IN THE HIGH COURT OF LAGOS STATE

IN THE LAGOS JUDICIAL DIVISION

HOLDEN AT LAGOS
SUIT NO: LD/7799GCM/2024
BETWEEN:
HUBBARD SYSTEM LIMITED -
CLAIMANT/APPLICANT

AND

1.KENSHAD INTERNATIONAL LTD -

DEFENDANTS/RESPONDENT
2. KEN UKAOHA

MOTION ON NOTICE
BROUGHT PURSUANT TO ORDER 26 RULE 1 OF THE HIGH
COURT OF LAGOS (CIVIL PROCEDURE) RULES, 2019 AND
UNDER THE INHERENT JURISDICTION OF THIS
HONOURABLE COURT
TAKE NOTICE that this Honourable Court shall be moved on the
day of 2025, at the hour of 9 o'clock in the forenoon or so soon
thereafter as Counsel may be heard on behalf of the
Claimant/Applicant (Applicant) praying the Court for the following
reliefs:
i. AN ORDER of this Honourable Court granting leave to the
Applicant to amend its Originating processes dated 14th March, 2024,
in the manner set out in the Proposed Amended Originating
processes.
ii. AN ORDER of this Honourable Court deeming the Applicants’
Amended Originating Summons and other front loaded documents as
properly filed and served.
iii. AND FOR SUCH FURTHER ORDER(S) as this Honourable
Court may deem fit to make in the circumstances in the interest of
justice.

Dated this day of , 2025

 _________________________
OLAYIMIKA
OLASEWERE

CLAIMANT'S COUNSEL
Rooftop Chambers
38/40 Orlando Martins (Old
Strachan), Lagos.
Email:info@rooftopchambers
.com,
olayimika@rooftopchambers.
com
FOR SERVICE ON:
THE 1ST DEFENDANT
15, Panama Street,
Maitama Federal Capital Territory,
Abuja.

THE 2ND DEFENDANT

15, Panama Street,
Maitama Federal Capital Territory,
Abuja.
 IN THE HIGH COURT OF LAGOS STATE
IN THE LAGOS JUDICIAL DIVISION
HOLDEN AT LAGOS
SUIT NO: LD/7799GCM/2024
BETWEEN:
1. HUBBARD SYSTEM LIMITED -
CLAIMANT
AND
1. KENSHAD INTERNATIONAL LTD -
DEFENDANTS
2. KEN UKAOHA

AFFIDAVIT IN SUPPORT
I, Akinwale Irokosu, Male, Nigerian Citizen, of 20, Adetokunbo
Ademola Street, Victoria Island, Lagos State, hereby make an oath
and state as follows:
1. That I am a legal adviser to the Claimant and by virtue of which
I am conversant with the facts deposed herein.
2. That I have the consent and authority of the Claimant to depose
to this Affidavit.
3. That the facts deposed to herein are within my personal
knowledge.
4. That the Claimant is a company duly incorporated under the
Companies and Allied Matters Act, (CAMA) 2020 and carrying on
business at 40, Adisa Bashua Street, Surulere, Lagos State.
st
5. That the 1 Defendant is a company duly incorporated under the
Companies and Allied Matters Act, (CAMA) 2020 and carrying on
business at 15, Panama Street, Maitama Federal Capital
Territory, Abuja.
6. That the 2nd Defendant is the Managing Director and a majority
shareholder of the 1st Defendant.
Transactions Leading to This Dispute
7. The Defendants acquired leasehold interest in an off-plan
development of the property located and situate at the Federal
Ministry of works and Housing Estate 1, Mahogany Close,
Osborne phase II, Ikoyi, Lagos by the virtue of a Development
Lease Agreement dated 6th January, 2014 executed between the
1st Defendant and the Federal Ministry of Works,Housing and
Urban Development. A copy of the Development Lease
Agreement dated 6th January, 2014 is hereby attached and
marked as Exhibit HUB1.
8. That sometime in 2015, the 1st Defendant,through the 2nd
Defendant offered the sale of the properties situate at House 3 & 4
of the property located at Abba Court, Osborne Phase 2, Ikoyi,
Lagos (“the Property”) to the Claimant for a valuable consideration
of N50,000,000.00 (Fifty Million Naira) only.

