for any action taken in the event of a breach. The success of the case hinges entirely on the terms agreed upon, or deemed to have been agreed upon, by the parties involved, as outlined in Umera v. Nigerian Railway Corporation [2022] 10 NWLR (Pt 1838) 349 at 386 and Gyubok v. The Federal Polytechnic, Bauchi & Anor [2024] 16 NWLR (Pt 1965) 515 at 549.

 

          Summary of evidence

 

26.     The Claimant sought eight reliefs, testified on her own behalf, and tendered 29 exhibits, which were marked as Exhibits 1 to 29. These are: employment letter dated 27th May 2014, addendum to employment letter, promotion letter dated 1st April 2021, letter of acting appointment dated 13th September 2021, termination letter dated 22nd April 2022, First Bank of Nigeria payment receipt dated 24th May 2021, vehicle purchase agreement, a case study titled "Riding the Tides" from the Nigerian Exchange Group, letter from the Claimant’s solicitors to the Defendant dated 29th September 2022, job description for the Business Continuity Manager, the Defendant’s organisational structure, Terms of reference for the Business Continuity Steering Committee, Photographs, Business Continuity Master Plan, Disaster Recovery Plan, Business Continuity Test Report, emails dated 22nd and 31st July 2021; 15th and 21st May 2021, Market-wide Disaster Recovery Failover Test Report, Crisis Management Manual, Physical Resumption to Work Modalities, copies of the Claimant’s certificates, email threads from 5th, 14th, 15th, 18th and 20th July 2022, email threads from 3rd, 7th, 10th and 11th August 2022, Employee Performance Appraisals since 2014, Performance Incentive Scheme, Redacted letter dated 1st August 2022.

 

27.     Mrs. Obadare's evidence indicates that she was employed as a Business Continuity Manager in the Defendant's Information Security Department, beginning with a letter of employment dated 27th May 2014. Following the departure of her head of department, an Assistant General Manager, in March 2019, she assumed additional responsibilities in addition to her existing role until her employment was terminated by the Defendant. She successfully managed both duties for 2 years. According to a transfer addendum effective 1st March 2021, she was officially assigned the role of Manager of Information Security and Business Continuity and was subsequently promoted to Principal Manager, Step 1, as stated in the Defendant’s letter dated 1st April 2021. In September 2021, at the Defendant's request, as per a letter dated 13th September 2021, she assumed the position of Chief Risk Officer following the departure of her predecessor, a role she held until her employment was terminated. Mrs. Obadare further testified that although she was initially hired as the Business Continuity Manager when Business Continuity Management did not exist in the Defendant's organization, she successfully established business continuity procedures upon assuming her duties on 2nd July 2014. She developed the Business Continuity Plan, IT Disaster Recovery Plan, Business Impact Analysis, and the Business Unit Recovery Plans for the Nigerian Stock Exchange, now known as the Nigerian Exchange Group and its entities. This included identifying critical functions essential for delivering mission-critical services during unforeseen business disruptions. Additionally, Mrs. Obadare coordinated enterprise training and awareness sessions, guided the business recovery and disaster recovery teams, built organisational resilience, and initiated and coordinated scheduled enterprise Call-Tree Tests. Over the past seven years, she organised periodic Capital Market-wide Business Continuity Failover Simulation tests in collaboration with the Central Securities Clearing System Plc, market data vendors, both local and international, issuing houses, and over 200 trading licence holder firms.

 

28.      Mrs. Obadare attributed the successes and improvements in business continuity and disaster recovery tests to her efforts, which facilitated the seamless transition of the Defendant's patent company, the Nigerian Exchange Group, and its entities, to remote work and remote trading for over 100 weeks. The process efficiencies and maturity developed over the years resulted in uninterrupted trading activities from March 2020, during the lockdown in response to the COVID-19 global pandemic outbreak. These efforts earned the Nigerian Exchange Group recognition as a finalist in the 2021 International Organisational Resilience Awards and contributed to its nomination as the Best Performing Exchange in 2020, among other accolades. According to her, the work she performed over eight years aligned with industry standards and global best practices. The NGX BCSC is a strategic team that lacks the necessary depth to develop Business Continuity and IT Disaster Recovery plans, which contradicts the established rulebook regarding roles and responsibilities within Business Continuity Management. The BCSC is responsible for authoring and overseeing the development and maintenance of the Crisis Management Plan and plays a leadership role in coordinating and managing crisis events, as detailed in the Functions of the BCSC – Roles and Responsibilities section found on page 13 of the approved Business Continuity Plan. In February 2022, the Defendant invited her to a meeting, during which she was informed of management's decision to terminate her employment on the grounds of redundancy, in violation of redundancy laws. Though her termination on these grounds was communicated to her two months later via a letter dated 22nd April 2022, she acknowledged her entitlement in that letter as six (6) months’ basic salary in lieu of notice (net of any debts to the Defendant and applicable taxes) along with a 20% write-off on the net book value of the status car issued to her by the Defendant. While the Defendant paid her the sum of N17,000,000 to acquire the status car, she added N5,995,000 to purchase a 2020 model Honda CRV, which cost N22,000,000. She explained that after applying the 20% write-off and deducting the N5,995,000 she contributed to the car purchase, the value of the status car is N12,914,334.34. As of the commencement of this lawsuit, her entitlements and other benefits have not yet been paid, despite her involuntary termination.

 

29.     In Mrs. Obadare’s additional sworn statement dated 28th March 2023 in response to the statement of defence, she indicated that when she began her employment with the Defendant, the role of Information Security was not included in her employment letter dated 27th May 2014. She expressed her commitment to the organisation's core values, operational efficiency, customer-centricity, innovation, and partnerships, which she believed in as a loyal employee, as outlined in the 2018 Corporate Strategy Document. This commitment motivated her drive for process enhancements, innovation, efficiency, and excellent performance, as well as a can-do spirit she demonstrated throughout her career at the Defendant, helping her meet and exceed expectations. Mrs. Obadare stated that two years after she filled the vacant post, in March 2021, she signed the transfer agreement. During this time, she effectively managed her responsibilities as the Business Continuity Manager, working as a one-person team for over five years. She clarified that the Business Continuity Department was established in 2014 when she started, while the Business Continuity Steering Committee was created as the Crisis Management Committee in 2016 and was officially transformed into the Business Continuity Steering Committee in 2018. According to her job description as Business Continuity Manager, she was responsible for coordinating Disaster Recovery Failover and Business Continuity Tests and conducting Business Continuity awareness exercises. Mrs. Obadare documented the Business Continuity Plan and Disaster Recovery Plan starting in 2014 and submitted the first review in 2015 to the Executive Director of her division, who was then the Executive Director of Market Operations and Technology. She also drafted the business impact analysis and business recovery templates in 2014 to gather information needed to develop a sustainable Business Continuity Plan.

 

30.      Mrs. Obadare clarified that the objective of the Business Continuity Steering Committee/Crisis Management Committee is to assess, investigate, recommend, and implement approved solutions and processes for foreseeable and unforeseen emergencies affecting the organisation's operations. However, this committee does not have the responsibility or capacity to develop the Business Continuity Plan and Disaster Recovery Plan, which she had created. When approached to review the Crisis Management Manual 1: Pre-Crisis Preparation in the Nigerian Stock Exchange Crisis Management Plan in 2016, she noted that there were already documented Business Continuity and Disaster Recovery plans that she had developed during her tenure as the Business Continuity Manager. She explained that the documents assembled by the Business Continuity Steering Committee team were specific to crisis recovery, including the Covid-19 Response Plan and the Resumption to Physical Work Protocol, both developed by the Business Continuity Steering Committee and documented by her. She maintained that, in accordance with the Defendant’s directives, she officially served as the Chief Risk Officer in an acting capacity from October 2021 until her exit from the Defendant in February 2022. During this time, she saved the Defendant a total of N11,407,159.15 (eleven million, four hundred and seven thousand, one hundred and fifty-nine naira, fifteen kobo), which represented five months' salary for the Chief Risk Officer position. Furthermore, she testified that while serving as the Head of Information Security (AGM Step 2) for two years, she saved the Defendant N54,754,363.90 (fifty-four million, seven hundred and fifty-four thousand, three hundred and sixty-three naira, ninety kobo), which amounted to two years' gross pay (excluding the 13th month and leave allowances). Despite the two years of additional duties she undertook for the Defendant, she was only entitled to an annual gross pay increase of N3,278,095.73 (three million, two hundred and seventy-eight thousand and ninety-five naira, seventy-three kobo), reflecting the difference in her salary prior to her promotion.

