Crestar Int. Nat. Red. Ltd. v. S.P.D.C.N Ltd (2021)

[2021]16NWLR453

CrestarInt.Nat.Res.Ltd.v.S.P.D.C.N.Ltd.

CRESTAR INTEGRATED NATURAL

RESOURCES LIMITED

V.

1.THE SHELL PETROLEUM DEVELOPMENTCOMPANY OF NIGERIA LIMITED

2.TOTAL E & P NIGERIA LIMITED

3.NIGERIAN AGIP OIL COMPANY LIMITED

SUPREME COURT OF NIGERIA

SC.765/2017

MARY UKAEGO PETER-ODILI, J.S.C. (Presided)

MUSA DATTIJO MUHAMMAD, J.S.C.

KUDIRAT MOTONMORI OLATOKUNBO KEKERE-EKUN, J.S.C.

CHIMA CENTUS NWEZE, J.S.C.

EJEMBI EKO, J.S.C. (Read the Leading Judgment)

FRIDAY, 5TH JUNE 2020

CONSTITUTIONAL LAW – Federal High Court – Jurisdiction of- Extent of under sections 249 and 251, Constitution of theFederal Republic of Nigeria, 1999 (as amended).

COURT – Jurisdiction of court – Issue of – What court considersin determining whether or not it has jurisdiction.

COURT – Jurisdiction of court – Where matter not withinjurisdiction of court – Whether court can expand its jurisdictionto entertain.

COURT – Federal High Court – Jurisdiction of – Extent andscope of – What determines – Whether has jurisdiction overbreach of contract or tort cases.

454

COURT – Federal High Court – Jurisdiction of – Extent of undersection 7(1)-(3), Federal High Court Act.

COURT – Federal High Court – Exclusive jurisdiction of in civilcauses and matters relating to mines and minerals – Scope of.

COURT – Supreme Court – Whether bound by its previous decision.

INTERPRETATION OF STATUTES – Purposive rule ofinterpretation – Meaning and scope of application of – Whethercan be used to import extraneous matters.

JURISDICTION – Jurisdiction of court – Issue of – What courtconsiders in determining whether or not it has jurisdiction.

JURISDICTION – Federal High Court – Exclusive jurisdiction ofin civil causes and matters relating to mines and minerals -Scope of.

JURISDICTION – Federal High Court – Jurisdiction of – Extentand scope of – What determines – Whether has jurisdictionover breach of contract or tort cases.

JURISDICTION – Federal High Court – Jurisdiction of – Extent ofunder section 7(1) – (3), Federal High Court Act.

JURISDICTION – Jurisdiction of court – Where matter not withinjurisdiction of court – Whether court can expand its jurisdictionto entertain.

LEASE – Oil mining lease – Assignment of – Whether can be donewithout ministerial consent.

OIL AND GAS – Oil mining lease – Assignment of – Whether can bedone without ministerial consent.

PETROLEUM LAW – Oil mining lease – Assignment of – Whethercan be done without ministerial consent.

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PRACTICE AND PROCEDURE – Jurisdiction of court – Issueof – What court considers in determining whether or not it hasjurisdiction.

PRACTICE AND PROCEDURE – Jurisdiction of court – Wherematter not within jurisdiction of court – Whether court canexpand its jurisdiction to entertain.

PRINCIPLES OF INTERPRETATION – Interpretation of statuteor instrument – Purposive rule of interpretation – Meaningand scope of application of – Whether can be used to importextraneous matters.

STARE DECISIS – Stare decisis – Doctrine of – Whether SupremeCourt bound by its previous decision.

STATUTE – Interpretation of statute – Purposive rule of interpretation- Meaning and scope of application of – Whether can be usedto import extraneous matters.

WORDS AND PHRASES – Purposive rule of interpretation -Meaning and application of.

Issue:

Whether the Court of Appeal was right in holding that theFederal High Court lacked jurisdiction to determine thedispute between the parties.

Facts:

The appellant instituted an action against the respondents atthe Federal High Court wherein it claim various reliefs against therespondents.

According to the appellant, it entered into a Sales and PurchaseAgreement (SPA) with the respondents. By the SPA which wasexecuted on 13th July 2014, the respondents were to assign theirParticipating Interests totaling 45% of Oil Mining Lease (OML)25 to the appellant in consideration of the sum of US $453,320.00(Four Hundred and Fifty Three Thousand, Three Hundred andTwenty US Dollars) offered by the appellant.

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However, the respondents had a prior Joint OperatingAgreement (JOA) with the Nigerian National Petroleum Corporation(NNPC). Under Article 19.4.2 of the JOA, if a party to the agreementreceived an offer from a third party for its Participating Interest,it must give the other party notice of the third party鈥檚 interest, itsfull details (name and address) and the terms and conditions of theproposed assignment. It shall then offer the other party the pre-emptive right to purchase the said Participating Interest. The noticeshall be in writing and the other party shall have 30 days from thedate it received the notice to exercise its pre-emptive right.

The appellant contended that although the respondents dulynotified NNPC of its (appellant鈥檚) offer, the NNPC failed to respondwithin the stipulated time for doing so, and that the respondentsacted mala fide when they accepted the belated request by theNNPC to exercise its pre-emptive right of purchase and terminatedthe SPA with it (appellant) notwithstanding the fact that it had metall the conditions and had offered the agreed consideration.

Aggrieved by the fact that the respondents failed to complywith the terms of their agreement regarding the assignment of their45% joint participating interest in the oil field covered by OML 25,the appellant instituted the instant action against the respondents atthe Federal High Court.

The respondents raised a preliminary objection challengingcompetence of the court to entertain the suit on the ground thatthe substance of the action against them being a breach of contractthe Federal High Court lacked jurisdiction in that the enumeratedareas of jurisdiction of the Federal High Court under section 251(1)of the 1999 Constitution (as amended) and/or Section 7(1) of theFederal High Court Act 2004 does not empower the Federal HighCourt to exercise jurisdiction on the dispute.