9. That the value of the Nigerian Naira to a United States Dollar as

at the date of the aforesaid contract was N198 (One Hundred &
Ninety-Eight Naira) to $US 1(One United States Dollars) and the
consideration was equivalent to $US252,525 (Two Hundred and
Fifty Two Thousand, Five Hundred and Twenty Five United
States Dollars) at the time the contract was entered into.
10. That the 2nd Defendant was, at the relevant time, aggressively
and desperately looking for investment to move to site and start
executing the development lease contract of 1st Defendant in order
not to lose the opportunity/benefit of the contract with the
Federal Ministry of Housing which stipulates in clause 9 that 25%
of the project must be completed for disposal within the first 2
(Two)years of the grant of the lease.
11. That the 1st and 2nd Defendants had less than 5 (Five) months to
achieve the completion of the aforesaid 25% failure of which the
st nd
1 and 2 Defendants would be in breach of the agreement and
same would be liable to be terminated.
12. That the Claimant accepted the offer of the 1 st and 2nd
Defendants and parties entered into a Contract of Sale
th
(“Agreement”) dated 11 August, 2015 and the Claimant paid the
total sum of N50,000,000.00 (Fifty Million Naira) only being the
value of the property, the receipt of which was acknowledged by
the 1st and 2nd Defendants. A copy of the Contract of Sale
Agreement dated 11th August, 2015 is hereby attached and
marked as Exhibit HUB2.
13. That the Claimant subscribed to 1 st and 2nd Defendants' offer as
an investment upon which the Claimant hoped to make profit in
the short or long run to recover its money.
14. That upon the execution of the Contract of Sale, the 1 st and 2nd
Defendants promised to execute a Deed of Assignment in favour of
the Claimant at a later date.
15. That Clause 2.4 of the Contract of Sale clearly provided that the
1st Defendant (“the Vendor”) in the agreement) shall within 14
(Favour) months deliver the completed 2 (Two) units of semi-
detached 2 (Two) Storey buildings with 4 (Four) bedrooms to the
Claimant (“the Purchaser”).
16. That the 14 (Fourteen) months period provided by the
Agreement for completion and delivery commenced from the date
the agreement was signed being 11th August, 2015, and ended
th
on 11 October, 2016.
17. That the 1st and 2nd Defendants failed, neglected, and refused
to complete the properties at the expiration of the agreed
completion period, despite payment of the purchase price by the
Claimant.
18. That having relentlessly demanded from the 1st and 2nd
Defendants to perform their end of the contract executed by parties
to no avail,the Claimant engaged the professional legal services of
Messrs Probitas Partners LLP to take all the necessary legal
remedies and to ensure that it recovers vacant possession of the
property owing to the unreasonable delay of the Defendants to
complete and deliver the aforesaid property within the stipulated
time frame.
19. That the Claimant's Counsel by letter dated 15th February,2017,
requested the immediate completion of the property to the Claimant
in line with the agreement between parties. A copy of the letter
dated 15 February,2017 is hereby attached and marked as
th