 

31.      Mrs. Obadare also stated that the decision to request the Defendant to sell the company cars to the staff declared redundant, a group primarily comprised of senior employees, was a joint decision. These staff members had been entrusted with strategic functions essential to ensuring the Defendant’s mission of providing a reliable, efficient, and adaptable exchange hub in Africa for investors and businesses seeking to save and access capital. This group included Heads of Market Operations, Technology Services, Enterprise Risk Management, the Enterprise Innovation Hub, and the Network and Branch Coordination Manager. These individuals had dedicated between 5 and 20 years of service, working tirelessly to achieve the organisation’s goals, as evidenced by their performance records. These staff felt it would be proper for the Defendant to allow them to purchase the status vehicle they possess, as the termination was unprepared and unplanned. She stated that the vehicle purchase agreement, prepared more than 90 days later and with revised termination terms for employees with 7 years or more of service who held managerial roles, contained errors and showed a lack of empathy toward the disengaged staff. She stated that the frequent corrections were merely a reflection of the Defendant's lack of regard for the former staff's well-being. The Defendant appeared more interested in what the employees could offer and treated them as disposable, which contradicted the organisation's core values. She pointed out that the Defendant did not consider her claim for the 2021 bonus payout.

 

32.      Mrs. Obadare further testified that upon the termination of her employment on 25th February 2022, at approximately 7 p.m. via Zoom, the Defendant deactivated her account and terminated her access to emails, effectively denying her access to the termination letter. As a result, she had to forward her personal email address to the Chief Human Resource Officer, who then sent her the termination letter. In an effort to deprive her of her share of the 2021 bonus, despite having worked a full year, the Defendant had deactivated her account from the system by 1st March 2022. Despite her strong performance in 2021, during which she fulfilled three different roles as Business Continuity Manager, Head of Information Security, and through her promotions in April and October 2021, she was denied her profit share. This treatment constituted injustice and unfairness on the part of the Defendant. Mrs. Obadare emphasised that the Defendant, who had benefited financially from her contributions during her employment, had no right to label this lawsuit as gold-digging, vexatious, or exploitative, especially after she expressed her grievances. In her pursuit of excellence and to ensure that her assigned tasks were delivered in line with global standards and industry best practices, she consistently worked on her professional development. She improved and sustained the culture of business continuity and cyber resilience across the Defendant's operations. Furthermore, she personally covered all expenses for her training in Business Continuity, Disaster Recovery, Crisis Management, and other managerial courses.

 

33.      In 2016, she attended a course on Business Continuity and Crisis Management at the Massachusetts Institute of Technology in Boston, USA, at an estimated cost of N3,000,000 (three million naira), which covered training costs, airfares, and hotel accommodations. Additionally, she attended the annual Disaster Recovery Institute International Conference in Las Vegas, USA, in 2019, at an estimated cost of over N2,500,000 (two million, five hundred thousand naira). She also enrolled in a two-year Executive Master of Business Administration program at the prestigious Lagos Business School (LBS), Pan Atlantic University, Nigeria, in 2017, at an estimated cost of over N7,000,000 (seven million naira). According to her, she attended IESE Business School at Navarra University in Barcelona for a course on Managing Business Across Cultures as part of an exchange program with Strathmore Business School in Kenya and Lagos Business School. She incurred an estimated cost of N2,500,000.00 (two million, five hundred thousand naira) for training expenses, air tickets, and hotel logistics. These international and local trainings, workshops, and professional certifications contributed to her personal development and enhanced her knowledge, which she applied to the Defendant's business operations. This experience enabled her to effectively multitask in her job roles. She stated that her position as Head of Information Security and Business Continuity, which was declared redundant, is not truly redundant. The Defendant has continued to seek qualified personnel to fill the role. Immediately after her departure from the Defendant, the role was outsourced to PWC for six months at an exorbitant fee that exceeded the total salaries of the entire team for the same period, and the position remains vacant.

 

34.      Regarding the counterclaim, Mrs. Obadare reiterated her earlier evidence in support of her reply to the statement of defence. Additionally, she noted that the Defendant produced only the last of nearly a dozen email correspondences exchanged between them as exhibits. Mrs. Obadare maintained that the Defendant insisted that her contribution of N5,995,000.00 (five million, nine hundred and ninety-five thousand naira) toward the car would not be reflected in the vehicle purchase agreement, which stated that a 2022 CRV SUV was given to her. Given that the N17,000,000 (seventeen million naira) to which she was entitled did not cover the purchase price of the luxury car, she urged the Defendant to ensure that the contributions from each party were included in the vehicle purchase agreement, but to no avail. Mrs. Obadare insists that her exit was involuntary and requests her share of the 2021 profits. Mrs. Obadare’s additional sworn statement, dated 10th January 2024, repeats her earlier evidence and need not be reproduced here.

 

35.     During cross-examination, Mrs. Obadare reviewed Exhibits 1 and 5, specifically reading the last page of Exhibit 1 regarding her cessation of employment. She confirmed that it is her employment letter. The employee handbook was subsequently presented through her, admitted as evidence, and marked Exhibit D1. Mrs. Obadare was shown page 77 of Exhibit D1 and acknowledged that the heading is "Termination of Employment," but emphasised that the crux of her claim is not about the termination itself. She stated that based on the information on page 77, she was at a senior management level and was entitled to two months' basic salary upon exiting the Defendant. When asked to refer to paragraph 17.2 on page 78, she confirmed that it pertains to redundancy. She was shown paragraph 17.2.2, which discusses termination due to redundancy, and was asked if payment is in accordance with paragraph 17.1.1; she read paragraph 17.2.2. Mrs. Obadare was then shown Exhibit 5, where she confirmed that her termination was indeed based on redundancy. Reading the second paragraph, Mrs. Obadare acknowledged receiving six months' salary, but clarified that her employment was terminated under certain conditions. She admitted to receiving payment in advance in January 2022 and acknowledged a 20% write-off of the status car's net book value. She confirmed her appointment as Acting Chief Risk Officer through a letter dated 13th September 2021. She stated that setting up the business continuity recovery plan and business impact plan were part of her duties. The status car cost approximately N23 million, but the Defendant paid N17 million, which she was entitled to. She was given the option to purchase the car and, despite not returning it upon her exit from the Defendant, she admitted that she requested to buy the status car when her employment was terminated, and the Defendant agreed to her request. A draft agreement was provided; however, issues arose regarding the terms. The Defendant was willing to sell the status car for about N13 million. She initiated this lawsuit because the Defendant was not ready to agree on the terms of the agreement, reiterating that she is still in possession of the status car.

 

36.     During her further testimony under cross-examination on 29th October 2024, Mrs. Obadare presented Exhibit 27 as the complete document. When asked about its source, she explained that it originated from a Microsoft Dynamics application used by Defendant's employees for performance appraisals. Each employee has access to a personal portal. She noted that the document's appearance is different because the company migrated to a newer version of the software. When asked when she generated the document, she stated that she produces it annually. She extracted it from the system before leaving the Defendant, and Exhibit 27 contains the full 2021 appraisal. She mentioned that her last Employee Performance Evaluation (EPE) took place in 2021, so she did not extract the 2022 appraisal. Mrs. Obadare affirmed that she had made no changes to Exhibit 27. When shown page 15, she confirmed that it contains her 2019 comments. Although she stated that Exhibit 27 is formatted to allow comments to be easily added, she expressed uncertainty about the number of employees declared redundant, admitting she was not the only one affected. Mrs. Obadare acknowledged knowing one or two individuals who were declared redundant but had completed appraisals the previous year. Regarding Exhibit 29, she stated that it was addressed to a Defendant staff member. When shown Exhibit D1 and asked to compare paragraphs 7.7.2.2 and 7.7.2.3 with Exhibit 28, Mrs. Obadare explained that, although it states they do not have the right to receive incentives, they have been receiving them. The requirement to qualify for these incentives is a score of 3-5. She clarified that paragraph 7.7.2.3 refers to the Performance Incentive Scheme (PIS) arrangement and not to individual employees. She confirmed that the incentive was paid in 2021. When asked whether she had any evidence of this payment, she stated that it is documented in a redacted document signed by the CEO.