In its ruling on the preliminary objection, the trial courtheld that by virtue of section 251(1) of the 1999 Constitution (asamended), it had jurisdiction to adjudicate over the suit as it wasconnected or pertained to mines and minerals, including oil field,oil mining, geological surveys and natural gas. Aggrieved by theruling, the respondents appealed to the Court of Appeal. In itsjudgment, the Court of Appeal held that the relationship betweenthe parties was purely contractual; that there was an allegation ofa breach in the agreement between the parties which the appellantsought to enforce and that the Federal High Court did not have

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[2021]16NWLR457

the jurisdiction to adjudicate over the appellant鈥檚 suit. It thereforeallowed the appeal.

Aggrieved by the judgment of the Court of Appeal, theappellant appealed to the Supreme Court where he contended thatthe dispute between the parties had its roots in an oil field, and sowithin the jurisdiction of the Federal High Court. On the other hand,the respondents contended that the appellant鈥檚 suit was basically amatter of simple contract and therefore fell outside the jurisdictionof the Federal High Court.

Held (Unanimously dismissing the appeal):

1.On What court considers in determining whether ornot it has jurisdiction over a matter –

In determining whether or not a court hasjurisdiction to entertain a cause or matter, it is theclaims as endorsed on the writ of summons andstatement of claim that are considered. [Adeyemiv. Opeyori (1976) 9 – 10 SC 31; Onuorah v. KadunaRefinery & Petrochemical Co. Ltd. (2005) 6 NWLR(Pt. 921) 393; Tukur v. Govt., Gongola State (1989)4 NWLR (Pt.117) 592 referred to.] (P. 491, paras.D-F)

2.On Whether court can expand its jurisdiction toentertain matter not within its jurisdiction –

While a court can legitimately expound orexpatiate on its jurisdiction, it cannot validlyexpand the frontiers of its jurisdiction to covermatters which the Constitution or the statuteenabling its jurisdiction did not vest in it. Thus, theFederal High Court, not being a court of unlimitedjurisdiction, must operate only within the limits ofthe jurisdiction expressly vested in it. (P. 472, paras.A-B)

3.On What determines jurisdiction of Federal HighCourt –

It is the subject matter of a suit that determineswhether or not the Federal High Court can rightfully

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exercise jurisdiction over it. The subj ect matterof the action or suit must fall squarely within thejurisdiction of the Federal High Court before theCourt can assume jurisdiction over it. [Omosowanv. Chiedozie (1998) 9 NWLR (Pt. 566) 477; Ohakimv. Agbaso (2010) 19 NWLR (Pt.1226) 172 referredto.] (P. 471, paras. G-H)

4.On Scope of jurisdiction of Federal High Court –

The Federal High Court is a court of limitedjurisdiction the precincts of which jurisdictionare clearly circumscribed by section 251(1) andany other provision of the 1999 Constitution (asamended) and section 7(1) of the Federal HighCourt Act or any other Act of the National Assemblylegally enabling it. [Oloruntoba-Oju v. Dopamu(2008) 7 NWLR (Pt. 1085) 1 referred to.] (P. 471,paras. F-G)

5.On Extent of jurisdiction of Federal High Court undersection 7(1)-(3) of Federal High Court Act –

By virtue of section 7(3) of the Federal High CourtAct, where jurisdiction is conferred upon the courtunder subsections (1), and of the section,such jurisdiction shall be construed to includejurisdiction to hear and determine all issues relatingto, arising from or ancillary to such subject matters.(P. 475, paras. A-B)

6.On Extent of exclusive jurisdiction of Federal HighCourt –

The Federal High Court is a court of enumeratedjurisdiction and a fortori, its exclusive jurisdictionis expressly tied to those items enumerated undersection 251(1) of the 1999 Constitution (as amended)which delineate the jurisdiction of the FederalHigh Court and circumscribe it to only eighteenitems. Such matters are exclusively reserved forthe Federal High Court. The draftsman of the 1999Constitution (as amended), deliberately itemizedthose matters which are intended to be under the

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[2021]16NWLR459

exclusive jurisdiction of the Federal High Court.[Wema Securities & Finance Plc v. N.A.I.C. (2015) 16NWLR (Pt. 1484) 93; N.N.P.C. v. Orhiowasele (2013)13 NWLR (Pt. 1371) 211; Ladoja v. I.N.E.C. (2007)12 NWLR (Pt. 1047) 115; Adetona v. Igele Gen.Ent. Ltd. (2011) 7 NWLR (Pt. 1247) 535; Onuorahv. Kaduna Refinery and Petrochemical Co. (2005) 6NWLR (Pt. 921) 393; Gafar v. Govt., Kwara State(2007) 4 NWLR (Pt. 1024) 375; Ports & CargoHandling & C.H.S. Ltd. v. Migfo (Nig.) Ltd. (2012)18 NWLR (Pt. 1333) 555; Olutola v. Unilorin (2004)18 NWLR (Pt. 905) 416; Gassol v. Tutare (2013) 14NWLR (Pt. 1374) 221; Omnia Nig. Ltd. v. Dyktrade(2007) 15 NWLR (Pt. 1058) 576 referred to.] (P.493, paras. B-G)

7.On Whether Federal High Court has jurisdiction overbreach of contract or tort cases –

There is no aspect of breach of contract, be itsimple or complex contract, that the Constitutionconfers jurisdiction on the Federal High Court toadjudicate upon. By virtue of sections 249 and 251of the 1999 Constitution, the Federal High Court isintended to be a court of limited jurisdiction overthe matters enumerated in section 251(1) thereoffor it to adjudicate on. The subjects of torts andcontracts and their breaches are not within thoseenumerated matters.