Exhibit HUB3.
20. That in response to the aforesaid letter, the 2 nd Defendant by a
letter dated 28th February, 2017, through his Counsel, requested
that parties should explore settlement and amicably resolve the
dispute between parties. A copy of the letter dated 28th
February,2017 is hereby attached and marked as Exhibit
HUB4.
21. That by a letter dated 27 th March, 2017,the Claimant acceded to
the demand of the 2nd Defendant for amicable resolution of the
dispute between parties. A copy of the letter dated 27th March,
2017 is hereby attached and marked as Exhibit HUB
22. That the 2nd Defendant wrote another letter to the Claimant on
5° April 2017 seeking a contract variation citing a supposed
increase in building materials. A copy of the letter dated 5th
April 2017 is hereby attached and marked as Exhibit HUB6.
23. That in response to the 2nd Defendant’s letter of 5th April 2017,
the Claimant by a letter dated 10th April 2017 rejected the proposal
for variation of the contract on the basis that the Contract of Sale did
not make such provision. A copy of the letter dated 10th April
2017 is hereby attached and marked as Exhibit HUB7.
24. That besides the reason stated above, the Claimant solemnly
believes that there would not have been any substantial increase in
building material, if at all there was ever any, if Defendants had
built and delivered up possession of the contracted property to
the Claimant within the agreed time.
25. That upon the receipt of the Claimant's letter dated 10 th April
2017, the Defendants proposed another settlement meeting on
th
12 April 2017, however the Defendants failed, neglected and
refused to honor same without communicating any reason for
their absence.
26. That further to the above, the Claimant by a letter dated 2 nd
June 2017, communicated its displeasure over the Defendants’
absence at the aforesaid settlement meeting. A copy of the letter
dated 2nd June 2017 is hereby attached and marked as
Exhibit HUB8.
27. That the Defendants by a letter dated 6th June 2017 apologized
for their absence at the aforesaid meeting. A copy of the letter
dated 6th June 2017 is hereby attached and marked as
Exhibit HUB9.

28. That the Defendants vide a letter dated 8 th June,2017 sought

another settlement meeting. A copy of the letter dated 8th June
2017 is hereby attached and marked as Exhibit HUB10.
29. That at the proposed meeting which held on 9 th June 2017, the
Defendants pleaded with the Claimant to exercise patience with
them and that they would ensure that the property is completed
and delivered to the Claimant within 6 (Six) to 8 (Eight) Months
from the date of the meeting.
30. That by this new extension, the Defendants ought to complete
the property on or before January, 2018 and the Claimant agreed,
provided that the Defendants deliver as promised.
31. That despite the agreement and promises by the Defendants to
complete the property within 6 (Six) to 8 (Eight) months from the
9th June 2017, the Defendants have willfully and deliberately
failed, refused and neglected to complete the properties which
has remained at carcass level for over 6 (Six) years.
32. That the Defendants have frustrated all the efforts by the
Claimant to sell the carcass of the properties in order to recoup its
money as the 2nd Defendant has continuously denied the
Claimant and the prospective buyers of the property access to the
properties.
33. That in Clause 2.9 of the Contract of Sale,the parties agreed that
1st Defendant (“the Vendor”) shall be liable to pay the sum
N250,000.00 (Two Hundred and Fifty Thousand Naira) per
month for each of the 2 (Two) units of Storey buildings with 4
(Four) rooms (House 3 & 4), lying situate at Abba Court, Osborne
phase 2, Ikoyi, Lagos, as liquidated damages for failure to complete
the project within the stipulated time.
34. That in line with the above provision, the Claimant demanded
the total sum of N4,000,000.00 (Four Million Naira) only
being payments due for the period of October,2016 to June 2017.
A copy of the letter dated 19 th
June 2017 is hereby
attached and marked as Exhibit HUB11.
35. That despite the Claimant's concession to the adjustment of the
actual time of completion at the instance of the Defendants,the
Defendants still intentionally neglected and failed to complete the
property to the Claimant.
36. That the Claimant wrote another letter to the Defendants on 7 th
September, 2018 and further demanded the immediate completion
of the property. A copy of the letter dated 7th September 2017
is hereby attached and marked as Exhibit HUB12.
37. That the persistent failure of the Defendants complete the 2
(Two) Storey buildings with 4 (Four)rooms each (House 3 & 4),
lying situate at Abba Court, Osborne phase 2, Ikoyi, Lagos on the
agreed date plunged the Claimant into untold economic hardship.

