IN THE NATIONAL INDUSTRIAL COURT OF NIGERIA
                   IN THE PORT HARCOURT JUDICIAL DIVISION
                              HOLDEN AT PORT HARCOURT

BEFORE HIS LORDSHIP:

HONOURABLE JUSTICE BUHARI SANI……...JUDGE

ON WEDNESDAY THE 14^TH DAY OF OCTOBER, 2026

 SUIT NO: NICN/PHC/99/2023
 
 BETWEEN:

MRS. IFEYINWA ECHEFU ..........................................……..CLAIMANT

AND

 GLOBAL LIFTING SERVICES NIGERIA LIMITED .......…..DEFENDANT
 
JUDGMENT
 
 This action was commenced by the Claimant via a Complaint and Statement of Material Facts dated the 2nd day of October 2023 and filed on the 27th day of October 2023. 

The Claimant prayed for the following reliefs against the Defendant:
 
1. An Order for the payment of her accrued gratuity of N8,776,443.00.

2. An Order for the cost of litigation of N1,223,557.00.

 Upon being served with the originating process, the Defendant filed a Memorandum of Conditional Appearance, Statement of Defence, List of Witnesses, and Witness Statement on Oath on the 2nd day of February 2024. The Defendant also filed a Motion on Notice for an extension of time to file its defence out of time. On the 5th day of February 2024, this Court granted the motion, deeming the already filed processes as properly filed and served. The Claimant filed a Reply to the Statement of Defence on the 9th day of February 2024. The matter proceeded to trial, and parties filed their respective Final Written Addresses. The Defendant also filed a Reply on Points of Law to the Claimant's Final Address.
 
  CASE OF THE PARTIES
 

The Claimant's Case:
The Claimant, Mrs. Ifeyinwa Echefu, was employed by the Defendant on the 22nd day of December 2004 and commenced work on the 4th day of January 2005. Her appointment was confirmed on the 8th day of September 2005. She worked diligently and meritoriously for 14 years and 11 months, rising to the position of a Chartered Administrator.
 
 The Claimant's case is that her conditions of service were governed by the Defendant's Employee Handbook, which provided for the payment of gratuity under Section 6.2 of Chapter 6. Following a change in the ownership of the Defendant company in 2018, the new management, through Mr. Leonard Arueyingho, issued a letter dated 31st July 2018, calculating her accrued gratuity up to 31st March 2018 as N8,776,443.19. On the 14th of February 2019, she was advised by the Defendant to tender her resignation, which she did. However, her gratuity was not paid. Despite several demand letters, the Defendant failed to pay, leading to the institution of this suit.
 
 The Defendant's Case:
 The Defendant admits that the Claimant was its employee but denies liability to pay the gratuity claimed. The Defendant contends that sometime in April 2018, its management and ownership changed. The new management engaged Mr. Leonard Arueyingho, the CEO of Capital Custodian Ltd, as an external consultant to understudy the company for a smooth transition.
 
 The Defendant avers that the alleged Employee Handbook relied upon by the Claimant was unsigned and undated, making it a mere proposal with no legal effect. It further states that Mr. Leonard Arueyingho acted ultra vires by signing a letter dated 31st July 2018, purporting to grant a gratuity scheme, as he had no authority to do so. The new management subsequently issued an internal memo dated 8th August 2018, nullifying the unauthorized letter and abolishing the unsigned Employee Handbook. The Defendant maintains that gratuity in private employment is not a statutory entitlement but a matter of contract, and since no valid contract for gratuity exists, the Claimant's claim is baseless.
 
  ISSUES FOR DETERMINATION

 The parties submitted issues for determination. The Claimant submitted two issues, while the Defendant submitted two issues. The Court, having reviewed the pleadings and evidence, adopts a sole issue for the determination of this suit:
 
"Whether the Claimant has proved her case on the balance of probabilities to be entitled to the payment of her accrued gratuity of N8,776,443.00 and the cost of litigation from the Defendant."
 
 SUBMISSIONS OF COUNSEL
 
Claimant's Counsel's Submission:
 Learned Counsel for the Claimant, submitted that the Claimant has proved her case. He argued that the Employee Handbook (Exhibit C6) and the letter of 31st July 2018 (Exhibit C7) constitute a binding contract for gratuity. He relied on the doctrine of alter ego, arguing that Mr. Leonard Arueyingho was the alter ego of the Defendant and acted within the scope of his authority when he signed Exhibit C7. He submitted that a memo from the new CEO cannot nullify an existing employment contract. Counsel argued that the Claimant's employment was constructively terminated, entitling her to her vested rights. He relied on the cases of Union Bank of Nigeria Ltd v. Ozigi (1994) 3 NWLR (Pt. 333) 385 and Calabar Cement Co. Ltd v. Daniel (1991) 4 NWLR (Pt. 188) 750.
 