In the instant case, the agreement for assignment(the SPA) of 45% Participating Interest in OML 25owned jointly by the respondents had nothing to dodirectly with the items listed in section 251(1)(n) ofthe 1999 Constitution, that is Mines and Minerals(including oil fields, oil mining geological surveysand natural gas). It was neither directly connectedwith nor did it arise from them. The dispute wasrooted in contract, and it is not constitutional.The alleged breach of the terms of the Sale andPurchase Ag reement was too remote to the itemslisted in section 251(1)(n) of the 1999 Constitution,(as amended). [Onuorah v. Kaduna Refinery &

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Petrochemical Co. Ltd. (2005) 6 NWLR (Pt. 921)393; Trade Bank Plc v. Benilux (Nig.) Ltd. (2003)9 NWLR (Pt. 825) 416; Adelekan v. Ecu-Line NV(2006) 12 NWLR (Pt. 993) 33; R.O.E. Ltd. v. U.N.N.(2018) 6 NWLR (Pt. 1616) 420; Socio-PoliticalResearch Development v. Min., FCT (2019) 1 NWLR(Pt. 1653) 313; P.D.P. v. Sylva (2012) 13 NWLR (Pt.1316) 85; N.N.P.C. v. Orhiowasele (2013) 13 NWLR(Pt. 1371) 211 referred to.] (Pp. 473-474, paras. G-A;492, paras. E-G)

8.On Whether Federal High Court has jurisdiction toentertain suit founded on tort of conversion –

The Federal High Court lacks jurisdiction toentertain a cause of action founded on commonlaw tort of conversion even where a negotiableinstrument is the chattel tortuously converted. (P.474, paras. G-H)

9.On Whether interest in Oil Mining License (OML) canbe assigned without ministerial consent –

An assignment of an interest in an Oil MiningLicense (OML) cannot be concluded withoutministerial consent. In the instant case, the Sale andPurchase Agreement (SPA) between the appellantand the respondents was not a document whichassigned an interest in an OML. The Ministerialconsent was therefore not required to conclude theSale and Purchase Agreement. (P. 484, paras. E-F)

10.On Meaning and scope of application of purposiverule of interpretation of statute or instrument –

The principle of liberal purposivism, by whatevermeans of activism, has never been a basis forexcursion by the Court of law into embarking onimportation of extraneous matters into either acontract or statutory provision. The purposiveprinciple of interpretation only means that theConstitution or Statute (and even contract) shouldbe given a broad and liberal construction to promote

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[2021]16NWLR461

its purpose. Accordingly, a narrow constructionthat would defeat its purpose should be avoided.Also to be avoided is an unnecessary embellishmentof the words (and their natural meanings) as arecontained in the instrument or provision. [Rabiu v.State (1981) 2 NCLR 293; Onyema v. Oputa (1987) 3NWLR (Pt. 60) 259 referred to.] (P. 473, paras. E-G)

11.On Whether Supreme Court bound by its previousdecision –

The doctrine of stare decisis binds the SupremeCourt to its previous decisions when, as in theinstant case, it subsequently decides a matter whichraises the same controversy arising from similar orsame facts and legislation. The logic is that settledmatters are to remain undisturbed. [Anekwe v. State(2014) 10 NWLR (Pt. 1415) 353; A.-G., Lagos Statev. Eko Hotels Ltd. (2018) 7 NWLR (Pt. 1619) 518referred to.] (P. 490, paras. C-D)

Nigerian Cases Referred to in the Judgment:

A.-G., Lagos State v. Eko Hotels Ltd. (2018) 7 NWLR (Pt.1619) 518

A.P.C. v. I.N.E.C. (2015) 8 NWLR (Pt. 1462) 531

Adelekan v. Ecu-Line NV (2006) 12 NWLR (Pt. 993) 33

Adeyemi v. Opeyori (1976) 9 – 10 SC 31

Anekwe v. State (2014) 10 NWLR (Pt. 1415) 353

Atolagbe v. Awuni (1997) 9 NWLR (Pt. 522) 536

Aya v. Henshaw (1972) 5 SC 87

Barry v. Eric (1998) 8 NWLR (Pt.562) 404

I.T.P.P. Ltd. v. U.B.N. Plc (2006) 12 NWLR (Pt.995) 483

N.D.I.C. v. S.B.N. Plc (2003) 1 NWLR (Pt.801) 311

Nkuma v. Odili (2006) 6 NWLR (Pt.977) 587

Ohakim v. Agbaso (2010) 19 NWLR (Pt.1226) 172

Oladipo v. N.C.S.B. (2009) 12 NWLR (Pt.1156) 563

Olaniyi v. Adetunji (2008) All FWLR (Pt.439) 98

Oloruntoba-Oju v. Dopamu (2008) 7 NWLR (Pt. 1085) 1

Omnia (Nig.) Ltd. v. Dyktrade (2007) 15 NWLR (Pt. 1058)576

Omosowan v. Chiedozie (1998) 9 NWLR (Pt. 566) 477

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462

Onuorah v. K.R.P.C. Ltd. (2005) 6 NWLR (Pt. 921) 393

Onyema v. Oputa (1987) 3 NWLR (Pt. 60) 259

P. & C.H.S. Co. Ltd. v. Migfo (Nig.) Ltd. (2012) 18 NWLR (Pt.1333) 555

Rabiu v. State (1981) 2 NCLR 293

Roe Ltd. U.N.N. (2018) 6 NWLR (Pt. 1616) 420

S.P.D.C.N. Ltd. v. Maxon (2001) 9 NWLR (Pt.719) 541

S.P.D.C.N. Ltd. v. Sirpi-Alusteel Const. Ltd. (2007) 1 NWLR(Pt.1067) 128

Socio-Political Research Development v. Min., FCT (2019) 1NWLR (Pt. 1653) 313

T.S.K.J. (Nig.) Ltd. v. Otochem (Nig.) Ltd. (2018) 11 NWLR(Pt. 1630) 238

Trade Bank Plc v. Benilux (Nig.) Ltd. (2003) 9 NWLR (Pt.825) 416

Tukur v. Govt., Gongola State (1989) 4 NWLR (Pt.117) 592

Wema Sec. & Fin. Plc v. N.A.I.C. (2015) 16 NWLR (Pt. 1484)93

Foreign Case Referred to in the Judgment:

Wellsted鈥檚 Will Trusts, In Re Wellsted v. Hanson (1949) Ch. D.296

Nigerian Statutes Referred to in the Judgment:

Constitution of the Federal Republic of Nigeria, 1979, S.230(1)(d)

Constitution of the Federal Republic of Nigeria, 1999 (asamended), Ss. 251(1)(a) and 249

Federal High Court Act, Cap. F12, Laws of the Federation ofNigeria, 2004, S. 7(1)(a) – (s),

Petroleum Act, Cap. P10, Laws of the Federation of Nigeria,2004, Para. 14 of the First Schedule

Appeal:

This was an appeal against the judgment of the Court ofAppeal which allowed the appeal of the respondents against theruling of the Federal High Court assuming jurisdiction in the suitinstituted by the appellant. The Supreme Court, in a unanimousdecision, dismissed the appeal.

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History of the Case:

Supreme Court:

Names of Justices that sat on the appeal: Mary UkaegoPeter-Odili, J.S.C. (Presided); Musa Dattijo Muhammad,J.S.C.; Kudirat Motonmori Olatokunbo Kekere-Ekun,J.S.C.; Chima Centus Nweze, J.S.C.; Ejembi Eko, J.S.C.(Read the Leading Judgment)

Appeal No.: SC.765/2017

Names of Counsel: Mofesomo Tayo-Oyetibo, Esq – forthe Appellant

Hamid Abdulkareem, Esq. (with him, I. U. Robert, Esq.)- for the Respondents

Court of Appeal:

Division of the Court of Appeal from which the appealwas brought: Court of Appeal, Lagos

Names of Justices that sat on the appeal: TijjaniAbubakar, J.C.A. (Presided); Yargata Byenchit Nimpar,J.C.A. (Read the Leading Judgment); UgochukwuAnthony Ogakwu, J.C.A.

Appeal No.: CA/L/353/2015

Date of Judgment: Wednesday, 12th July 2017

Names of Counsel: Babatunde Fagbonhunlu, SAN (withhim, H. Abdulkareem, Esq. and O. Ogunde, Esq.) – forthe Appellant

Mofe Tayo Oyetibo, Esq. (with him, Adetunji Onigbanjo,Esq and Ajibike Akintomide, Esq.) – for the Respondents

High Court:

Name of the High Court: Federal High Court, Lagos

Name of the Judge: Idris, J.

Suit No.: FHC/L/CS/52/2016

Date of Judgment: Monday, 30th March 2015

Names of Counsel: T. Oyetibo, SAN (with him, S. Edo,Esq.; M. Oyetibo, Esq. and A. Adetumbi, Esq.) – for thePlaintiff

B. Fagbohunlu, SAN (with him, H. Abdulkareem, Esq.and T. Falaiye, Esq.) – for the Defendants

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Counsel:

Mofesomo Tayo-Oyetibo, Esq – for the Appellant

Hamid Abdulkareem, Esq. (with him, I. U. Robert, Esq.) – forthe Respondents

EKO, J.S.C. (Delivering the Leading Judgment): As preambleto this judgment I hereby set out the summary of the facts onwhich the appellant, as the plaintiff at the trial Federal High Court,predicated his reliefs.

The respondents were the defendants at the trial court. Therespondents and the Nigerian National Petroleum Corporation(NNPC) were parties to Joint Operating Agreement (JOA) inrelation to Oil Mining Leases (OML) 18, 24, 25 and 29.Theappellant was not a party to the JOA. NNPC, similarly, is not a partyto the agreement for assignment (鈥渢he SPA鈥�) of 45% undividedparticipating interest in OML 25 owned jointly by the respondents.

In June, 2013, it came to the knowledge of the appellantthat the respondents were seriously considering divesting fromtheir 45% Undivided Participating Interest in OML鈥檚 18, 24, 25and 29, and were interested in receiving expression of interestfrom credible organisations. The appellant expressed their interestin OMLs 24 and 25 to the respondents. They demonstrated theirfinancial and technical capabilities. On 25th October, 2013, therespondents informed the appellant that they had been prequalifiedto bid for OML 25.On 8th January, 2014, the respondents sent thedraft agreement for the assignment (the SPA) of 45% UndividedParticipating Interest in OML 25 owned by them (the respondents)to the appellant.

On 13th July, 2014, the appellant and the respondentsfinally executed the SPA – the agreement for assignment of the45% Undivided Participating Interest in OML 25 owned by therespondents. The SPA contains terms upon which the respondentswill assign their Participating Interest totalling 45% of OML 25to the appellant in consideration (or in exchange) of the sum ofUS $453,320.00 (Four Hundred and Fifty Three, Thousand, ThreeHundred and Twenty US Dollars). The terms include the waiverby the NNPC of its pre-emption right under the existing JOA; the

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consent of the NNPC to the assignment of the respondents鈥� 45%Undivided Participating Interest in OML 25, and the approval ofthe-Minister of Petroleum Resources for the assignment under theJOA. Article 19.4 of the JOA, inter alia, provides –

19.4 If any party has received an offer from a third partywhich it desires to accept, for the assignment ortransfer of its participating interest, hereunder (鈥渢hetransferring party鈥�), it shall give the other party/iesprior right and option in writing to purchase suchparticipating interest as provided in sub-clauses 19.4.1and 19.4.2.

19.4.1 The transferring party shall first give notice to the otherparties specifying therein the name and address of theaforesaid third party and the terms and conditions(including money and other consideration) of theproposed assignment and transfer.