38. That the Claimant who sincerely believed in the Defendants’

ability to complete as when agreed used part of its running capital
to secure the property in furtherance of its business, and for
profit making.
39. That having consistently failed to complete the 2 (Two) units of
Storey buildings with 4 (Four) rooms each (House 3 & 4), lying
situate at Abba Court, Osborne phase 2, Ikoyi, Lagos to the
Claimant within agreed time,and considering the Defendants’
continuous evasion of their responsibility and sudden restriction of
the access of the Claimant's officers to the property despite having
obtained the sum of N50,000,000.00 (Fifty Million Naira) from
the Claimant, the Claimant petitioned the Economic and Financial
Crimes Commission to investigate the Defendants. A copy of the
Petition is hereby attached and marked as Exhibit HUB13.
40. That in a bid to frustrate the investigation of the Claimant's
Petition, and despite their continuous evasion of responsibility
despite having been fully paid, the 2nd Defendant filed Suit No.
FCT/HC/CV/400/2022 against the Claimant and the Economic and
Financial Crimes Commission at the High Court of the Federal
Capital Territory. A certified true copy of the Originating
Motion in Suit No.FCT/HC/CV/400/2022 dated 9th February
2022 is hereby attached and marked as Exhibit HUB14.
41. That the 2nd Defendant deposed to 17-paragraph affidavit in
support of the Originating Motion filed on the 9th of February 2022.
Specifically, the 2nd Respondent deposed in paragraphs 1-4 of the
aforesaid affidavit as follows:
1.“I am the Managing Director of Kenshad International
Limited, a company registered under the Companies and Allied
Matters Act, 1990,herein after referred to as my company.
2.By virtue of a Development Lease Agreement dated the oh
day of January,2014,my company, Kenshad International
Limited,the Federal Government of Nigeria, through the
Federal Ministry of Lands,Housing and Urban Development,
was granted all that property located at Federal Ministry of
Works and Housing Estate, No 1 Mahogany Close, Osborne
Phase II,Ikoyi,Lagos.
3.The purpose of the grant is to enable my company construct
units of High-End 4-bedroom semi-detached twin duplex and
High-End 4bedroom detached duplex in the estate for sale to
members of the public.
4. My company entered into a contract of sale agreement the
3rd Respondent sometime in 2015 for the purchase of 4-
bedroomn semi-detached building with 1 room boys’quarters
at Block C,Abba Court,Osbourne Phase 2,Ikoyi, Lagos State for
the sum of N50,000,000.00. The Agreement is hereto attached
as Exhibit A.”
42. That considering the 2nd Defendant's depositions and admissions
to facts giving rise to this suit in the aforementioned affidavit, the
facts of this case are clearly not in dispute.
43. That as at the time of deposing to this Affidavit, the Defendants
have been in default for a cumulative period of 89 (Eighty-Nine)
th
months from 11 October,2016.
44. That considering the continuous default by the Defendants, the
Defendants are liable to pay the Claimant default fees in the sum
of N44,500,000.00 (Forty-Four Million, Five Hundred
Thousand Naira).
45. That pursuant to Clause 2.9 of the Contract of Sale,parties
thereto agreed that the Defendants are liable to a default fee of
N250,000.00 (Two Hundred and Fifty Thousand Naira) per
month for each of the 2 (Two) units of Storey buildings with 4
(Four) rooms each (House 3 & 4),lying situate at Abba Court,
Osborne phase 2, Ikoyi, Lagos, as liquidated damages for failure to
complete the project within the stipulated time.
46. That in view of default for a period of 87 months, the Defendants
are liable to pay the Claimant the sum of N22,250,000.00
(Twenty-Two Million, Two Hundred and Fifty Thousand Naira)
for each of the 2 (Two) units of Storey buildings with 4 (Four)
rooms each (House 3 & 4),lying situate at Abba Court, Osborne
phase 2, Ikoyi,Lagos which Kenshad International Ltd. and Ken
Ukaoha have failed to deliver.
47. That the Defendants are by agreement indebted to the Claimant
in the sum of N44,500,000.00 (Forty-Four Million, Five Hundred
Thousand Naira) default to deliver both units of Storey buildings
with 4(Four) rooms each (House 3 &4),lying situate at Abba
Court, Osborne phase 2, Ikoyi, Lagos.
48. That the Claimant is in possession of the 2 uncompleted Storey
buildings with 4(Four) rooms each (House 3 & 4),lying situate at
Abba Court, Osborne Phase 2, Ikoyi, Lagos. However, the
Defendants, particularly the latter are will leave no stone unturned
to forcibly wrestle the possession of the properties from the
Claimant,despite having been paid in full as admitted by them.
49. That as a matter of fact and law, the aforesaid the Defendants do
not have any statutory,contractual,or common law right to continue
having access or restraining the Claimant's access to Property.
50. Therefore, this application is brought to seek interim measure to
protect the Claimant’s interest pending the filing of the
originating processes.
51. That until the Claimant's originating processes are
filed,the Claimant believes that an urgent need has arisen to
seek an order of this Honourable Court to protect and
preserve the Claimant's interest in the properties from being
illegally restrained or wrestled by the Defendants.*
52. That there is real and imminent threat to the rights of the
Claimant to their properties as the Defendants, despite admitting to
have received full consideration for the Properties, are defiant and
adamant to retain same and restrain the Claimant from its rightful
properties.
53. That the Defendants have been using thugs and other strange
looking people to scare the Claimant off the property which may
lead to a breakdown of law and order if this application is not heard
timeously and granted.
54. That the Claimant and its investors are reasonably apprehensive
that the acts of the Defendants, who having been paid fully, are bent
on holding back the properties rightfully belonging to the
Claimant, may lead to breakdown of law and order,loss of lives and
properties of the Claimant.
55. That in view of the Defendants’ continuous failure to accede to
the demands of the Claimant, the Claimant was constrained to
instruct the law firm of Rooftop Chambers to file this suit against
the Defendants.
56. That the law firm of Rooftop Chambers charged the Claimant the
sum of N10,000,000.00 (Ten Million Naira) to carry out the
Claimant's instruction.The Debit Note issued to the Claimant by
the law firm of Rooftop Chambers is hereby attached and marked as
Exhibit HUB15.
57. The Claimant would not have instructed the law firm of Rooftop
Chambers or any law firm at all to institute an action against the
Defendants if they had delivered both units of Storey buildings with
4 (Four) rooms each (House 3 & 4),lying situate at Abba Court,
Osborne phase 2, Ikoyi,Lagos as agreed by parties.
58. That the Claimant is entitled to recover its legal fees for the
institution of this suit from the Defendants.
59. That it is the interest of justice that the reliefs of the Claimant
be granted.
60. That unless the reliefs sought herein are granted, the
Defendants will not perform the agreement they entered into with
the Claimant,and will continue to disturb the Claimant's right to
the contracted properties and even sell same without the consent
of the Claimant who has paid value for same.
61. That I depose to this affidavit in good faith,conscientiously
believing its content to be true and correct and in accordance
with the Oaths Law of Lagos State.