Defendant's Counsel's Submission:
 Learned Counsel for the Defendant, Abayomi Akinwole Esq., submitted that the Claimant's claim is unmeritorious. He argued that the Employee Handbook (Exhibit C6) is unsigned and undated and therefore legally ineffective, relying on Omega Bank (Nig.) Plc v. O.B.C. Ltd (2005) 8 NWLR (Pt. 928) 547. He further submitted that Mr. Leonard Arueyingho acted ultra vires by signing Exhibit C7, as he was merely an external consultant and not a director or officer of the Defendant. He relied on Yadis (Nig.) Ltd v. Great Nigeria Insurance Co. Ltd (2007) 14 NWLR (Pt. 1055) 584. Counsel contended that gratuity in private employment is a matter of contract and not a statutory entitlement, citing NEPA v. Adeyemi (2007) 3 NWLR (Pt. 1021) 315. He argued that the Claimant failed to prove the computation of the gratuity claimed, relying on UBN Plc v. Chinyere (2010) 10 NWLR (Pt. 1203) 453.
 
  COURT'S DECISION
 
 The Claimant was an employee of the Defendant until her resignation on 14th February 2019. Her claim for gratuity is based on Section 6.2 of the Defendant's Employee Handbook and a letter dated 31st July 2018 issued by Mr. Leonard Arueyingho. The Defendant disputes the validity of both documents and denies any obligation to pay gratuity.
 
 The sole issue for determination is whether the Claimant has proved her entitlement to the gratuity claimed. The resolution of this issue hinges on the legal status and effect of the Employee Handbook (Exhibit C6) and the letter of 31st July 2018 (Exhibit C7).

 A critical point raised in the course of this proceedings is the fact that the Defendant did not deny the existence of the Employee Handbook. The Defendant's pleadings and the testimony of its witness, Databa D. Jack, expressly admitted the existence of the "alleged Employee Handbook" which the new management found on acquisition. The Defendant did not deny that the handbook was in existence or that it was applicable to the staff. Instead, the Defendant's case was that:
 
 1. The handbook was unsigned and undated, making it a mere proposal.
 2. The new management issued a memo on 8th August 2018 (Exhibit D3) abolishing the handbook.
 
 The law is settled that facts admitted need no further proof. Section 123 of the Evidence Act 2011 provides that no fact needs to be proved in any civil proceeding which the parties to the proceeding or their agents agree to admit at the hearing, or which before the hearing they agree to admit by any writing under their hands, or which by any rule of pleading in force at the time they are deemed to have admitted by their pleadings. The Defendant's admission is that the document exists; it is not an admission that the document is legally binding. The Defendant's case is that the document, though in existence, was never executed and therefore never became a binding contract.
 
 The Claimant's case, on the other hand, is that the handbook was given to her, she signed it, and it governed her employment. She testified under cross-examination that she signed the handbook and returned it, keeping a duplicate copy for herself. She also stated that the original was filed in the company's file. The burden of proof, therefore, shifts to the Claimant to establish that the handbook was a binding document.
 
 The Claimant's evidence on this point is that She was given the handbook in 2006, She signed it, She returned the original to the company and kept a duplicate copy and the copy she kept is Exhibit C6.
 
 However, Exhibit C6, as tendered, does not bear her signature. The signature page attached to the handbook shows a space for "STAFF SIGNATURE" and "DATE", but this space is blank. The date "1.02/2006" is handwritten at the bottom of the page, but there is no corresponding signature. The Claimant did not produce the original copy she claimed to have filed with the company. She did not call any witness from the Human Resources Department to confirm that a signed original existed in the company's file. She did not produce any acknowledgment of receipt signed by the company.
 
 The Defendant, on the other hand, called its Compliance/Administrative Officer, Databa D. Jack, who testified that the handbook was never signed or dated by management or staff. The Defendant also tendered the internal memo of 8th August 2018 (Exhibit D3), which expressly stated that the Employee Handbook was not signed and dated by the previous board, management, and its employees, and was therefore a proposed Employee Handbook.
 
 The law is clear that for a document to constitute a binding contract, there must be an offer, acceptance, consideration, and an intention to create legal relations. In the case of an employee handbook, which is a unilateral document issued by an employer, it becomes binding when it is expressly or impliedly incorporated into the contract of employment. In the present case, the Claimant's letter of employment (Exhibit C1) states: 

"This appointment shall be governed by the other conditions set out in the company's employees' handbook and other applicable labour laws in Nigeria." 

This is an express reference to the handbook. However, the question remains whether the handbook, as at the time of the Claimant's employment, was a legally enforceable document.
 