19.4.2 Upon receipt of the notice referred to in sub-clause19.4.1, the other parties may within thirty daysthereafter, request in writing the assignment andtransfer of such participating interest to it, in whichevent the assignment or transfer shall be made to it onthe same or equivalent terms in the same proportion astheir Participating Interests. (Italics supplied)

As can be seen from above, Article 19.4.1 of JOA obligates thetransferring party (that the respondents were) to give notice of notonly its desire or intention to transfer or assign its participatinginterest to a third party, but also to specify in detail 鈥渢he nameand address of the said third party and the terms and conditions(including monetary and other consideration) of the proposedassignment and transfer鈥�. The purport or intent of this clause isto give the other party to the JOA the right of first option and orinterest. Under Article 19.4.2 the right of pre-emption given toNNPC was to last 30 days from the date it received the notice ofthe respondents鈥� Intention to assign or transfer their participatinginterest to the third party (in this case, the appellant). The noticewould give NNPC 30 days within which to exercise their right ofoption/pre-emption.

The appellant, in the statement of claim, avers that:notwithstanding that the NNPC鈥檚 right of pre-emption lapsed on 4thAugust, 2014, the respondents negligently and/or collusively, in bad

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faith, failed to object to NNPC鈥檚 letter of 8th August, 2014 whereinNNPC purported to exercise their right of pre-emption under Article19.4.2 of JOA. And that that foreclosed the appellant, as the thirdparty, interested in the assignment to it of the respondent鈥檚 45%participating interest in OML 25.The appellant further alleges thatthe respondents erroneously waived their right to NNPC鈥檚 letter of8th August, 2014; wherein NNPC averred that the respondents鈥� noticepursuant to Article 19.4.1: of JOA was (misleadingly) received bythem (NNPC) on 11th August, 2014. The appellant further avers thatthe respondents colluded, mala fide, with NNPC to give the latterundue advantage to exercise their pre-emption rights under Article19.4.2 of JOA even after it had lapsed by efflusion of time.

The appellant claims that the respondents, acting mala fideand in collusion with NNPC, wrote to the latter on 30th September,2014 acknowledging NNPC鈥檚 letter of 8th August, 2014, andthanked NNPC for their 鈥減rompt consideration鈥� of their requestfor assignment of their 45% participating interest in OML 25, evenafter NNPC had acted, allegedly, belatedly under Article 19.4.2of JOA. Appellant further charges the respondents for failing toact in good faith to repel the NNPC鈥檚 wrongful exercise of theirright of pre-emption when they had that right in protection oftheir (appellant鈥檚) interest under the Agreement for Assignmentof 45% Participating Interest (the SPA) that the respondents hadwith the appellant. Purporting to invoke clause 3.2(c) of the SPAthe appellant contends, in Paragraph 64 of the statement of claim,that the respondents failed in their contractual obligation to procureall the conditions precedent stipulated in Clause 3.1(a),& of the SPA, which include the respondents鈥� insistence thatNNPC had waived any pre-emption right and/or that the NNPCgives its consent to the agreement for assignment (the SPA) theyentered into with the respondents. The appellant was aggrieved bythe termination of the SPA upon NNPC鈥檚 exercise of right of pre-emption.

It is on these foregoing facts that the appellant claims againstthe respondents the following reliefs as per both the writ of summonsand the statement of claim, that is-

Reliefs:

Whereof the plaintiff claims the following reliefsagainst the defendants jointly and severally:

1.A declaration that by virtue of clause 3.2(i)(c)of the Sale and Purchase Agreement (SPA), the

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defendants ought, in law, to have used their bestendevours to procure that the conditions set outin clauses 3.1(a), (b), and the said SPA aresatisfied on or before the long stop date of 30thNovember, 2014 prescribed by the SPA.

2.A declaration that by reason of the failure,refusal or neglect to use their best endeavours toprocure that the conditions set out in Clauses 3.1(a), (b), and of the SPA were satisfied onor before the long stop date of 30th November,2014 the defendants are estopped from relyingon the long stop date as a basis for terminatingthe SPA.

3.A declaration that the refusal of the defendantsto extend the long stop date of 30th November,2014, pursuant to the plaintiff鈥檚 application dated19th November, 2014 is unfair, unreasonable,null and void having regard to the failure, refusalor neglect of the defendants to use their bestendeavours to procure that the conditions set outin clause 3.1(a), (b), and of the SPA weresatisfied before the longstop date.

4.A declaration that as at 10th September 2014,which was the farthest date that the right of pre-emption could have been exercised under theJoint Operating Agreement (JOA) of July 1991the defendants did not receive any notice of theexercise of the right of pre-emption under theJOA.

5.A declaration that in so far as the defendants havenot received the notice of exercise of the right ofpre-emption under the JOA as at 10th September,2014, it is still open to the defendants to assigntheir 45% participating interest in Oil MiningLease (OML) 25 in favour of the plaintiff.

6.A declaration that the termination by thedefendants of the Sale and Purchase Agreement(SPA) entered into by the plaintiff and defendantson 3rd July, 2014 which termination was carried

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out by the defendants vide their letter dated 20thJanuary, 2015 is wrongful, null, void and of noeffect.

7.An order setting aside the defendants鈥� letter of20th January, 2015 by which they purported toterminate the SPA dated 3rd July, 2014.

8.An order of mandatory injunction compellingthe defendants to inform the Nigerian NationalPetroleum Corporation (NNPC) that its pre-emption right over the defendants鈥� 45%undivided participating interest in OML 25 hasexpired.

9.An order of specific performance compelling thedefendants to employ all reasonable endeavoursto procure that the conditions set out in clause3.1 (a), (b), and of the SPA are satisfied.

10.An order of specific performance compellingeach of the defendants to transfer theirparticipating interest in OML 25 (The SPDCNLtd. (30%), Total E&P Nigeria Limited (10%),and NAOC Limited (5%) together constituting45% (forty-five percent) participating interest inOML 25) to the plaintiff.