__________________
DEPONENT
Sworn to at the High Court Registry, Ikeja, Lagos.

Dated this Day of 2025.

BEFORE ME

COMMISSIONER FOR OATHS

IN THE HIGH COURT OF LAGOS STATE

IN THE LAGOS JUDICIAL DIVISION
HOLDEN AT LAGOS
SUIT NO:LD/7799G0CM/2024
BETWEEN:
HUBBARD SYSTEM LIMITED - CLAIMANT

AND

1. KENSHAD INNTERNATIONAL LTD -

DEFENDANTS
2. KEN UKAOHA

WRITTEN ADDRESS IN SUPPORT OF ORIGINATING

SUMMONS
1.0 INTRODUCTION
1.1 This application is brought pursuant to BROUGHT PURSUANT
ODER 5 RULE 5 OF LAGOS STATE (CIVIL PROCEDURE) RULES
2019, AND UNDER THE INHERENT JURISDICTION OF THE
HONOURABLE COURT.
1.2. The Claimant by this Originating Summons seeks the
determination of the following questions:
a. "Whether the Defendants have breached the Contract
of Sale ("Agreement") dated 11th August, 2015
executed between the Claimant and the Defendants?"
b. "Whether the Claimant is entitled to the reliefs
sought in the instant suit?"
1.3 In the event that this Honourable Court agrees with the
Claimant and answers the submitted questions in the
affirmative,the Claimant seeks the following prayers:
i. A DECLARATION that by virtue of the Contract of Sale dated 11 th
August, 2015 entered into by parties, the claimant is entitled to be
assigned to be assigned ownership and immediate possession of
the 2 (Two) unit of semi-detached 2 (Two) Storey buildings with 4
(Four) rooms each (House 3&4) ,lying, being and situate at Abba
Court, Osborne Phase 2, Ikoyi Lagos State.
ii. A DECLARATION that the Defendants are in breach of Contract
of Sale dated 11th August, 2015 entered with the Claimant, having
failed to complete and deliver the vacant and peaceful possession
of the 2 (Two) units of semi-detached 2 (Two) storey buildings
with 4 (Four) rooms each (House 3&4), lying,being, and situate
at ABBA Court, Osborne Phase 2, Ikoyi Lagos State, to the
Claimant on 11th October, 2016 as agreed pursuant to Clause 2.4
of the Contract of Sale dated 11th August, 2015.