 In the case of Omega Bank (Nig.) Plc v. O.B.C. Ltd (2005) 8 NWLR (Pt. 928) 547 at 582, the Supreme Court held that: "An unsigned and undated document has no efficacy in law. It cannot create any legal right or obligation between parties." The same principle applies to an employee handbook that is unsigned and undated. It remains a mere proposal until it is formally accepted and executed by the parties.
 
 The Claimant's counsel relied on the case of Mrs. Roseline Ekeng v. International Energy Insurance Plc (unreported) Suit No. NICN/LA/122/2016, where this Court held that employees are not required to sign or date a handbook for it to be binding. That case is distinguishable. In that case, the handbook was expressly incorporated into the contract of employment and had been consistently applied by the parties over a period of time. The Court found that the parties had, by their conduct, accepted the handbook as binding. In the present case, the Defendant has consistently denied the binding nature of the handbook. The new management, upon acquisition, expressly abolished it. The Claimant has not shown that the handbook was consistently applied or that the Defendant treated it as binding.
 
 In light of the above, the fact that the Defendant did not deny the existence of the Employee Handbook does not assist the Claimant's case. The Defendant's admission is that the document existed, not that it was legally binding. The Claimant bears the burden of proving that the handbook was a binding contract. She has failed to do so. The handbook is unsigned and undated. The Claimant did not produce a signed original or call witnesses to confirm its execution. The Defendant's evidence that it was a mere proposal is credible and is supported by the memo of 8th August 2018. Therefore, the Employee Handbook (Exhibit C6) is not a legally enforceable document. It cannot be the basis for the Claimant's claim for gratuity.
 

 The Letter of 31st July 2018 (Exhibit C7): The Claimant's case rests heavily on this letter, which calculated her gratuity at N8,776,443.19. The letter was signed by Mr. Leonard Arueyingho. The Defendant argues that Mr. Arueyingho had no authority to bind the company. The evidence before the Court shows that Mr. Arueyingho was engaged by the new management as an external consultant through a letter of engagement (Exhibit D2). His role was to assist with the transition. He was not a director or an officer of the Defendant company.
 
 The law is clear that a company is only bound by the acts of its directors or authorized officers acting within the scope of their authority. In the case of Yadis (Nig.) Ltd v. Great Nigeria Insurance Co. Ltd (2007) 14 NWLR (Pt. 1055) 584, the Court of Appeal held that Where a person acts beyond the authority conferred upon him, his principal cannot be bound by such unauthorized acts.

 The Claimant has not provided any evidence, such as a board resolution or a power of attorney, showing that Mr. Arueyingho was authorized to issue a letter granting a gratuity scheme. The Share Purchase Agreement (Exhibit D1) shows he signed as a director of Capital Custodian Ltd, the buyer, but this does not make him a director of the Defendant company. Therefore, his action in signing Exhibit C7 was ultra vires and cannot bind the Defendant.
 
 On Gratuity in Private Employment: The law is settled that gratuity in private employment is not a statutory entitlement but a matter of contract. In NEPA v. Adeyemi (2007) 3 NWLR (Pt. 1021) 315 at 337, the Court of Appeal held that Entitlement to gratuity depends entirely on the terms of the contract of employment. There is no general right to gratuity in private employment. The Claimant's letter of employment (Exhibit C1) and confirmation letter (Exhibit C2) do not contain any clause providing for gratuity. The only documents she relies on are the unsigned handbook and the unauthorized letter. Since both documents are legally ineffective, there is no valid contract between the parties for the payment of gratuity. The Defendant's offer of N500,000 as a discretionary payment does not constitute a legally binding obligation.
 
 Also, assuming the Claimant was entitled to gratuity, she failed to prove the basis for the computation of the N8,776,443.19 claimed. In the case of UBN Plc v. Chinyere (2010) 10 NWLR (Pt. 1203) 453, the Court held that a claimant seeking payment of gratuity must place before the court the terms and conditions of service and the evidence by which the computation can be verified. The Claimant in this case did not provide the formula used to arrive at the figure, other than relying on the disputed Exhibit C7.
 
 In conclusion, I find that the Claimant has failed to prove her case on the balance of probabilities. The Employee Handbook (Exhibit C6) is an unsigned and undated document with no legal effect. The fact that the Defendant admitted its existence does not make it legally binding. The letter of 31st July 2018 (Exhibit C7) was issued by Mr. Leonard Arueyingho, who acted ultra vires and had no authority to bind the Defendant. Finally, there is no valid contract between the parties providing for the payment of gratuity.
 
 Accordingly, the Claimant's claim fails in its entirety. The suit is hereby dismissed.

No cost is awarded, parties to bear their respective costs.

 
 Judgment is entered accordingly.

 
                                            HON. JUSTICE BUHARI SANI

JUDGE

APPEARANCES:

Mr. Mboho, Esq, for the claimant.