11.An order of perpetual injunction restraining eachof the defendants whether by themselves, theirservants, agents or privies from transferring theirparticipating interest in OML 25 (The SPDCNLtd. (30%), Total E & P Nigeria Limited (10%),and NAOC Limited (5%) together constituting45% (forty-five percent) participating interestin OML 25) to any person, authority, or agencyother than the plaintiff.

12.An order of perpetual injunction restrainingthe defendants whether by themselves, theirservants, agents, privies, proxies, fronts, staffersor any other person whomsoever called actingunder their authority from proceeding orcontinuing to invite bids, offering or accepting,negotiating or engaged in transaction or contractcalculated or purporting to transfer, sell, farm out

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[2021]16NWLR469

or otherwise charge, encumber, deal in, disposeof or divest the undivided 45% (forty-fivepercent) participating interest of the defendantsin OML 25 in favour of any person, authority,agency or whatsoever called at all except to theplaintiff.

13.An order of perpetual injunction restraining thedefendants whether by themselves, or by theirmanagement, servants, agents, privies, assigns,proxies, fronts, staffers or any other personwhomsoever called acting under their authorityfrom declaring any other bidder or buyer apartfrom the plaintiff as the preferred bidder or buyerof the assignment of defendants鈥� 45% undividedparticipating interest in OML 25.

14.An order of perpetual injunction restraining thedefendants whether by themselves or by theirmanagement, servants, agents, privies, assigns,proxies, representatives, staffers or any otherperson whomsoever called acting under theirauthority from executing a definitive agreementor any other agreement with any other bidder,party, person or entity apart from the plaintifffor the purpose of assigning the defendants鈥檜ndivided 45% (forty-five percent) participatingInterest in OML 25.

15.An order of perpetual injunction restraining thedefendants whether by themselves or by theirmanagement, servants, agents, privies, assigns,proxies, fronts, staffers or any other personwhomsoever called acting under their authorityfrom taking any further step(s) whatsoever withany other bidder, person, party or entity apartfrom the Plaintiff in purporting to conclude theassignment of the defendants鈥� 45% undividedparticipating interest in OML 25.

16.Costs of this action

The respondents, at the trial Federal High Court, raisedpreliminary objection to the competence of the said court to entertainthe suit on the ground that the substance of the action against them,

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being breach of contract, the Federal High Court lacked jurisdictionover the subject of the suit; and that the enumerated jurisdiction ofthe Federal High Court under section 251(1) of the Constitutionand/or Section 7(1) of the Federal High Court Act, 2004 does notempower the trial Federal High Court to exercise jurisdiction in thedispute. The learned trial Judge (M.B. Idris, J (as he then was)) inhis considered decision on the preliminary objection held that hehad –

no doubt in (his) mind that the Federal High is a courtof unlimited jurisdiction. It is, however, a specialisedcourt with a specialised jurisdiction as conferred to itby the basic law of the land, the Constitution of theFederal Republic of Nigeria, 1999, as amended, insection 251(1)(a) – which is in pari materia withsection 7(1)(a) – of the Federal High Court. Theconcern of the Court in the instant suit is: whetheror not the instant suit can validly be accommodatedwithin the provisions of Sections 251(1)(1), (n), (p),(q)and 鈥�

I entirely agree that the facts that gave rise to theinstant suit is a contractual relationship, but it remainsmy opinion that, it is not a simple contract 鈥�.

The point being made is that any person who wishesto undertake any activity, the oil exploration, oilprospecting, oil mining requires a formal writtenauthorisation of the Minister of Petroleum Resources.

It should be noted that the holder of OML has theexclusive right to search, win work (sic), carry awayand dispose of all the petroleum discovered and wonin the area covered by the lease.

It is very important to draw the attention of the partiesthat the 1st defendant cannot assign OML without theprior consent of the Minister of Petroleum Resources 鈥�

Therefore, by virtue of section 251(1) n, p – q andv. (of the 1999 Constitution) this court has originaljurisdiction to the exclusive (sic) of any other court tohear and determine the dispute in the instant suit, asit is connected or is pertaining to mines and minerals,including oil field, oil mining, geological surveysand natural gas. It also involves the administration or

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[2021]16NWLR471

management and control of Federal Government andits agencies and it also involves the interpretation ofthe Constitution as it affects the Federal Governmentor any of its agencies and it also involves a proceedingfor a declaration or seeking for injunction affecting thevalidity of any or administrative action or decision bythe Federal Government agency.

The presumption of the law is that the 1 st Defendanthas obtained the prior consent before commencing theprocess or procedure of the sale of the OMLs-

Upon the appeal of the respondents, the Court of Appeal (thelower court), on the sole issue – whether the trial Federal High Courthas no jurisdiction over the subject matter of the dispute, allowedthe appeal; holding inter alia that the parties are ad idem 鈥渙n thefact that the relationship between (them) is contractual and thereis an allegation of a breach in the agreement which the respondent(the plaintiff) seeks to enforce鈥�. The lower court further found thatthe contract in contention here is the assignment of the participatinginterest in OML 25; and held:

That is purely contractual and it has nothing to do withthe activity that would be carried out by the ownersof the lease in exploration for oil drilling or exporting(the) crude.

It is this decision of the lower court, that the Federal HighCourt lacks jurisdiction to entertain the subject matter of theplaintiff/appellant鈥檚 suit, that has prompted this further appeal.