iii. AN ORDER OF SPECIFIC PERFORMANCE directing the

Defendants to immediately complete and deliver vacant possession
of the 2 (Two) units of semi-detached 2 (Two) Storey buildings
with 4 (Four) rooms each(House 3&4), lying, being, and situate
at Abba Court, Osborne Phase 2, Ikoyi, Lagos to the Claimant.
iv. AN ORDER OF SPECIFIC PERFORMANCE directing the
Defendants to immediately execute a Deed of Assignment in favour
of the Claimant or its designated representative with respect to
the 2 (Two) units of semi-detached 2 (Two) Storey buildings with
4(Four) rooms each (House 3&4), lying, being, and situate at
Abba Court, Osborne Phase 2, Ikoyi, Lagos.
v. AN ORDER OF PERPETUAL INJUNCTION restraining the
Defendants, their agents, assigns or representatives from
interfering or disturbing the Claimants and or preventing the
Claimants from accessing,enjoyment and peaceful possession after
the completion of the 2 (Two) units of semi-detached 2 (Two)
Storey buildings with 4(Four) rooms each (House 3&4), lying,
being, and situate at Abba Court, Osborne Phase 2, Ikoyi, Lagos.
vi. LIQUIDATED DAMAGES in the sum of N44,500,000.00 (Forty-
Four Million, Five Hundred Thousand Naira) being the
accumulated liquidated sum for failure to complete and deliver
 vacant possession of the 2 (Two)units of semi-detached 2 (Two)
Storey buildings with 4 (Four) rooms each (House 3 & 4),lying
situate at Abba Court, Osborne phase 2, Ikoyi, Lagos State to the
Claimant on the 11th October 2016 as agreed at the rate of
N250,000.00 (Two Hundred and Fifty Thousand Naira) per
month, pursuant to Clause 2.9 of the Contract of Sale.
vii. Payment of interest at the rate of 21% on the sum of
N50,000,000.00 (Fifty Million Naira), being the deposited sum,
from the institution of this Suit till until judgment is delivered and
10% on judgment sum until final liquidation of the judgment sum.
viii. GENERAL DAMAGES in the sum of N10,000,000.00 (Ten
Million Naira) only for breach of contract, loss, pain and hardship
caused to the Claimant by the Defendants.
ix. The sum of N10,000,000.00 (Ten Million Naira) being cost of
action including professional fees.
x. AND FOR SUCH ORDER OR FURTHER ORDER (S) as this
Honourable Court may deem fit to make in the circumstances in
the interest of justice.
1.4 The Originating Summons is supported with a 61 paragraph
Affidavit deposed to by Akinwale Irokosu, the Legal Adviser to the
Claimant. We shall be relying on all the averments in the said
affidavit and the supporting exhibits.
1.5 Attached to the Affidavit are 15 (Fifteen) exhibits marked
Exhibits HUB1-HUB15 and we rely on all the exhibits in support of
this Application.