 

37.     The Defendant’s Chief Human Resource Officer, Mr. Ademola Adebayo, confirmed the Claimant’s employment history and stated that the Claimant was appointed as Chief Risk Officer effective 14th October 2021. Mr. Adebayo explained that the Claimant’s employment was terminated due to redundancy, which resulted from structural changes within the Defendant's organisation that rendered certain roles unnecessary and reduced the number of departments. The Defendant followed due process during this exercise, in accordance with the employment contract between the Defendant and the affected employees, including the Claimant. Paragraph 17.2 of the Defendant's Employee Handbook was adhered to in order to address business exigencies. Mr. Adebayo clarified that the Business Continuity Steering Committee (BCSC) of the Nigerian Stock Exchange Ltd, now known as Nigerian Exchange Group Plc, comprised personnel from various teams within the organisation. This collaborative effort contributed to achieving the overall objectives of the BCSC and was not solely accomplished by the Claimant, as was incorrectly asserted. The Claimant cannot claim sole ownership of the BCSC and its achievements. Mr. Adebayo stated that the BCSC was made up of staff from different departments who collectively developed the Business Continuity and IT Disaster Recovery plans. Following the demutualization of NSE, the NGX Group BCSC includes representatives from the NGX Group and its subsidiaries, all of whom possess the necessary expertise to contribute effectively to the committee. He admitted that the Claimant was invited to a meeting in February 2022, during which she was informed of management's decision to terminate her employment on the grounds of redundancy. Mr. Adebayo denied any non-compliance with applicable redundancy laws during the termination process, asserting that the Defendant's structural changes rendered certain roles redundant and led to a reduction in the number of departments. Additionally, he maintained that the termination was in accordance with redundancy law, the contract with the Claimant, and the relevant provisions of the Defendant's employee handbook. Furthermore, Mr. Adebayo denied that the Defendant's decision to terminate the Claimant's employment was formally communicated via a letter dated 22nd April 2022, which was two months after the meeting with the Claimant. Mr. Adebayo clarified that the management's decision to terminate the Claimant’s employment on the grounds of redundancy and to pay her three months' salary as terminal benefits was communicated to her on 25th February 2022, via a letter sent to her official email, and on 26th February 2022, through her personal email.

 

38.      Mr. Adebayo also testified that upon the request of employees terminated due to redundancy, including the Claimant, the Defendant agreed to pay her six months' basic salary as terminal benefits, net of any outstanding debts owed to the Defendant and applicable taxes, on compassionate grounds. To alleviate the impact of the redundancy exercise on the Claimant, the Defendant generously agreed to write off 20% of the book value of the status car attached to the Claimant’s office, which she had expressed interest in purchasing. The letter dated 22nd April 2022, primarily communicated the upward revision of the Claimant's terminal payment and the 20% write-off on the net value of the status car. This letter was not the first correspondence officially notifying the Claimant of her termination on the grounds of redundancy, as the Claimant had mistakenly asserted. Despite the fact that the Claimant was only entitled to two months’ basic salary as redundancy pay in line with her contract, unless the board of the Defendant approved a higher exit benefit package, the 22nd April 2022 letter indicated the Defendant's readiness to pay the Claimant six months' salary as terminal payment (net of all debts owed to the Defendant and applicable taxes), as well as to write off 20% of the net book value of the status car assigned to her office. Mr. Adebayo stated that while the Defendant allocated N17,000,000 for the purchase of the status vehicle, the Claimant opted for a more expensive vehicle costing N22,995,000 (twenty-two million, nine hundred and ninety-five thousand naira). She requested to cover the difference of N5,995,000 (five million, nine hundred and ninety-five thousand naira), which the Defendant accepted. On 24th May 2021, the Claimant paid N5,995,000 into the Defendant's bank account to cover the cost difference, and on 29th July 2021, she purchased the status vehicle of her choice, a 2020-model Honda CRV SUV. It was assigned to her specifically on 2nd August 2021.

 

39.      Mr. Adebayo explained that according to the employee handbook and the agreement between the parties, the status car remains the property of the Defendant. He further explained that according to paragraph 16.1 of the Employee Handbook and the Fixed Asset Policy and Procedure, which form part of the contract between the parties, status cars are to be purchased for employees at the Principal Manager (PM) grade level and above every five (5) years, subject to the financial position of the Defendant. The vehicle is to be amortized over 5 years from the date of purchase. After this period, the vehicle should be replaced, and the employee assigned the vehicle will have the option to purchase it for 1% of the original purchase price, plus VAT. If the employment relationship is terminated before the stated five-year period expires and before the vehicle is fully depreciated, the current Net Book Value will be used as the sale price. According to the policy, if the current user declines the purchase option, the vehicle should then be auctioned off through an open tender process that all confirmed staff members can participate in. He stated that a 2020 Honda CR-V was purchased for the Claimant as a status vehicle on 2nd August 2021, shortly after the Claimant was promoted to the grade level of Principal Manager (PM). The vehicle is to be amortized over five years, and the Claimant would have the option to purchase it for 1% of the purchase price by August 2026, provided she is still employed by the Defendant. However, in February 2022, seven months after the status vehicle was purchased, the Claimant's employment was terminated on the grounds of redundancy, as noted in a termination letter dated 25th February 2022. Following her termination, she approached the Defendant to request the purchase of the status car that had recently been assigned to her office. The Defendant agreed and instructed its solicitor to draft a vehicle purchase agreement. A draft was shared with the Claimant for her review on 5th July 2022. On 5th and 20th July 2022, the Claimant returned with some reviews and comments, which the Defendant addressed, resulting in a revised Vehicle Purchase Agreement shared with the Claimant on 22nd August 2022. However, in response to the Defendant's email, the Claimant indicated via email on 22nd August 2022, her decision not to sign the Vehicle Purchase Agreement, which delayed the finalisation of the exit processes.

 

40.      In a letter dated 22nd April 2022, Mr. Adebayo outlined the Claimant's total exit benefit as ?6,610,966.44 (six million, six hundred and ten thousand, nine hundred and sixty-six naira, forty-four kobo). He also stated her indebtedness as ?12,914,334.34 (twelve million, nine hundred and fourteen thousand, three hundred and thirty-four naira, thirty-four kobo), representing the outstanding value of the status car, which the Claimant intends to purchase. This amount is less the sum of ?5,995,000.00 (five million, nine hundred and ninety-five thousand naira) contributed by the Claimant to the purchase of the status car, as well as the 20% write-off approved by the Defendant. Mr. Adebayo asserted that the Claimant's employment was terminated due to redundancy and was not a forced exit. According to paragraph 17.2.2 of the Employee Handbook, any termination on the grounds of redundancy must be pre-approved by the board. The board may also provide guidance on the notice period or the payment to be made to an employee terminated due to redundancy. This notice or payment should be in accordance with paragraph 17.1.1 of the Employee Handbook. The Defendant expressed a willingness to immediately pay the sum of ?6,610,966.44 (six million, six hundred and ten thousand, nine hundred and sixty-six naira, forty-four kobo) less the Claimant’s outstanding debt, as the Claimant's final exit package. However, when the Claimant requested to purchase the status vehicle, the Defendant agreed to sell it for ?12,914,334.34 (twelve million, nine hundred and fourteen thousand, three hundred and thirty-four naira, thirty-four kobo), as mutually agreed upon by both parties. The Claimant retained possession of the vehicle even while negotiations for the vehicle purchase agreement were ongoing. Mr. Adebayo stated that the Defendant has the right to offset the debt of ?12,914,334.34 against the Claimant’s exit benefits of ?6,610,966.44. This means that the Claimant would still owe the Defendant ?6,303,367.90 (six million, three hundred and three thousand, three hundred and sixty-seven naira, ninety kobo) after the debt is deducted from her exit benefits. He further indicated that the fifth relief sought by the Claimant lacks merit, as all the work done by her during her employment belongs to the Defendant, which must handle its affairs. This lawsuit is frivolous, speculative, and a calculated attempt by the Claimant to exploit the Defendant. Therefore, it should be dismissed with costs, as the Claimant is not entitled to any of the reliefs sought. In relation to the counterclaim, Mr. Adebayo reiterated his earlier evidence and added that while waiting for the parties to continue negotiations on the vehicle purchase agreement, the Claimant initiated this legal action. After receiving the originating documents, the Defendant engaged the services of its solicitors, Messrs. Perchstone & Graeys. According to the letter of engagement, the Defendant is responsible for paying the solicitors' professional fees to defend this case. He seeks the reliefs outlined in the counterclaim.

