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From Godwin Tsa Abuja
A company belonging to the erstwhile information Minister, Chief Edwin Clark Maratam Limited, is asking the High Court of the Federal Capital Territory (FCT) to compel Kepheren Business Limited Goldman and Demsky to pay the sum of $5.5 million, being an outstanding indebtedness to the company with regards to a tripartite consultancy agreement between them.
In the suit marked FCT/HC/CV/1741/2023, the claimant (Maratam Limited) alleged that the defendants, which includes Hajiya Nene Lanval, the Nigerian Ports Authority (NPA) and former Minister of Transport, Rotimi Ameachi, are in breach of the contractual agreement for the collection of offshore oil terminal dues for the NPA.
Though Goldman and Demskey has been served, even a publication was done in Vanguard and Thisday newspapers to serve Hajiya nene lanval, but, till date, no processes are yet filed or any defence to the suit. Keprehen Business Ltd is a company jointly owned by senator Hajiya ireti Kingibe and Mr Adetunji Adebayo. While Hajiya nene lanval is the junior sister to Senator Hajiya ireti Kingibe. On its part, Maratam Ltd is a company owned by erstwhile information minister, Chief Edwin Clark, but managed by his son, Ibrahim Clark, who is a Cambridge University educated graduate.
Meanwhile, Justice Abubakar Idris has struck out the name of the fourth defendant (NPA) from the suit as the claimant has not disclosed any cause of action against it. The claimant has been ordered to amend its originating processes to reflect the defendants now on record.
In his ruling on the preliminary objection by the NPA, Justice Idris said, “on the whole, the preliminary objection succeeds with the failure to disclose a reasonable cause of action against the fourth defendant. The name of the fourth defendant is accordingly struck out”.
Court documents showed that on December 1, 2011, the claimant and Kepheren Business Limited and Goldman and Demsky (first and second defendants), willingly entered into a tripartite consultancy agreement to work together for the award and subsequent execution of contracts for the provision of crude oil (monitoring at offshore terminals and collection of offshore terminal dues for the Nigeria Ports Authority.
That, as a result of the collaboratory efforts of the claimant and the first and second defendants, the fourth defendant (NPA) issued the first defendant an award of contract with a letter dated December 5, 2011, appointing the first defendant as the fourth defendant’s agent for the collection of Oil Terminal Dues (OTD) for Bonny/Port Harcourt pilotage district for a period of 10 years effective from January 1, 2012.
It is the case of the claimant that by clauses 1(2), (4) and 2 (d) of the tripartite consultancy agreement, it is entitled to a prompt payment of a consultancy commission fee of 35 percent of every profit accruable to the first defendant in pursuance of the award and subsequent execution of the contract for the collection of offshore oil terminal dues for the fourth defendant throughout the duration of the execution of the contract.
The said clause 1(2) of the tripartite consultancy agreement provides that “the second party (first defendant) shall pay the first parties (claimant and second defendant, respectively), a consultancy commission fee of 50 percent of the accruable from the contract to be broken down among the first parties as follows; Maratam Limited –35 percent and Goldman and Demsky -15 percent.
While clause 1(4) of the tripartite consultancy agreement provides that “any payment, both on-shore and offshore, to the first parties shall be made immediately upon receipt of payment from the client into the second party’s account. Clause 2(d) of the tripartite consultancy agreement provides that: “This consultancy agreement shall come into being on the effective date, being the date of signing of the agreement, and shall remain in force for the duration agreed in the contract for the provision of crude oil monitoring at offshore terminals and collection of offshore terminal dues for the Nigeria Ports Authority.”
The claimant told the court that the representative of the first defendant, Mr. Adeoye Aderemi; communicated to the claimant through its director, Ibrahim Clark, via email on January 27, 2012, stating that the scope of terminals assigned to the first defendant has been increased.
That contrary to the provision of clauses 1(2) and (4) of the tripartite consultancy agreement of the parties and other correspondence between the parties, which mandated the first defendant to directly credit the claimant with its consultancy commission fee of 35 percent of every profit accruable to the first defendant as and when due, the first defendant was paying same through the third defendant (the representative of the second defendant).
The claimant states that from its record, the second defendant through the third defendant has only remitted to it, the total sum of $390, 832.99 only. That, from 2015 till date, the claimant has not been paid its consultancy commission fee of 35 percent of every profit accruable to the first defendant, notwithstanding that the execution of the first defendant’s contract award for the collection of offshore oil terminal dues for the collection of offshore oil terminal dues for the fourth defendant is still subsisting, contrary to clause 1(2), (4) and 2 (d) of the tripartite consultancy agreement.
That all attempts to get both the first and second defendants to honour the contractual agreement has proved abortive. The claimant is, therefore, seeking a declaration by the court that, by the combined interpretation of the wordings of clauses 1(2) (4) and 2(d) of the tripartite consultancy agreement, dated December 1, 2011, executed between the claimant and the first and second defendants, in pursuance of securing from the fourth defendant, a contract award and its subsequent execution for the collection of offshore oil terminal dues for the fourth defendant, the claimant is entitled to be paid by the first defendant as when due a consultancy commission fee of 35 percent of the accruable profits to the first defendant from the contract award for as long as the contract is subsisting.
The claimant is further demanding from the first and second defendants, the sum of N500 million as general damages for the economic hardship, financial loss and business set back, it has suffered as a result of the first defendant’s breach of contract. In addition, the claimant is pressing for an order of the court, directing the first defendant to pay the sum of N10 million as cost of filing this suit.