2.0 BRIEF STATEMENT OF FACTS

2.1 The facts relied upon by the Claimants in support of this
Originating Summons are aptly stated in the Affidavit in support.
3.0 ISSUES FOR DETERMINATION
3.1 We submit that the sole issue for determination is
a. "Whether the Defendants have breached the Contract of
Sale ("Agreement") dated 11th August, 2015 executed between
the Claimant and the Defendants
b. “Whether the Claimant is entitled to the reliefs sought in
the instant suit”
4.0 ARGUMENT
4.1 The legal argument on the respective 2 (Two) issues presented
for the determination of this Honourable Court are as contained in
the succeeding paragraphs.
4.2 ISSUE ONE
“Whether the Defendants have breached the Contract of Sale
(“Agreement”) dated 11th August, 2015 executed between the
Claimant and the Defendants?”
4.2.1. We respectfully submit that the facts of this case establish
that the Defendants are in fundamental breach of the terms of a
contract of sale they entered with the Claimants.
4.2.2 The Defendants having executed the Contract of Sale dated
11th August,2015,and having been fully paid for the 2 (Two) units of
semi-detached 2 (Two)Storey buildings with 4 (Four) rooms each
(House 3 & 4),lying situate at Abba Court, Osborne Phase 2, Ikoyi,
Lagos State, failed to deliver the said property to the Claimants as
agreed,and still continues to default.
4.2.3 We respectfully submit that in the instant case, the Defendants
intentionally violated the contractual obligation they owe to the
Claimant by failing to complete and deliver peaceful possession of the
2 (Two) unit of semi-detached 2 (Two) Storey buildings with 4
(Four) rooms each (House 3 & 4),lying situate at Abba Court,
Osborne Phase 2,Ikoyi,Lagos,despite having been fully paid.See
BIMBA AGRO LIVESTOCK COMPANY LIMITED V.LANDMARK
UNIVERSITY (2020) 15 NWLR (PT. 1748) 465 (P.498,PARAS.A-
C).
4.2.4 We refer this Honourable Court to paragraph 2.4 of the
Contract of Sale dated 11th August 2015, where the 1st Defendant
agreed to complete and deliver vacant possession of the 2 (two) units
of semi-detached 2 (two) Storey buildings with 4(Four) rooms each
(House 3&4),lying,being,and situate at Abba Court, Osborne Phase
2, Ikoyi Lagos to the Claimant within 14(Fourteen) months from the
execution/payment for the property.
4.2.5 The Claimant paid the full consideration under the contract.
However, the Defendants,despite several demands and
promises,failed to comply with the terms of the contract. Such
conduct has been held by the court to amount to a breach of
contract.
4.2.6 We respectfully submit that "breach of contract"has been aptly
defined in plethora of cases. We respectfully refer this Honourable
Court to decision of the court in DAAR COMMUNICATIONS PLC v.
MCKEE (2022)LPELR-57848(CA) where the Court of Appeal held
that:
“It has been held that a breach of contract connotes that the
party in breach acted contrary to the terms of the contract
either by non-performance, or by performing the contract not
in accordance with the terms or by a wrongful repudiation of
the contract."-Per HAMMA AKAWU BARKA,JCA(Pp 31-32
Paras F-A)”
See also EDUN V. FEDERAL REPUBLIC OF NIGERIA (2019)
13NWLR(PT.1689)326(PP.351-352,PARAS.G-B)-SC.
4.2.7 We respectfully submit that considering the full facts of this
case and the admission of the Defendants as contained in paragraphs
41 and Exhibit HUB14attached to the Affidavit in support, the
Defendants are in gross breach of their obligations to the Claimant
under the Contract of Sale. We urge this Honourable Court to so
hold.
4.3 ISSUE TWO
"Whether the Claimant is entitled to the reliefs sought?"
4.3.1 We respectfully submit that the Claimant is entitled to the
reliefs sought.
4.3.2 We respectfully submit that a breach comes with attendant
penalties.Usually,in cases of breach, the effect is to make the party
guilty of the breach liable for any damages that were incurred by the
other party as a result of the breach.Put differently, the party affected
by the breach (innocent party) is entitled to damages against the
erring party.
4.3.3 We humbly submit that the Claimant is entitled to damages for
the sole reason that the Defendants intentionally failed to perform the
fundamental term of the contract between them. We refer this
Honourable Court to the decision in case of NATIONELE
COMPUTER SERVICES LIMITED v. OYO STATE GOVERNMENT
& ORS (2019) LCN/13569(CA) where the Court held that:
“The consequence of a breach of contract is award of
damages.Damages for breach of contract are compensation to
the Plaintiff for the damage, loss or injury suffered through
that damage. The Appellant is therefore entitled to damages
for the breach of contract by the Defendants. He is entitled to
be placed in the same position as if the contract had been
performed.”
See also BEST (NIG) LTD v. BLACKWOOD HODGE NIG LTD
&ANOR(2011)LPELR-776(SC).
4.3.4 Relying on the Latin maxim,ubi jus,wbi remedium which
means that where there is a right, there is a remedy, it is safe to say
that where there is a breach of contract, there are remedies that the
injured party can seek in court. We therefore submit that in the
instant case, the Claimant is entitled to some remedies which only
this court can grant. Such remedies include award of exemplary
damages, order for specific performance and injunction restraining
the Defendants from further infringing on the Claimant's rights
under the contract.

