ENEJO v. SANUSI & ANOR

Case Name: ENEJO v. SANUSI & ANOR

Court: Supreme Court of Nigeria

Date: Friday, January 31, 2025

Citation: Enejo v. Sanusi & Anor (2025) LPELR-80240 (SC)

INTRODUCTION

This case lay on appeal from the Court of appeal. The appellant was Mr. John U. Enejo. The respondents were Alhaji Nasir A. Sanusi and Mr. Okway Nwosu Ewelukwa. The case is largely a civil case bordering on declaration of title to land. The case was first instituted at the Kaduna State High Court by Alhaji Nasir A. Sanusi against Mr. Okway Nwosu as the sole defendant and had been granted the reliefs he sought before Makeri, J. Because of the nature of the case, Mr. John U. Enejo had applied to be joined as a party. After a ruling from the Court of Appeal, Mr. John was so joined as a second defendant and a retrial took place. At the end of the retrial, Alhaji Nasir was once again granted all but one of his reliefs sought; general damages of five hundred thousand naira. Aggrieved, Mr. John appealed against the judgment of the trial court at the court of appeal. The Court of appeal upheld the trial court’s decision and the appellant appealed once again.

FACTS OF THE CASE

For easy understanding and comprehension, the parties would be regarded as follows:

• The appellant, Mr. John U. Enejo as John
• Respondents 1, Alhaji Nasir A. Sanusi as Nasir and
• Respondent 2, Mr. Okway Nwosu Ewelukwa as Nwosu

The facts of the case go thus. There was a land owned by Nwosu. Nasir approached him to purchase the land and both agreed on the sum of One hundred and fifty thousand naira as the purchase price. A part payment of ninety-five thousand naira was made and a sale agreement was drawn. Consequently, Nwosu delivered a Certificate of Occupancy[1] to Nasir. Nwosu then took Nasir to John to introduce him as the new landlord. The balance payment of fifty-five thousand was agreed to be paid once Nwosu had successfully evicted John and his wife allowing Nasir to take possession. Sadly, Nwosu was unable to do so and Nasir brought a case against him as a sole defendant seeking for the court to declare that the contract he entered with Nwosu was subsisting and to make an order of specific performance[2] over the property in dispute. The reliefs asked for were all granted. John appealed to the Court of Appeal to be joined as an interested party which was granted along with an order for retrial of the case. The court decided in favour of the plaintiff once again and John, aggrieved by the decision, appealed to the Court of Appel. The decision of the Court of Appeal upheld the decision of the trial court. Dissatisfied once again, John appealed to the Supreme Court.

LEGAL ISSUES

The issues identified by the Supreme court were adopted from those formulated by the appellant and were as follows:

1. Whether the Court of Appeal was right in law to have put to use an inadmissible document such as Exhibit P1 (sales agreement purportedly evidencing a transfer of the 2nd respondent’s right over the disputed land to the 1st respondent) in affirming the decision of Hon. Dogara Mallam J of the Kaduna State High Court in order to reach the conclusion that there was a valid contract of sale and that an order of specific performance could in the circumstances be ordered?
2. Whether in the light of the legal issues thrown up in this appeal as a result of the following; inchoate nature of the agreement, inadmissibility of the sale agreement Exhibit P1, absence of compliance with statutory pre- conditions such as seeking of prior consent and the acquisition of an inviolate title by the appellant over the same parcel of land and other cogent legal grounds, the Court of Appeal was correct in affirming the order of specific performance granted by the trial Kaduna State High Court?
3. Whether the title of the appellant over the disputed property, which is a statutory right of occupancy issued by the Governor of Kaduna State did not extinguish the inchoate interests of the 1st respondent and whether such legal position did not preclude the Court of Appeal from affirming the decision of the Kaduna State High Court?”

ARGUMENTS

THE APPELLANT’S ARGUMENTS

The appellant’s counsel on issue one submitted that the sale agreement was erroneously admitted as an exhibit in the case. His reason was that the document was a registrable instrument but was unregistered and thus inadmissible in evidence. He further argued that even for the limited purpose of proving purchase price, the document was not even pleaded.