My Lords, straightaway: this court stated, in Oloruntoba-Oju v.Dopamu (2003) FWLR (Pt. 158) 1268; (2008) 7 NWLR (Pt. 1085)1, that the Federal High Court is a Court of limited jurisdiction,the precincts of which jurisdiction are clearly circumscribed bysection 251(1) and any other provision of the 1999 Constitution,(as amended) and section 7(1) of the Federal High Court Act orany other Act of the National Assembly legally enabling it. It istherefore the subject matter of the suit that-determines whetheror not the Federal High Court can rightfully exercise jurisdictionover it: Omosowan v. Chiedozie (1998) 9 NWLR (Pt. 566) 477.In otherwords, the subject matter of the action or suit must fallsquarely within the jurisdiction of the Federal High Court beforethe Court can assume jurisdiction over it: Ohakim v. Agbaso (2010)19 NWLR (Pt.1226) 172.

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While the court can, legitimately, expound or expatiate on itsjurisdiction, it cannot validly expand the frontiers of its jurisdictionto cover matters which the Constitution or the statute enabling itsjurisdiction has not vested in it. I agree with the lower court thatthe Federal High Court is not a court of unlimited jurisdiction andthat it is a court of limited jurisdiction and therefore must operateonly within the limits of the jurisdiction expressly vested in it. Thelearned trial Judge was clearly wrong in holding that the FederalHigh Court is a court of unlimited jurisdiction.

The issue in this appeal is whether the dispute betweenthe parties herein is contractual, and not over the purpose of thecontract allegedly breached by the respondents. The contract andthe activity the contractors have in mind for the contract are twodistinct and different objects.

The appellant seems to canvass two ambivalent positions.

Firstly, appellant concedes that the transaction it had with therespondents was contractual. On the otherhand, however, it arguesthat the transaction not being a simple contract, the Federal HighCourt has jurisdiction to entertain it since the contract relates to,pertains to or arises out of the matter in which the Federal HighCourt, by dint of section 251(1) of the 1999 Constitution, hasexclusive jurisdiction to entertain. Recalling reliefs 10, 11 & 14above reproduced, the appellant鈥檚 counsel submits: From theappellant鈥檚 statement of claim, it is apparent that the bedrock of thedispute between the parties is the respondent鈥檚 45% ParticipatingInterest in the Oil Field covered by OML 25 and that the essence ofthe appellant鈥檚 suit at the Federal High Court is for the determination

鈥渨hether, pursuant to the SPA, the appellant is notentitled to the respondent鈥檚 45% Participating Interestin OML 25鈥�.

The appellant seems to get off tangent here. The very essence ofhis suit is for a declaration that the respondents, by their conduct,including negligence, collusion and other acts mala fide, were inbreach of their agreement in the SPA, and the remedies for thebreach.

The core question, that is the subject matter of the suit, iswhether the respondents were in breach of their contract, the SPA,with the appellant? The follow-up question is whether – a breachof contract, be it simple or complex, is a matter within the scopeof the jurisdiction expressly vested in the Federal High Court by

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[2021]16NWLR473

section 251(1) of the Constitution (in pari materia with section 7(1)of the Federal High Court Act, 2004). There is no aspect of breachof contract, be it simple or complex contract, that the Constitution,in section 251(1) thereof, confers jurisdiction on the Federal HighCourt to adjudicate on.

For the appellant the learned counsel, relying on Adelekan v.Ecu-Line NV (2006) 12 NWLR (Pt. 993) 33 at 52; Wema Securitiesand Finance Plc v. Nigeria Agricultural Insurance Corporation(2015) 16 NWLR (Pt. 1484) 93, has submitted that the FederalHigh Court, though a court of limited jurisdiction that 鈥渃an onlyorbit within the universe of – – enumerated issues鈥� and that issuesof simple contract are not within those enumerated issues, isnonetheless empowered to entertain matters ancillary to any ofthe matters enumerated by section 7(1)(a) – of the Federal HighCourt Act. This is the round-up of the counsel鈥檚 contention thatthe dispute at the trial court 鈥渋s rooted in an oil field鈥�; and thatthe court, upon adopting liberal principle or the purposive rule ofinterpretation, should construe 鈥渁ll issues relating to, arising fromor ancillary to鈥� in section 7(3) of the extant Federal High Court Act,(as amended) as empowering the Federal High Court to exercisejurisdiction over this present dispute, unarguably arising from thebreach of the SPA contract. The principle of liberal purposivism,by whatever means of activism, has never been a good basis forexcursion by the Court of law to embarking on importation intoeither the contract or statutory provision extraneous matters. Thepurposive principle of interpretation only means as contemplatedby this court in Rabiu v. The State (1980) 8 -11 SC 130; (1981)2 NCLR 293; Onyema v. Oputa (1987) 6 SC 362 at 371; (1987)3 NWLR (Pt. 60) 259, that the Constitution or Statute (and evencontract) should be given a broad and liberal construction topromote its purpose. Accordingly, a narrow construction thatwould defeat its purpose should be avoided. Also to be avoidedis an unnecessary embellishment of the words (and their naturalmeaning) as are contained in the instrument or provision.

My Lords, it is clear from Sections 249 and 251 of theConstitution – the establishment and jurisdiction empowermentprovisions, that the Federal High Court, by its establishment,is intended to be a court of limited jurisdiction over the mattersenumerated in section 251(1) thereof for it to adjudicate on. Tortsand Contract and their breach are not within those enumerated

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matters. The clear intent and purpose for the establishment of theFederal High Court is that matters of tort or contract should not beactionable in Federal High Court; but in the State High Court. InTrade Bank Plc v. Benilux (Nig.) Ltd. (2003) 9 NWLR (Pt. 825) 416this court held that 鈥渁 tort is actionable in the State High Court鈥� andnot in the Federal High Court. Similarly, in Onuorah v. KadunaRefinery and Petrochemical Company (2005) 6 NWLR (Pt. 921)393 this court, again, held that breach of contract is not actionablein the Federal High Court, but only in the State High Court. Theissue in the instant case is a compound of the tort of negligenceand collusion actuating the breach of contract alleged against therespondents. In each or both instances the Federal High Court lacksjurisdiction to adjudicate on the cause of action.