4.3.5 We respectfully submit that the Claimant is entitled to the

specific performance of the contract between it and the Defendants.
Black's Law Dictionary defined specific performance as follows:

“The rendering, as nearly as practicable, of a promised

performance
through a judgment or decree; a court ordered remedy that
requires precise fulfillment of a legal or contractual obligation
when monetary damages are inappropriate or inadequate, as
when the sale of real estate or a rare article is involved."
4.3.6 It is trite that specific performance is the remedy of requiring
exact performance of a contract in the specific form in which it was
made or according to the precise terms agreed upon. It is the actual
accomplishment of a contract by a party bound to fulfill. The
doctrine of specific performance is that where monetary damages
would be an inadequate compensation for the breach of an
agreement, the contractor or vendor will be compelled to perform
specifically what he has agreed to do. He can, for example, be
ordered to execute a specific conveyance of land. See IBEKWE V
NWOSU 2011 LLJR-SC.
4.3.7 We humbly submit that this equitable remedy is grantable by
this court to enforce against the Defendants, the duty of doing what
they agreed by contract to do. The gist of specific performance rests
squarely on the agreement of the parties. In MINILODGE LTD.V
NGEI (2009) LCN/3690 (SC), the Supreme Court held that:
A contract of sale exists where there is final and complete
agreement of the parties on essential terms of the
contract,namely, the parties to the contract, the property to
be sold,the consideration for sale and the nature of the
interest to be granted. Once there is agreement on these
essential terms, a contract of sale of land or property is made
and concluded.In contract for sale of property where part
payment was paid,the law is that the contract for purchase
has been concluded and is final,leaving the payment of the
balance outstanding to be paid.The contract for the sale and
purchase is absolute and complete for which each party can
be in breach for non-performance and for which an action
can be maintain for specific performance.”

4.3.8We respectfully submit that an action for specific performance

arise once there exists a contract coupled with circumstances
which make it equitable to grant a decree of same. The Supreme
Court Per F.F. Tabai, J.S.C.held in OHIAERI V.YUSSUF AND
ORS (2009) LPELR-2361 (SC) stated that land attracts a greater
justification for a decree of specific performance because as
opposed to other types of contract, the land may have a special
and peculiar value to the purchaser.

4.3.9 In the circumstance of this case, the Claimant contracted with

the Defendants as an investment upon which he expected to make
profits. We further submit that the value N50,000,000.00
(FiftyMillion Naira) in 2015 is not equivalent to its current value.
More than 100% (One Hundred Percent) inflation has set it.
Therefore,directing the Defendants to refund theClaimant monies
paid would not do justice to this case. The Claimant therefore has
every justification to claim for specific performance of the contract
it entered with the Defendants.

5.0 CONCLUSION
5.1 We urge this Honourable Court to consider the facts of this
case, interpret the Exhibit HUB2 (Contract of Sale) and determine
that the Defendants breached the contract they entered with the
Claimant.

5.2 We urge this Honourable Court to grant the Claimant's prayers.

We are obliged.
Dated this day of 2025

_________________________
OLAYIMIKA
OLASEWERE

CLAIMANT'S COUNSEL
Rooftop Chambers
38/40 Orlando Martins (Old
Strachan), Lagos.
Email:info@rooftopchambers
.com,
olayimika@rooftopchambers.
com