 

41.     During his testimony on 11th March 2025, Mr. Adebayo was shown Exhibits 27, 28, and 29. He explained that Exhibit 27 is a compendium of appraisals for the years 2020 and 2021. Exhibit 28 is the performance incentive scheme policy of the legacy institution, the Nigerian Stock Exchange. Exhibit 29 is a letter from the Defendant to an individual whose name is not clearly written, expressing appreciation for her contribution in 2020. There is no connection between this letter and the Claimant's claim for a bonus. The Defendant tendered 14 documents marked as Exhibits D1 to D14. Notably, Exhibit D1 was tendered through the Claimant during cross-examination by the Defendant's counsel. These documents include the Defendant's employee handbook, a letter of employment, an addendum to the employment contract, a letter of acting appointment, an email dated 25th February 2022, a termination letter with attachments, THP Ltd invoice with attachments, a draft vehicle purchase agreement, an email dated 5th July 2022, an email dated 22nd August 2022, another email from Mr. Oladipo to Mr. Peter Fajimi dated 22nd August 2022, the Claimant’s email dated 20th July 2022, a solicitors' engagement letter, and a receipt dated 16th November 2022.

 

42.     During cross-examination, Mr. Adebayo, the Chief Human Resource Officer, confirmed his identity and stated that he is familiar with the facts of the case. He affirmed the contents of paragraphs 10 and 11 of his sworn statement. When asked about the establishment of the Steering Committee of the Business Continuity Committee, he indicated that he was not with the Defendant at that time. Upon reviewing Exhibits 14 and 15, he noted that Exhibit 14 was created in 2015, while Exhibit 15 lacked an issue date. When shown Exhibit 8, he read aloud the section regarding crisis preparation. Confronted with the assertion that the committee was formed in 2019, he clarified that Exhibit 8 is a document from the Lagos Business School rather than an official document of the Defendant. Further pressed, he reiterated that Exhibit 8 is from the Lagos Business School and does not represent official documentation from the Defendant. Referring to paragraph 7 of his sworn statement, he confirmed that the Claimant had been promoted to a principal officer. When asked whether the Claimant was entitled to a bonus based on her position, he stated that there is no existing bonus policy within the organisation that would entitle the Claimant to one. In response to whether the Defendant pays bonuses to senior staff, Mr. Adebayo maintained that there is no active bonus policy. Mr. Adebayo was also asked whether any bonuses were paid to staff in 2022, and he insisted that no bonuses were paid. Mr. Adebayo admitted that the Claimant's employment was terminated on 25th February 2022, just a few days before March 2022. He confirmed paragraph 24 of his sworn statement, and when asked about the reason for the termination, Mr. Adebayo said there had been a back-and-forth exchange of emails. When pressed for details, he indicated that he needed to review the email correspondence. He confirmed that the issue was that the funds spent on purchasing the car were not reflected in the agreement. During re-examination, Mr. Adebayo stated that the Claimant made an initial contribution toward the purchase of the car. However, the amount specified in the agreement pertains to the Defendant’s contribution, and the remaining balance for the car is still outstanding.

 

          Evaluation of evidence

 

43.     I have reviewed the evidence presented by both parties, which includes both oral and documentary evidence. The Claimant is seeking a bonus payout of N10,000,000 for the period from March 2021 to April 2022, as well as N6,645,924.54, which represents six months’ basic salary in lieu of notice, specific performance, damages, and interest. The facts of this case are largely undisputed. Both parties agree that the Claimant was employed as a Business Continuity Manager and served as the Chief Risk Officer until her disengagement in February 2022. It is also undisputed that the Defendant purchased a 2020 Honda CRV for the Claimant in August 2021, with the Claimant contributing ?5,995,000.00 toward the purchase of the car. Following the termination of the Claimant’s employment, the Defendant, in a letter dated 22nd April 2022, offered to pay the Claimant six months' basic salary as terminal benefits and to write off 20% of the net book value of the status car, which the Claimant expressed interest in purchasing. However, evidence indicates that the Claimant’s terminal benefits have not been paid. Both parties have also agreed on the sale of the status car to the Claimant for ?12,914,334.34. The main dispute arises over whether the Defendant should reflect the Claimant’s contribution of ?5,995,000.00 in the vehicle purchase agreement, the non-payment of the Claimant’s terminal benefits (six months’ salary in lieu of notice, the alleged accrued bonus payout from March 2021 to April 2022, and whether the Claimant’s work should be arrogated to the Business Continuity Management Team.

 

Is the Claimant entitled to any bonus payout?

 

44.    As stated in this judgment, when resolving employment disputes, the Court will refer to the employment contract and any other stipulations that are incorporated, or deemed to have been incorporated, into the contract, as noted in the cases of Adekunle v. United Bank for Africa Plc (supra) and Gbedu & Ors v. Itie & Ors (supra). The employment contract serves as the foundation for any actions taken in the event of a breach. The success of the case depends entirely on the terms agreed upon, or deemed to have been agreed upon, by the parties involved, as outlined in Umera v. Nigerian Railway Corporation (supra) and Gyubok v. The Federal Polytechnic, Bauchi & Anor (supra). Interestingly, although the Claimant’s principal claims relate to the bonus payout, there is no pleading or evidence regarding the bonus payout in the originating process or in the Claimant’s amended statement of facts. In the amended statement of facts dated 29th November 2023, but filed on 10th January 2024, the Claimant referenced the employee performance evaluations, the performance incentive scheme, and a letter dated 1st August 2022, confirming the payment of a bonus. These were reiterated in the further amended statement of facts dated 27th August 2025, and admitted as Exhibits 27, 28, and 29, respectively. The only pleadings can be found in paragraphs 16 to 19 of the reply to the statement of defence, which are also reiterated in paragraphs 16 to 19 of the Claimant’s sworn statement dated 28th March 2023. A summary of the Claimant’s evidence indicates that her employment was terminated on the last Friday of February 2022, and by 1st March 2022, she was no longer in the Defendant’s system, thereby making her ineligible for the 2021 profit share, despite having worked for the entire year. The Claimant detailed her job functions in 2021 and how she saved the Defendant over N62 million in salaries and allowances. However, there is no reference to any provision in her employment contract that grants her the right to a bonus payout or defines the basis for calculating the amount claimed.

 

45.      It is a legal principle that a relief claimed in the statement of facts does not constitute facts averred in the pleadings. The reliefs sought in a lawsuit must be based on substantive averments of facts stated in the body of the pleadings. If the reliefs claimed are not grounded in pleaded facts, they are deemed baseless and do not give rise to any issue. This is supported by the case of Trade Bank Plc & Ors v. Pharmatek Industrial Projects Ltd [2020] 8 NWLR (Pt 1725) 124 at 169-170. Furthermore, claims for specific amounts, which are akin to special damages, must be specifically pleaded and strictly proved. Relevant cases include Stirling Civil Engineering Nigeria Limited v. Yahaya [2002] 2 NWLR (Pt 750) 1 at 19-20, U.T.C. Nigeria Plc v. Peters [2022] 18 NWLR (Pt 1862) 297 at 317, and Fidelity Bank Plc v. Sagecom Concepts Limited [2025] 9 NWLR (Pt 1994) 435 at 486-487. In this instance, the required pleading is lacking. Although the Claimant presented the employee performance evaluation, the performance incentive scheme, and a letter dated 1st August 2022, confirming the payment of a bonus (referred to as Exhibits 27, 28, and 29), there is no oral evidence linking these documents to her claim for a bonus payout. The law is settled that when documents are tendered in evidence, their purport must be demonstrated in open Court by the party tendering them. It is not sufficient to merely tender documents without linking them to specific aspects of the party’s case, as noted in Bababe v. Federal Republic of Nigeria [2019] 1 NWLR (Pt 1652) 100 at 130.