On issue two, the learned Senior counsel contended that the first respondent was aware that the appellant had been granted a statutory right of occupancy over the property and as such, the contract between the two respondents was incapable of being specifically performed. In the same vein, the appellant asked that the court make an order of specific performance of the agreement between him and the 2^nd respondent.

Relying on Section 5(2) of Land Use Act, the appellant argued that its provisions rendered the inferior claim of the 1^st Respondent extinguished by the appellant’s statutory right of occupancy. Also, the counsel was of the opinion that, contrary to the findings of the court, there was no evidence to ground an actual or constructive notice of any encumbrance on the land and since the sale agreement was not registered, it could not act as or be construed as notice to the whole world.

FIRST RESPONDENT’S ARGUMENTS

In arguing issue number one, the respondent’s counsel submitted that the sale agreement was properly pleaded contrary to the appellant’s submission; making reference to the relevant paragraphs. He asserted that the document was rightly admitted as proof of the existence and subsistence of the valid, inchoate and enforceable contract between the respondents which enforceable by an order of specific performance.

On issue two, it was argued that parties must specifically plead all available defences at the trial and as the specific performance which was not pleaded by the appellant at the trial stage could not be ordered now. This, they argued, placing reliance of the case of Mowurare v Omisore[3].

On issue three, the learned counsel contended that a statutory right of occupancy does not in itself vest title on the holder, if ab initio, the holder possesses no title of the property while relying on the case of Ogunleye v Oni[4]. Also, as to the existence of constructive notice or the otherwise absence of it, the counsel pointed the court to the fact that there was an uncontested evidence that the 2nd respondent had introduced the 1st to the appellant as the new landlord.

SECOND RESPONDENT’S ARGUMENTS

The counsel to the second respondent submitted that he was not opposed to the appeal but conceded same.

COURT’S ANALYSIS

The key issue raised by the Appellant in this case revolved around the admissibility of Exhibit P1 (a Sale Agreement) and whether the lower court was right in affirming its admissibility despite it being an unregistered registrable document. Additionally, the Appellant challenged the order for specific performance granted by the lower court.

The court began by discussing the general principle that the admissibility of an unregistered registrable instrument depends on the purpose for which it is being tendered in evidence. Several authorities have established that if such a document is tendered to prove title or interest in land, it is inadmissible under the Land Instruments Registration Law of Kaduna State. One of the major cases the court relied on in reaffirming that registration is a condition precedent to using an instrument as proof of title was the case of REGISTERED TRUSTEES OF MUSLIM MISSION HOSPITAL COMMITTEE v. ADEAGBO[5]. However, just like in CO-OPERATIVE BANK LTD v. LAWAL[6] and GBINIJIE v. ODJI[7], if it is tendered merely as evidence of a transaction between parties or as an acknowledgment of payment, it is admissible.

Based on these precedents, the court concluded that Exhibit P1 was not tendered to prove ownership or title but rather to establish that a sale transaction occurred between the 1st and 2nd Respondents. As such, the document was admissible, and its use by the lower court was proper. The court further cited the cases of OKAFOR v. SOYEMI[8]  and AGBOOLA v. UNITED BANK FOR AFRICA PLC[9], which support the admissibility of such documents when proving that a transaction occurred. Similarly, ABU v. KUYABANA[10] confirms that unregistered instruments may be used to prove the existence of an equitable interest in land.

The court then examined paragraph 10 of the 1st Respondent’s Amended Statement of Claim, which clearly pleaded Exhibit P1 as evidence of the transaction rather than as a title document. The content of Exhibit P1 also confirms that it records the payment of N95,000 as part of a purchase agreement, reinforcing its purpose as proof of the sale rather than as an instrument of title.

The lower court, after considering these points, concluded that Exhibit P1 was tendered not to establish legal ownership but rather to prove an existing contractual relationship between the buyer and seller. Based on this, the 1st Respondent acquired an equitable interest in the property, which is recognized in law.

Having established that the 1st Respondent had an equitable interest in the property, the court then addresses whether the lower court correctly ordered specific performance of the sale agreement.

