SHELL-B.P PETROLEUM DEV. CO. V. JAMMAL ENG. (NIG) LTD.

• Pages: 1-27

SHELL-BP PETROLEUM DEV. CO

. V. JAMMAL ENG. (MG) LTD.



1

5

SHELL-BP PETROLEUM DEV. CO

. V. JAMMAL ENG.

(NIG) LTD.

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SHELL-BP PETROLEUM DEV. CO

.

V

JAMMAL ENGR. (NIG) LTD

APPELLANT

RESPONDENT

SUIT NO. SC 100/1970

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SUPREME COURT OF NIGERIA

COKER,



J.S.C.

FATAI-WILLIAMS, J.S.C.

IRIKEFE,



J.S.C.

11th April, 1974

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Conveyancing - Registered Land - Registration of Titles Act Cap. 181 - Sublease of State

Land - Not in. Statutory Form - Made in Conventional

F01711 -

Validity of - Sections 14,

28, 42, 79 and 80 Registration of Titles Act Cap. 181.

Contract - Written memorandum - Ascertainment of Existing contract - Disjointed

F01711

-

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Enforceability - Specific prefonnaitce - Completion date - Importance of.

Damages - Assessment - General Principles.

ISSUES:

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1. Whether the use of statutory forms in conveyancing under the Registration of

Titles Act, Section 79 Cap.181 is obligatory.

2.

Whether a purported lease of registered land made in the conventional form of

conveyancing is valid.

3.

Whether the court has a duty to study letters to determine if a contract exists,

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where a claim of contract is founded on letters.

4.

Whether to be sustainable, damages must flow naturally from the breach of the

contract in the sense that it was contigent or dependent upon a matter or factor

expressly or impliedly within the contemplation of the parties to the contract at

the time of its institution.

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5. What is the general principle of assessment of damages?

FACTS:

A large number of letters were exchanged between the parties with a view to the

plaintiffs obtaining from the defendants leases of some eight houses then in the

course of erection by the defendants on their estate in lkoyi. After having signed a

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purported lease of three of the houses, the defendants were unwilling to lease the

others and would not complete the building of them. The plaintiffs sued the defend-

ants for specific performance of the contract by letters and the defendants sued the

plaintiffs for a declaration that the lease already made but not on the statutory forms,

should be declared invalid. The trial court held that the lease already made was valid,

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that indeed a contract crystallized from the correspondence exchanged by the par-

ties, that specific performance was impossible and therefore awarded damages for

breach of contract in lieu. Both parties appealed.

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NIGERIAN SUPREME COURT CASES

[56-88] (MS)N.S.C.C.

HELD:

1.

That by virtue of sections 80(1) and 79 of the Registration of Titles Act, the use

of statutory forms in conveyancing under that Act is Obligatory in order for the

conveyance to be valid..

2.

That a purported lease of registered land made in the conventional form of

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conveyancing is invalid. This is because it has not been made in the prescribed

manner, and thus cannot be registered or filed. It ammounts to a dealing by a

registered owner with registered lands outside the Registration of Titles Act. The

document "Exhibit W" in this case was not made in the form prescribed by section

79(1) of the Act. It follows then that ''Exhibit W" which was not made in the

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"prescribed manner" within the contemplation of section 14(1) of the Act is

invalid.

3.

That where the claim of contract is founded on a number of letters exchanged

between parties, the court has a duty of meticulously studying all the letters to

ascertain whether and at what stage of the letters a firm contract crystallizes.

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4.

That the measure of damages is the loss directly flowing from the breach by

reason of the defendants' failure to let the houses to the plaintiffs, such loss being

that actually suffered and not merely anticipated. That the award must be based

on evidence before the court of such loss based on what actually happened in

the circumstances of what actually was or must have been in the contemplation

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of the parties at the time of the contract.

5.

The principle of assessment established by the authorities is clear. It is that a

party in breach of contract is liable in damages, and the aggrieved party is

entitled to such damages calculated generally on the loss sustained by that

aggrieved party flowing necessarily from the breach. That either the injury

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suffered by the aggrieved was in the contemplation of both parties at the time

of the institution of the contract or the injury is an inevitable consequence of the

breach. The aggrieved party must supply the necessary materials on which an

assessment of his loss or damages can be based.

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CASES REFERRED TO IN JUDGMENT:

1.

Cartwright v. Miller

(1817) 36 T.L.R. 398.

2.

Marshall v. Berridge

(1881) 19 Ch. 233.

3.

Bellamy v. Debenham

(1891) Ch. D. 412.

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4.

Perry v. Suffield Ltd.

(1916) 2 Ch. D. 187.

5.

Bristle Cardiff and Swansea Aerated Bread

Co. v.

Maggs

(1890) 44 Ch. D.

616.

6.

Jaffar v. Ladipo

(1969) 1 All N.L.R. 165.

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7.

Allsop v. Orchard

(1923) 1 Ch. 323.

8.

Smith v. Mc Gowan

(1938) 3 A.E.R. 447.

9.

Winn v. Bull

(1877) Ch. 29.

10.

Ridgway v. Wharton

(1858) L.J 27 Eq. 46.

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11.

Stimson v. Gray

(1929) 1 Ch. D. 629.

12.

May v. Thomson

(1882) 20 Ch. 705.

13.

Thomas Hussey v. Home-Payne

(1879) 4 A.C. 311.

14.

Brogden & Ors. v. Metropolitan Railway

Co. (1877) 2 A.G. 666 at 679.

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15.

Hadley v. Baxendale

(1854) 9 Ex. (Ch. 341) at 354.

16.

Chanrai &

Co.

(Nigeria) Ltd. v. Khawam

(1965) 1 All N.L.R. 182.

17.

Maiden Electronic Works Ltd. v. The Attorney-General of the Federation

(1974) 1 S.C. 53 at 97.