 

46.      During cross-examination, the Claimant acknowledged that Exhibit 27, the employee performance evaluation, is a system-generated document that she created each year and printed before the termination of her employment. The connection between this appraisal and her entitlement to a bonus payout remains unclear. The same uncertainty applies to Exhibit 28, the performance incentive scheme policy, about which no information was provided. As for Exhibit 29, which is a letter from the Defendant to the Claimant's colleague notifying him of his qualification for the 2021 bonus payout, the Claimant asserted that this document indicates a bonus was paid for 2021. However, when asked to compare the provisions of the Employee Handbook (Exhibit D1) with the performance incentive scheme policy (Exhibit 28), the Claimant admitted that the Defendant may contend the employee does not have a right to receive the incentive, but acknowledged that they have been receiving it. The Claimant stated that qualification is contingent upon the employee meeting a performance rating of between 3-5. No further details have been provided regarding the Claimant's qualifications for the performance incentive. However, paragraph 7.7.2 of the employee handbook (Exhibit D1) states, “Performance Incentive Scheme (PIS) – refer to the PIS policy in the staff folder for further information.” Additionally, paragraph 7.7.2.1 indicates that the organisation shall establish and maintain a Performance Incentive Scheme (PIS). Paragraph 7.7.2.2 clarifies that “The PIS shall be discretionary and ex gratia, i.e., the fact that an employee meets the criteria for the PIS does not automatically entitle the employee to receive the cash incentive.” Furthermore, paragraph 7.7.2.3 further states that “The organisation reserves the absolute discretion to terminate the PIS arrangements without notice at any time.”

 

47.      Contrary to the Defendant's witness’s testimony during cross-examination, claiming there is no existing bonus policy, the evidence shows that there is indeed a performance incentive policy outlined in both the employee handbook and the performance incentive scheme policy document. Please refer to paragraph 7.7.2.2 of the employee handbook and paragraph 1.1 of the performance incentive scheme policy document. Notably, payment of a performance incentive is not automatic. Employees must achieve a performance rating of 3-5 on a full-year performance evaluation. They must also have been employed with the Defendant in the preceding year, participated in the full-year evaluation process for the current year, and remained employed until April of the current year, as specified in paragraphs 7.1 and 7.7 of the performance incentive scheme policy.

 

48.      Based on the evidence presented, the Claimant did not remain in the Defendant’s employment until April 2022. Exhibit 27, the employee performance evaluation document, indicates that while the Claimant began her self-evaluation, the process was not completed before her employment was terminated. As a result, there is no evidence showing that the Claimant qualified for the 2021 bonus payout. Even if she had qualified, the payment of the performance bonus would still be subject to the Defendant's discretion. Therefore, although Exhibit 29 demonstrates that the Defendant paid the 2021 bonus to a designated employee, this does not support the Claimant’s claim for a bonus payout. The Claimant's argument in paragraph 22 of her final written address, that Exhibit 28 (the Defendant’s policy on bonuses) and the letter dated 1st August 2022 (Exhibit 29), create an estoppel against the Defendant under Section 169 of the Evidence Act, misinterprets the facts. Such an argument would be valid only if the Claimant had established her entitlement to the bonus and had been denied it. As mentioned earlier in this judgment, relevant pleadings and evidence are lacking, rendering the claim unproven. Therefore, I find that the Claimant has not established her claim to the 2021 bonus payout and is accordingly not entitled to reliefs one and two.

 

Should the Claimant’s work be arrogated to the Business Continuity Management Team?

 

49.     The supporting evidence is contained in paragraphs 7, 8, 9, and 10 of the Claimant’s sworn statement, and paragraphs 3 to 10 of her further sworn statement, which are detailed in this judgment. The Claimant also relied on several exhibits, including Exhibits 8, 12, 14 to 23, which support her oral testimony. A summary of the Claimant’s evidence is that she was hired as the Business Continuity Manager when Business Continuity Management did not exist in the Defendant's organisation. On 2nd July 2014, she established business continuity procedures, including the Business Continuity Plan, the IT Disaster Recovery Plan, the Business Impact Analysis, and the Business Unit Recovery Plans for the Nigerian Stock Exchange, now the Nigerian Exchange Group. She identified the critical functions necessary to deliver essential services during disruptions and coordinated training, awareness sessions, and disaster recovery tests. Over seven years, she organised Capital Market-wide Business Continuity Failover Simulation tests with the Central Securities Clearing System Plc, market data vendors, and over 200 trading firms, enabling the successful transition to remote work and trading for over 100 weeks. The Claimant noted that the Nigerian Exchange Group's Business Continuity Steering Committee (BCSC) lacks the depth to develop effective Business Continuity and IT Disaster Recovery plans, which contradicts established responsibilities. The BCSC oversees the Crisis Management Plan and coordinates crisis events, but does not develop the Business Continuity Plan. During her tenure, she managed her role as a one-person team for over five years. The Business Continuity Department was established in 2014, and the BCSC was formed as the Crisis Management Committee in 2016, officially becoming the BCSC in 2018. She documented the Business Continuity Plan and Disaster Recovery Plan starting in 2014 and drafted the business impact analysis to develop a sustainable plan. The BCSC aims to assess, investigate, recommend, and implement solutions for emergencies, but does not have the capacity to create the Business Continuity Plan, Continuity Plan, and Disaster Recovery Plan, which she had created.

 

50.     The rebuttal evidence is found in paragraphs 10 and 11 of the Defendant's witness's sworn statement, which indicates that the overall objectives of the BCSC were not solely achieved by the Claimant. Notably, in paragraph 4 of her further sworn statement, the Claimant testified that she served as the Business Continuity Manager as a one-person team for over five years. The Defendant argued in paragraph 6.25 of its final written address that since the Claimant performed her functions during her employment with the Defendant, she is estopped by the intellectual property clause in her employment contract from claiming the work as her own. This clause states: “All information, including, without limitation, any documents, specifications, schematics, concepts, illustrations, samples, and other materials, whether confidential or non-confidential, created or developed by you in the course of your employment with the Exchange shall be solely the property of the Exchange. No license or other proprietary interest whatsoever vests in you by reason of your creation or development of such information. You shall not engage in any act, including, without limitation, unauthorized copying or distribution to the public, that is inconsistent with the Exchange’s ownership of such information.”

 

51.      This provision is clear and binding on the parties. Nonetheless, I respectfully believe that the Claimant’s fifth claim does not conflict with her obligations under this clause. The Claimant is requesting an acknowledgment of her contributions by attributing the work she did to the Business Continuity Management Team, which she led, rather than the Business Continuity Steering Committee, which did not contribute to the development of the work. Given the committee’s terms of reference, which include assessing, investigating, recommending, and implementing approved solutions and processes, I find the Claimant’s request reasonable. However, since the Claimant seeks specific performance, it is important to note that specific performance cannot be invoked without the existence of a contract or agreement. Specific performance cannot be applied abstractly in various situations, as established in Ports & Cargo Handling Services Company Limited & Ors v. Migfo Nigeria Limited & Anor [2012] 18 NWLR (Pt 1333) 555 at 584. “Specific performance,” as the term implies, refers to the fulfilment of a promised performance through a judgment or decree. It is a Court-ordered remedy that requires precise fulfilment of a legal or contractual obligation when monetary damages are inadequate. Please also refer to Petroleum (Special) Trust Fund v. Fidelity Bank Plc & Ors [2022] 9 NWLR (Pt 1836) 475 at 518. Specific performance is an equitable remedy. Equity does not act in vain or in isolation. Equity must act for a purpose, as stated in Okpala & Ors v. Okpu & Ors [2003] 5 NWLR (Pt 812) 183 at 215. The purpose of this claim is unclear. The Claimant has not demonstrated any agreement or contract with the Defendant that would entitle her to claim the works as personal to her or her team. According to the parties' contract, the intellectual property rights to the Claimant’s works during her employment belong to the Defendant. Furthermore, since the Claimant's relationship with the Defendant has been severed, it is not up to her to decide which team should be credited with the business continuity programme. She has nothing to gain or lose from this attribution. Therefore, I find as a fact that the Claimant has not established her right to relief in her fifth claim.

 

Is the Claimant entitled to payment of the six months’ salary in lieu of notice?

