PHILIP KAYODE OLUSEGUN OJO v. SDV NIGERIA LIMITED & ANOR.
(GARBA; JAURO; ADUMEIN; OGBUINYA; UMAR, JJ.CA)
FACTS
Philip Kayode Olusegun Ojo, trading under the name and style of P. K. Ojo & Co., (the Appellant), is a professional Estate Surveyor and Valuer, who alleged that he sourced a property known as Plots 9, 10 and 11, Awodiora Industrial Estate, Kirikiri, Lagos, measuring about twenty acres, for purchase by SDV Nigeria Limited (the 1st Respondent) through its agent, Mr. Adebola Adejobi. The property was owned by SCOA Nigeria Limited, (2nd Respondent). According to the Appellant, despite introducing the property to the 1stRespondent and facilitating the negotiations leading to the transaction, the 1st Respondent eventually purchased the property from the 2nd Respondent behind him without paying his professional agency commission.
Consequently, the Appellant instituted an action at the trial court by a Writ of Summons filed on 16 October 2007, and subsequently filed an Amended Statement of Claim on 31 July 2009, wherein he claimed against the Respondents the sum of US$1,250,000.00, or its naira equivalent of ₦161,250,000.00 calculated at the exchange rate of ₦129.00 to one US dollar, together with interest at the rate of 21% per annum from the date of commencement of the action until the final liquidation of the judgment debt, being the amount allegedly due to him as agency commission in respect of the said property. The Appellant also claimed ₦23,620,000.00 as special damages and ₦50,000,000.00 as the cost of the action.
In a considered judgment delivered on 24 December 2013, the trial court granted the Appellant’s claim in part. Dissatisfied with the decision, the 1st Respondent appealed to the Court of Appeal, which allowed the appeal and set aside the decision of the trial court. Aggrieved by the decision of the lower court, the Appellant further appealed to the Supreme Court.
One of the issues for determination was: Whether in the absence of an agency relationship between the Appellant and SDV, the Appellant is entitled to professional fees as an estate surveyor and valuer and whether the Court of Appeal was right to set aside the monetary award given by the trial court.
ARGUMENTS
Learned Senior Counsel for the Appellant contended that the facts of the case clearly disclosed the existence of an agency relationship between the Appellant and the 1st Respondent. Counsel argued that the Appellant introduced the property in question to the 1st Respondent through Mr. Adebola Adejobi, a managerial officer of the 1st Respondent, who had informed the Appellant that the company was urgently in search of a property to acquire. It was further submitted that the Managing Director of the 1st Respondent subsequently carried out a confirmatory inspection of the property, an act which, according to Learned Senior Counsel, demonstrated the Respondent’s acknowledgment of the Appellant’s role as an agent in the transaction. Counsel further contended that Mr. Adebola Adejobi, being a person of full legal capacity and a managerial officer of the 1st Respondent, could validly be appointed or held out as the Respondent’s agent in the transaction.
Learned Senior Counsel further argued that Adejobi’s authority was further confirmed by the conduct of the 1st Respondent, particularly the inspection of the property by its Managing Director, which amounted to ratification of the acts carried out by Adejobi. According to him, the consent of a principal to an agency relationship need not always be express but may be implied from the conduct of the parties and the surrounding circumstances. Counsel therefore submitted that the lower court erred in holding that the Appellant’s introduction of the property was not the effective cause of its eventual purchase by the 1st Respondent. Learned Senior Counsel submitted that the lower court was wrong in holding that the Appellant could only be entitled to commission where the amount of commission payable had been expressly agreed upon by the parties. Counsel argued that since the agreement between the parties was oral, the obligation of the 1st Respondent to pay commission ought to be implied from the surrounding circumstances of the transaction.
In response, Learned Senior Counsel for the 1st Respondent argued that no agency relationship existed between the parties. Counsel maintained that there was no consensus ad idem between the Appellant and the 1st Respondent capable of creating an agency agreement. He submitted that there was no acceptance of any offer allegedly made by the Appellant, emphasising that silence does not constitute acceptance in law. Counsel further argued that in estate agency transactions, a commission agreement constitutes a necessary precondition for a valid claim for commission, and that in the present case no such agreement existed between the parties. He also submitted that the doctrines of agency by estoppel and agency by ratification must be established by clear and unequivocal evidence and cannot be inferred where the facts are uncertain or capable of multiple interpretations.
Finally, Learned Senior Counsel contended that the evidence before the court showed that the 1st Respondent had commenced negotiations for the purchase of the property as early as March 2006, approximately three months before the Appellant allegedly introduced the property to it. On that basis, Senior Counsel argued that the Appellant’s alleged introduction could not have been the effective cause of the transaction and that no agency relationship existed between the parties to justify the payment of commission.
DECISION OF THE COURT
In resolving the issue, the Supreme Court held that:
An estate agent is not automatically entitled to a commission simply because he introduced a buyer or tenant to a property; he must show that his introduction was the main and effective reason why the sale or lease eventually took place. The Court explained that where an estate agent, without any prior agreement merely informs someone about a property that may interest them, the agent cannot later demand payment of agency fee or commission just for giving that information.
The Supreme Court held that that when a person voluntarily gives another person a benefit, such as providing information or doing some work without being asked to do so, the recipient of that benefit is not legally bound to pay for it. The person receiving the benefit is free to use the information or work in any way they choose without owing any obligation to the person who provided it.
In the present case, the Supreme Court held that the Appellant was unable to establish that his alleged introduction of the property was the real and effective cause that led to the purchase of the property by the 1st Respondent and that reason, the Appellant was not entitled to claim any agency commission from the 1st Respondent.
Issue resolved in favour of the Respondents.
Chief A. A. Aribisala, SAN (with him, Martin Abah, Esq. and Mitchel A. Aribisala, Esq.) – for the Appellant
A. Candide-Johnson, SAN (with him, Emmanuel Ekpenyong, Esq.) – for the 1st Respondent
No appearance for the 2nd Respondent
This summary is fully reported at (2026) 3 CLRN in association with ALP NG & Co.