The court emphasizes that specific performance is a discretionary remedy granted when a valid, subsisting, and enforceable contract exists. In HELP (NIG) LTD. v. SILVER ANCHOR (NIG) LTD.[11], it was held that specific performance will not be granted if the contract is defective due to informality, mistake, or illegality. Further, in ANYABUNSI v. UGWUNZE[12], the Supreme Court reiterated that a contract of sale of land that has been partially performed by the payment of money can be enforced through specific performance.

In the present case, the court finds that the 1st Respondent had made a substantial part-payment (N95,000 out of N150,000) and that the only outstanding obligation was the vendor’s duty to surrender vacant possession. Given that the property still existed, and there was no evidence that enforcement would be impossible, the order of specific performance was properly granted by the trial court and affirmed by the Court of Appeal.

DECISION

The court ultimately dismisses the appeal and upholds the lower court’s findings that:

1. Exhibit P1 was properly admitted as evidence of the transaction, in line with the case law on unregistered instruments.
2. The 1st Respondent had an equitable interest in the property due to part-payment.
3. The order for specific performance was correctly granted, as the property was still available, and enforcement was feasible.

By relying on numerous judicial precedents, the court reaffirms that while an unregistered registrable document cannot prove legal title, it can still be used to prove equitable interest and transactions between parties. The appeal was therefore dismissed, and the judgment of the lower court was affirmed in favor of the 1st Respondent.

The court also, as part of its decision, awarded the costs of two million naira against the appellant in favour of each of the 1st and 2nd respondents respectively.

In this case, there were no dissenting judgments as all the justices agreed with the decision of the presiding judge.

SIGNIFICANCE AND CONCLUSION

This judgment reinforces the long-established principle that while an unregistered registrable instrument cannot confer legal title, it remains admissible as proof of a contractual transaction, capable of creating an equitable interest in land. Through a meticulous application of case law, the court confirms that Exhibit P1 was rightly admitted as evidence of the sale agreement, not as proof of ownership.

Moreover, the decision highlights the doctrine that equity will not allow a statute to be used as an instrument of fraud—where a purchaser has fulfilled substantial obligations under a contract, the law will protect their interest. The order for specific performance was therefore properly granted, ensuring that justice prevails and contractual obligations are enforced.

By dismissing the appeal, the court not only affirms the sanctity of contractual agreements but also upholds the principle that equity will intervene to prevent unjust enrichment, ensuring that rightful purchasers are not deprived of their entitlements due to technicalities. This case serves as a crucial precedent in safeguarding equitable interests in land transactions, reinforcing the balance between statutory compliance and the pursuit of substantive justice.

Reference(S):

[1] A Certificate of Occupancy (C of O) in Nigeria is an official document issued by the state government that grants an individual, entity, or organization the legal right to occupy and use a specific parcel of land for a stated period, usually 99 years. It serves as the primary proof of ownership for land and property, especially under the Land Use Act of 1978, which vests all land in a state under the control of the governor.

[2] An order of specific performance is a legal remedy granted by Nigerian courts that compels a party to fulfill their contractual obligations exactly as agreed, rather than paying damages for breach. This remedy is commonly used in land transactions, contracts for the sale of unique goods, and agreements where monetary compensation would be inadequate.

[3] Mowurare v Omisore (2011) ALL FWLR (PT. 561) 1493

[4] Ogunleye v Oni (1990) 2 NWLR (Pt. 135) 745

[5] REGISTERED TRUSTEES OF MUSLIM MISSION HOSPITAL COMMITTEE v. ADEAGBO (1992) 2 NWLR (Pt. 226) 690

[6] CO-OPERATIVE BANK LTD v. LAWAL (2007) 1 NWLR (Pt. 1015) 287

[7]  GBINIJIE v. ODJI (2011) 4 NWLR (Pt. 1236) 103

[8] OKAFOR v. SOYEMI (2001) 2 NWLR (Pt. 698) 465

[9] AGBOOLA v. UNITED BANK FOR AFRICA PLC (2011) 11 NWLR (Pt. 1258) 375

[10] ABU v. KUYABANA (2002) 4 NWLR (Pt. 758) 599

[11] HELP (NIG) LTD. v. SILVER ANCHOR (NIG) LTD. (2006) ALL FWLR (Pt. 311) 1833

[12] ANYABUNSI v. UGWUNZE (1995) LPELR-503(SC)