 

52.     It is undisputed that the Defendant approved the payment of six months' salary in lieu of notice to the Claimant as terminal benefits in its letter dated 22nd April 2022 (Exhibit 5). Paragraph 2(a) of the letter clearly states, “With respect to the 'three months’ basic salary in lieu of notice,' this has been revised upwards to 'six (6) months’ basic salary in lieu of notice (net of all indebtedness to the NGX and applicable taxes).” Attached to Exhibit 5 is a statement of the Claimant’s final entitlements, showing a total entitlement of N6,645,924.54 and total indebtedness of N12,914,334.34, resulting in a negative balance of N6,303,367.90. The Claimant did not challenge these figures. Despite acknowledging these facts in paragraphs 12 to 16 of her amended statement on oath dated 10th January 2024, the Claimant claimed in paragraph 17 of her sworn statement that, despite her forced exit, her entitlements and other benefits have yet to be paid. Under cross-examination, the Claimant admitted that the parties had agreed on the purchase price of the status car but stated that she is in Court because the Defendant was unwilling to reach an agreement. Therefore, I conclude that while the Claimant is entitled to the sum of N6,645,924.54 as terminal benefits, this benefit is subject to the payment of her debts to the Defendant. Having acknowledged that the parties agreed on a selling price of N12,914,334.34 for the status car and that she still possesses the car, indicating her willingness to buy it, I find that the Claimant is not entitled to her N6,645,924.54 terminal benefits. These benefits have been appropriately used to settle part of her indebtedness to the Defendant.

 

Should the Defendant reflect the Claimant’s contribution of ?5,995,000.00 in the vehicle purchase agreement?

 

53.     The supporting evidence is contained in paragraphs 14, 15, and 16 of the Claimant’s additional sworn statement dated 10th January 2024, and paragraphs 25 and 26 of her evidence to the counterclaim dated 28th March 2023. The Claimant also relies on Exhibits 6, 7, 9, 25, and 26. The Claimant asserts that the Defendant paid her N17,000,000 to acquire a status car. However, this amount was insufficient to purchase a 2020 Honda CR-V, prompting her to contribute an additional N5,995,000. This brought the total cost of the car to about N22,000,000. After her employment was terminated and while negotiating the car purchase, the Defendant insisted that the Claimant's contribution of N5,995,000 would not be included in the vehicle purchase agreement, which indicated that a 2022 Honda CR-V SUV was provided to her. Since the N17,000,000 provided did not cover the full price of the luxury car, the Claimant requested that both parties' contributions be documented in the purchase agreement. However, her requests were ignored. Documentary evidence supports the Claimant's claims, demonstrating that she indeed contributed N5,995,000 towards the purchase of the status car, and that the Defendant disregarded her request to include her contribution in the agreement. During cross-examination, the Claimant acknowledged that her reason for being in Court was her observation that the Defendant was unwilling to come to an agreement with her.

 

54.      The Defendant’s evidence is found in paragraphs 17 to 34 of the Defendant’s witness’s sworn statement, and Exhibits D9 to D12. It is to the effect that the Defendant allocated N17,000,000 for a status vehicle, but the Claimant chose a more expensive option costing N22,995,000. She agreed to cover the N5,995,000 difference and paid this amount on 24th May 2021. The Claimant received her 2020 Honda CR-V SUV on 2nd August 2021, after her promotion to Principal Manager. According to the agreement, the vehicle remains the property of the Defendant and can be purchased by the Claimant for 1% of the purchase price by August 2026 if she is still employed. However, the Claimant's employment was terminated due to redundancy on 25th February 2022, just seven months after receiving the vehicle. After her termination, she requested to purchase the vehicle, and the Defendant instructed its solicitor to draft a purchase agreement. A draft was shared with the Claimant on 5th July 2022, and after her feedback, a revised agreement was sent on 22nd August 2022. On the same day, the Claimant decided not to sign the agreement, thereby delaying the finalisation of the exit processes. Exhibits D9 to D11 are similar to Exhibits 25 and 26. Exhibit D12 is the Claimant’s email declining her signature because the Defendant did not buy her 2020 Honda CR-V SUV. During cross-examination, the Defendant’s witness admitted that there was a back and forth and that the issue was that the Claimant requested that her contribution towards the purchase of the status car be reflected in the vehicle purchase agreement.

 

55.      Both parties are in agreement on this issue. They acknowledge that the Defendant allocated N17,000,000 for a status vehicle, while the Claimant opted for a 2020 Honda CR-V SUV, which cost N22,995,000. The Claimant paid the difference of N5,995,000 to complete the purchase. The parties also agree on the purchase itself. The dispute arises from the Defendant’s reluctance to reflect the Claimant’s contribution in the vehicle purchase agreement. Notably, the Defendant has not provided any convincing reason for insisting that this clause be excluded. In her final written address, the Claimant argued that the Defendant’s refusal to recognise her contribution constitutes unjust enrichment and urged the Court to include the clause in the agreement. Conversely, the Defendant stated that it does not dispute the Claimant’s contribution to the purchase of the car and has acknowledged this in its pleadings. However, the Defendant requested that the Court refrain from granting the relief, arguing that doing so would be equivalent to imposing contractual provisions on the parties.

 

56.      I have carefully reviewed the evidence and the addresses of both parties and noted that the facts are undisputed. It is clear that the Defendant did not purchase a 2020 Honda CR-V SUV for the Claimant. The allocated amount of N17,000,000 was insufficient to buy the car. The Claimant paid an additional N5,995,000 to complete the purchase. As mentioned earlier, the Defendant has not justified its refusal to include a clause recognising the Claimant’s N5,995,000 contribution towards the purchase of the car. This refusal has resulted in over 3 years of litigation and associated costs. Courts are established to serve justice, guided by the principles of law and the rules of the Court. Please refer to Broad Bank of Nigeria Ltd v. Alhaji S. Olayiwola & Sons Ltd & Anor [2005] 3 NWLR (Pt 912) 434 at 450. Furthermore, Section 14 of the National Industrial Court Act, 2006, states that the Court shall, in exercising the jurisdiction vested in it under this Act in every cause or matter, have the power to grant, either absolutely or on such terms and conditions as the Court deems just, all such remedies as any of the parties may appear to be entitled to, regarding any legal or equitable claim properly presented to the Court, so that, as far as possible, all matters in dispute between the parties may be completely and finally determined, and any multiplicity of legal proceedings concerning those matters may be avoided. Given the totality of the evidence before me, I find that the justice of this case demands that the Defendant be directed to include a clause acknowledging the Claimant’s N5,995,000 contribution to the purchase of the 2020 Honda CR-V SUV in the vehicle purchase agreement. Therefore, this issue is resolved in favour of the Claimant.

 

            In the premises, the first issue for determination is resolved partially in favour of the Claimant.

         

          Consideration of the reliefs

 

57.     The first claim is for a bonus payout in the sum of N7,000,000 (seven million naira) due to the Claimant as the Defendant’s Head, Information Security and Business Continuity from March 2021 to September 2021. I have determined that the Claimant has not proven her entitlement to the 2021 bonus payout and, as a result, is not eligible for this claim. I adopt my reasoning and conclusions in paragraphs 44 to 48 above, and hold that this claim has not been substantiated and is hereby denied.

 

58.     The second claim seeks a bonus payout in the sum of N3,000,000 due to the Claimant as the Defendant’s acting Chief Risk Officer from September 2021 to April 2022. This claim is related to the first claim, which has been denied and is therefore refused due to insufficient pleading and evidence.

 

59.     The third claim seeks an award of six months’ salary in lieu of notice in the sum of N6,645,924.54 (six million, six hundred and forty-five thousand, nine hundred and twenty-four naira, fifty-four kobo). In this judgment, I have determined that the Claimant is entitled to terminal benefits amounting to N6,645,924.54. However, this benefit is subject to the settlement of her indebtedness to the Defendant. The parties had previously agreed on a selling price of N12,949,292.44 for the status car, which the Claimant still possesses, indicating her intention to purchase it. Therefore, I find that the Claimant is not entitled to receive the sum of N6,645,924.54 from the Defendant, as this amount has been appropriately applied to settle part of her outstanding debt to the Defendant. Thus, this claim is denied.

 

60.     The fourth claim is for order of specific performance directing the inclusion of a clause acknowledging the Claimant’s contribution (N5,995,000) to the purchase of the status car in the vehicle purchase agreement. In this judgment, I determined that the justice of this case demands that the Defendant be directed to include a clause acknowledging the Claimant’s N5,995,000 contribution to the purchase of the 2020 Honda CR-V SUV in the vehicle purchase agreement. I adopt my reasoning and conclusions in paragraphs 53 to 56 above, and hold that this claim has been substantiated and is hereby granted.

 

61.     The fifth claim seeks an order of specific performance arrogating the work of the Claimant to the Business Continuity Management Team, not the Business Continuity Steering Committee (BCSC), in line with the rulebook and responsibilities within Business Continuity Management practice in the LBS Case Study – Nigerian Exchange Group: Riding the Tides. Specific performance is an equitable remedy. Equity does not act in vain or in isolation. Equity must act for a purpose, as stated in Okpala & Ors v. Okpu & Ors (supra). The purpose of this claim is unclear. The Claimant has not demonstrated any agreement or contract with the Defendant that would entitle her to claim the works as personal to her or her team. According to the parties' contract, the intellectual property rights to the Claimant’s works during her employment belong to the Defendant. Furthermore, since the Claimant's relationship with the Defendant has been severed, it is not up to her to decide which team should be credited with the business continuity programme. She has nothing to gain or lose from this attribution. Therefore, I hold that the Claimant has not established her right to this claim, which is accordingly denied.

 

62.     The sixth claim is for the sum of N20,000,000 as damages for unlawful withholding of the Claimant’s benefits since April 2022. General damages are those that the law presumes to be the direct, natural, or probable consequence of the act in question. They are a type of monetary compensation awarded at the Court’s discretion to alleviate losses caused by the actions of the opposing party, as established in Nigerian Railway Corporation v. Ojo [2021] LPELR-55971(CA) 40-41. General damages are intended to compensate for actual injuries. To qualify for an award of general damages, the Claimant must demonstrate that she has suffered a legally recognisable loss due to the actions or omissions of the Defendant, as illustrated in Ecobank Nigeria Limited v. Saleh [2020] LPELR-52024(CA) 83-85. In this case, I have determined that the Claimant is entitled to terminal benefits amounting to N6,645,924.54. However, this benefit is contingent upon the Claimant's payment of her debts to the Defendant. The parties had previously agreed on a selling price of N12,914,334.34 for the status car, which the Claimant still possesses, indicating her intention to purchase it. There is evidence that the Defendant was prepared to pay the Claimant’s terminal benefit immediately, but the Claimant requested to purchase the status car, and the parties agreed on the purchase price as stated in paragraph 32 of the Defendant’s witness’s sworn statement. Therefore, I determined that the Claimant is not entitled to receive the sum of N6,645,924.54 from the Defendant, as this amount had been appropriately applied to settle part of her outstanding debt to the Defendant. In this circumstance, the Defendant did not wrongfully withhold the Claimant’s benefits. Thus, the Claimant has not suffered any injury, and consequently, damages are not awardable. This claim is therefore denied.

 

63.     The seventh claim is for post-judgment interest at the prevailing Central Bank of Nigeria’s rate. This Court, under Order 47, Rule 7 of the National Industrial Court of Nigeria (Civil Procedure) Rules, 2017, has the authority to award post-judgment interest at a minimum rate of 10% per annum. However, since no monetary amount has been granted to the Claimant, there is no basis for awarding post-judgment interest. Therefore, this claim is denied.

 

64.      The eighth claim is for consequential orders that this Honourable Court may deem fit to grant in the circumstances. A Court has the authority to issue an order that may seem incidental yet is necessary for a proper and final resolution of a case before it. Such an order can be made even if it was not specifically claimed to prevent further disputes between the parties. Please refer to Kayili v. Yilbuk & Ors [2015] 7 NWLR (Pt 1457) 26 at 80. However, in this instance, there is no issue addressed that is not included in the Claimant’s claims. Therefore, this claim is unnecessary and accordingly denied.

                                        

Issue two: Whether the Defendant is entitled to judgment on the counterclaim?

 

65.     The counterclaim is summarised in paragraph 2 above. A counterclaim is an independent action, and the burden of proof lies with the Defendant to convince the Court that it is entitled to judgment on its claims. Please refer to Sections 131 and 136 of the Evidence Act, as well as the cases of Faloyo v. Faloyo & Anor [2021] 3 NWLR (Pt 1762) 114 at 135 and Tyonex Nigeria Limited & Anor v. Pfizer Limited [2020] 1 NWLR (Pt 1704) 125 at 161.

 

66.      The evidence presented by the parties has been summarised in this judgment. As mentioned earlier, the facts of this case are mostly undisputed. Both parties agree that the Claimant was employed by the Defendant, and her employment was terminated by a letter dated 25th February 2022. In a letter dated 22nd April 2022 (Exhibit D6), the Defendant calculated the Claimant’s terminal benefits to be N6,645,924.54, conditional upon the Claimant's settlement of any debts owed to the Defendant. The Defendant also states that it was ready to pay this amount to the Claimant when she offered to buy the status car. Therefore, the parties agreed on a selling price of N12,914,334.34 for a status car that the Claimant still possesses, indicating her intention to purchase it. The essence of the counterclaim is that the Defendant has the right to deduct the sum of N12,914,334.34 from the Claimant’s exit benefits, along with the payment of any outstanding balance owed by the Claimant to the Defendant, as well as the Defendant’s solicitors’ fees and costs. The supporting evidence can be found in paragraphs 31 to 35 and 40 to 48 of the sworn statement from the Defendant's witness, as well as in Exhibits D1 to D14.

 

67.      During cross-examination, the Claimant acknowledged that she had not returned the car because she had the right to purchase it and had formally requested to do so upon her termination of employment. In this instance, the Defendant, acting as a creditor, has the right to set off the Claimant’s terminal benefits against the Claimant’s debts. However, the Defendant is required to specifically plead the right of set-off, as stated in Order 30 Rule 2(2) of the National Industrial Court of Nigeria (Civil Procedure) Rules, 2017, and the cases of Barbedos Ventures Limited v. First Bank of Nigeria Plc [2018] 4 NWLR (Pt 1609) 241 at 274 and Benin Rubber Producers Co-operative Marketing Union Limited v. Ojo & Anor [1997] 9 NWLR (Pt 521) 388 at 406. The Defendant complied with this provision, and has specifically pleaded the set off in paragraphs 31, 32, 33, 34, and 35 of the statement of defence, which are reiterated in the corresponding paragraphs of the Defendant’s witness's sworn statement. After a thorough review of the totality of the evidence presented, I find that the Defendant has successfully established its entitlement to a set-off of N12,912,334.34, which is the agreed value of the status car, against the Claimant’s terminal benefits. Therefore, the second issue for determination is resolved in favour of the Defendant.

 

          Consideration of the counterclaims

 

68.     Relief one is for a declaration that the counterclaimant has a right to immediately set off the sum of ?12,914,334.34 (twelve million, nine hundred and fourteen thousand, three hundred and thirty-four naira, thirty-four kobo), being the agreed purchase price of the status vehicle from the exit benefits of the Defendant-to-counterclaim. In this judgment, I concluded that the Defendant is entitled to set off the value of the status vehicle against the Claimant's terminal benefits. Therefore, this claim is granted.

 

69.     Relief two is for a declaration that the exit benefits of the Defendant-to-counterclaim be deemed paid by setting off the sum of ?12,914,334.34 (twelve million, nine hundred and fourteen thousand, three hundred and thirty-four naira, thirty-four kobo), being the Defendant to the counter claim’s outstanding debt to the Defendant less the sum of ?5,995,000.00 (five million nine hundred and ninety five thousand naira) which the Counterclaimant contributed to the purchase of the status car and the 20% write-off which the Defendant magnanimously approved of the Net Book Value) of the status vehicle from her final entitlement in the sum of ?6,610,966.44 (six million, six hundred and ten thousand, nine hundred and sixty- six naira, forty-four kobo). This claim is similar to the previous one, which has been granted. Accordingly, I hold that this claim has been established, and it is granted.

 

70.      Relief three is for an order directing the Defendant-to-counterclaim to pay the sum of ?6,303,367.90 (six million, three hundred and three thousand, three hundred and sixty-seven naira, ninety kobo), being the outstanding sum on the purchase of the status car after the application of the Claimant’s exit benefits to set off part of the vehicle purchase price. There is clear evidence that, in a letter dated 22nd April 2022 (Exhibit D6), the Defendant calculated the Claimant's terminal benefits to be ?6,645,924.54, contingent upon the Claimant settling any debts owed to the Defendant. After deducting the Claimant’s debts, a remaining balance of ?6,303,367.90 exists. The Claimant did not dispute this amount. It is settled law that facts that are not denied are considered admitted, and admitted facts do not require further proof. This is supported by Section 123 of the Evidence Act and the case of Balogun v. Egba Onikolobo Community Bank (Nigeria) Limited [2007] 5 NWLR (Pt 1028) 584 at 600. Therefore, I conclude that this claim has been established, and it is granted.

 

71.     Relief four is for an order directing the Defendant-to-counterclaim to pay the sum of ?10,000,000.00 (ten million naira) being solicitors’ fees. The supporting facts are outlined in paragraph 48 of the counterclaim and reiterated in paragraph 48 of the sworn statement of the Defendant's witness. The Claimant did not deny this assertion in her defence to the counterclaim, and facts that are not denied are considered admitted. However, a claim for solicitors' fees falls under the category of special damages, which must be specifically pleaded and substantiated. Although it is true that the Claimant's failure to counter the Defendant's evidence makes it uncontested and more likely to be accepted by the Court, this does not guarantee the Defendant an automatic judgment. Please refer to Elewa & Ors v. Guffanti Nigeria Plc [2017] 2 NWLR (Pt 1549) 233 at 248. The evidence provided by the Defendant must adequately support the claims made. If the evidence fails to substantiate the claims, the Defendant will not have discharged the burden of proof, and the claim may fail, even in the absence of a defence. This principle is illustrated in Erinfolami v. Oso [2011] LPELR-15357(CA) 18.

 

72.      Generally, a claim for the recovery of solicitor’s fees paid by a party to its counsel to defend a case is considered ungrantable. Relevant cases are The Shell Petroleum Development Company of Nigeria Limited v. Okeh & Ors [2018] 17 NWLR (Pt 1649) 420 at 439-440, Suffolk Petroleum Services Limited v. Adnan Mansoor Nigeria Limited & Anor [2019] 2 NWLR (Pt 1655) 1 at 33, and Keystone Bank Ltd v. Abdulgafaru Yusuf [2021] LPELR-55646(CA). These cases were decided after the case of Agbalugo & Anor v. Izuakor [2017] LPELR-43289(CA), cited by the Defendant, where the Court of Appeal determined that solicitors’ fees are claimable as special damages. I share the view that they are indeed claimable, but it is important for the party claiming the solicitors’ fees to not only provide evidence of the amount claimed with relevant particulars but also demonstrate that the fees are reasonable and justifiable in the given circumstances.

 

73.      Upon reviewing the pleadings and evidence supporting the claim for solicitors’ fees, I note that, although the Defendant stated that it was sued and engaged solicitors, there are no sufficient particulars provided. It is unclear from the pleading and the Defendant’s witness’s testimony how much was charged and agreed upon, as well as how much had been paid, and the method of that payment. The Defendant seeks N10,000,000 as solicitors' fees, but the basis for this amount remains unclear. The Defendant submitted Exhibits D13 and D14, which are a letter from the Defendant’s solicitors dated 8th November 2022 indicating professional fees of N10,000,000, and a receipt dated 16th November 2022 for N5,000,000. However, there is no evidence of any agreement between the Defendant and its solicitors regarding the payment of this fee. Typically, a solicitor’s invoice is viewed as a proposal that requires agreement, and there is no evidence of such an agreement in this case. Exhibit D14 appears to be a receipt for N5,000,000, allegedly paid by the Defendant to the solicitors via bank transfer. However, the bank transfer receipt was not provided, nor were the approval vouchers for the payment. There is a lack of justification from the Defendant concerning the claimed or allegedly paid amounts. Since this is a claim for a specific sum, it must be justified under Sections 131(1) and 136(1) of the Evidence Act. Producing just an invoice and a receipt is insufficient; the claimed amount must be reasonable and must be shown to be either paid or payable by the Defendant. This evidence is lacking.

 

74.      Furthermore, the fact that the Claimant did not cross-examine the Defendant’s witness on this issue or challenge it is of no moment. A claim for solicitors’ fees belongs to a special class of special damages, as it is typically against public policy to transfer the litigation costs of one party to another. Therefore, any such claim must be strictly proven. Additionally, it is a settled principle of equity that a party should not be allowed to benefit from its wrongs. In this judgment, I determined that the Defendant did not purchase a 2020 Honda CR-V SUV for the Claimant. The allocated sum of N17,000,000 was insufficient to purchase the car, and the Claimant contributed an additional N5,995,000 to complete the transaction. I also found that the Defendant had not justified its refusal to include a clause recognising the Claimant’s contribution of N5,995,000 towards the car’s purchase. This refusal has led to over three years of litigation and related costs. In these circumstances, the Defendant must bear the cost of its solicitors’ fees. Therefore, I conclude that the Defendant has not adequately established this claim, and it is accordingly denied.

 

75.     Relief five is for the cost of this action. Litigation costs follow the outcome of the case, and the successful party is entitled to recover its costs. This principle is illustrated in cases such as Ezennaka v. C.O.P., Cross River State [2022] 18 NWLR (Pt 1862) 369 at 420, Yakubu v. Min. Housing & Environment, Bauchi State [2021] 12 NWLR (Pt 1791) 465 at 485, and Ubani-Ukoma & Anor v. Seven-Up Bottling Company Plc & Anor [2023] 2 NWLR (Pt 1867) 117 at 184. Costs are awarded to partially compensate the successful party for the losses it incurred during the litigation process. The Court has the discretion under Order 55 Rule 1 of the National Industrial Court of Nigeria (Civil Procedure) Rules, 2017, to award costs, and this discretion must be exercised both judicially and judiciously. Furthermore, under Order 55 Rule 2 of the National Industrial Court of Nigeria (Civil Procedure) Rules, 2017, the Court is empowered to order the successful party to pay the costs of any specific proceedings in the suit, regardless of its overall success in the case. Having found that the Defendant had not justified its refusal to include a clause recognising the Claimant’s contribution of N5,995,000 towards the car’s purchase, and that this refusal led to over three years of litigation and related costs, I hold that the Defendant is not entitled to the cost of this action. Thus, this claim is denied.

 

76.     The next claim is for such further order or other orders as this Court may deem fit to make in the circumstances of this case. This relief is imprecise. As stated in this judgment, while the Court has the authority to make consequential orders that are necessary for a proper and final resolution of a case before it, there is no issue addressed that is not included in the Defendant’s counterclaim. Therefore, this claim is unnecessary and accordingly denied.

 

77.   Overall, the claim and counterclaim are partially successful. Reliefs 1, 2, 3, 5, 6, 7, and 8 of the Claimant’s claims are dismissed. Relief 4 is granted. Additionally, Reliefs 1, 2, and 3 of the counterclaims are granted, while reliefs 4, 5, and 6 are dismissed. For the avoidance of doubt, judgment is entered as follows:

 

a.      The Defendant is hereby directed to include a clause acknowledging the Claimant’s N5,995,000 contribution to the purchase of the 2020 Honda CR-V SUV in the vehicle purchase agreement.

 

b.     It is declared that the Defendant has a right to immediately set off the sum of ?12,914,334.34 (twelve million, nine hundred and fourteen thousand, three hundred and thirty-four naira, thirty-four kobo), being the agreed purchase price of the status car from the Claimant’s exit benefits.

 

c.      It is declared that the Claimant’s exit benefits of N6,645,924.54 have been paid by using them to liquidate part of the Claimant’s liability to the Defendant.

 

d.     The Claimant is hereby directed to pay the Defendant the sum of ?6,303,367.90 (six million, three hundred and three thousand, three hundred and sixty-seven naira, ninety kobo), being the outstanding sum on the purchase of the status car after the application of the Claimant’s exit benefits to set off part of the vehicle purchase price.

 

Judgment is entered accordingly.

 

 

 

…………………………………..

IKECHI GERALD NWENEKA

JUDGE

            9/3/2026

 

            Attendance: Parties absent.

 

            Appearances

 

Dr. Olumide Babalola with Etisang Solomon Esq. for the Claimant

Folabi Kuti, SAN, with Adejumoke Ademola Esq., Chidiebere Nneji Esq., Toluwalase Dele-Peters Esq., and Chinasa Obiorah Esq. for the Defendant