The facts of Trade Bank Plc v. Benilux (supra) deal squarelywith the appellant鈥檚 trumpeted adumbration on the – phrases: 鈥渋ssuesrelating to, arising from, or ancillary to鈥�. The dispute in the TradeBank Plc v. Benilux case (supra) was about the tort of wrongfulconversion of a cheque brought to the High Court of Lagos Statefor adjudication. The defendant raising the issue that section230(1)(d) of the 1979 Constitution (as amended), vesting exclusivejurisdiction on the Federal High Court in matters 鈥渋n respect ofbanking, banks, other financial institutions including an actionbetween one Bank and other, any action by or against the CentralBank of Nigeria arising from banking, foreign exchange, coinage,legal tender, bills of exchange, letter of credit, promissory note andother fiscal measures鈥�, objected to the State High Court exercisingjurisdiction to entertain the suit. The objection was overruled. Thiscourt, on further appeal, held inter alia that 鈥渃onversion is a tortwhich is actionable in the State High Court鈥� (per Tobi, JSC); andthat the Federal High Court lacks jurisdiction in any matter of adispute in respect of a transaction between an individual customerand a bank by virtue of section 230(1)(d) of the 1979 Constitution,as amended (in pari materia with section 251(1)(d) of the 1999Constitution as amended).

On the principle of stare decisis, my hands are emboldenedand/or strengthened for holding that the Federal High Court lacksjurisdiction to entertain a cause of action founded on common lawtort of conversion even where a negotiable instrument is the chatteltortuously converted.

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Section 251(1) of the 1999 Constitution, as amended thatconfers jurisdiction on the Federal High Court over enumerateditems does not have the equivalent of section 7(3) of the FederalHigh Court Act, 2004, to wit:

7.3 Where jurisdiction is conferred upon the courtunder subsections 41(2) and of this section, suchjurisdiction shall be construed to included jurisdictionto hear and determine all issues relating to, arisingfrom or ancilliary to such subject matter.

Section 251(1) of the Constitution and section 7(1) of theFederal High Court are in pari materia. The appellant argues that,since under section 251(1)(n) of the Constitution, the Federal HighCourt has jurisdiction in relation to 鈥渕ines and minerals (includingoil fields, oil mining, geological surveys and natural gas), theFederal High Court, therefore, by implication, has jurisdictionover the appellant鈥檚 suit as it involves contractual claims which areconnected with, ancillary or related to the participating interests ofthe parties to the breached agreement, the SPA, in an oil mininglease (OML). I agree with the respondents – that the decision ofthis court in P. & C.H.S. Co. Ltd. & Ors. v. Migfo (Nig.) Ltd. &Anor. (2012) 18 NWLR (Pt. 1333) 555 is apposite and relevantto the determination of this appeal. The respondents, in that case,had claimed at the trial court that by virtue of certain agreementsand understandings, they and the 2nd appellant were joint venturepartners in the management/operation of Terminal 鈥楥鈥� at Tin CanIsland Port. The respondents, therefore, sought reliefs, includingtheir entitlement to shares in the 1st appellant, a port managementcompany. Like the appellant here, the respondents in that caseargued that, because their agreements and understandings wererelated to, or ancillary to, the matter listed as in section 251(1)(g)of the Constitution i.e. Federal Ports, the Federal High Court hasexclusive jurisdiction over the matter the subject of their contractualdispute with the appellant in their case. This court, applying 鈥渢henature of claim鈥� index and citing with approval its earlier decisionin Onuorah v. K.R.P.C. (supra); found that 鈥渢he plaintiff鈥檚 claim(was) founded on contract鈥�. It held in conclusion therefore, thatthe Federal High Court lacked jurisdiction to entertain the claim.It cited on this, with approval, its earlier decisions in Onuorah v.KRPC (supra); Trade Bank Plc v. Benilux (Nig.) Ltd. (supra).

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In the P. & C.H.S. Co. Ltd. v. Migfo case (supra) Galadima,JSC, while construing section 7(3) of the Federal High Court Act,held that the operative phrase in the said sub-section is

鈥渋nclude jurisdiction to hear and determine all issuesrelating to, arising from or ancillary to such subjectmatter.鈥�

and that in determining the relevance of the phrase under reference,

It is imperative to determine what the sub-phrase 鈥渟uchsubject matter鈥� refers to. From the clear provision ofthe Act, the only rational interpretation of the phrase鈥渟uch subject matter鈥� are those matter(s) identifiedin subsections (1), and of (Section 7) of theFederal High Court Act; which is in pari materia withsection 251(1)(g) of the Constitution of the Federal ofNigeria, 1999 (as amended).

His Lordship then concluded that the agreement, the subjectof the dispute, had nothing to do with the matters listed in section251(1)(g) of the Constitution, and it is neither connected with nordoes it arise from them. By analogy and by the rule of stare decisis,therefore, I hold that the Agreement for Assignment (the SPA) of45% Participating Interest in OML 25 owned jointly the respondentshas nothing to do directly with the items listed in section 251(1)of the Constitution, that is – mines and minerals (including oilfields, oil mining geological surveys and natural gas). It is neitherdirectly connected with nor does it arise from them. The disputeis contractual; it is not constitutional. The alleged breach of the(n)terms of the SPA is too remote to the items listed in section 251(1)of the 1999 Constitution (as amended). I do not agree with theappellant鈥檚 contention that the decision in P. & C.H.S. Co. Ltd. v.Migfo (supra) was decided per incuriam section 7(3) of the Federal(n)High Court Act, 2004.

Finding no good cause to disturb the judgment of the lowercourt in the appeal No. CA/L/353/2015 delivered on 12th July, 2017I hereby dismiss this appeal in its entirety. Costs at N1,000,000.00shall be paid by the appellant to the respondents jointly and/orjointly.

Appeal dismissed.

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PETER-ODILI, J.S.C.: I am in total agreement with the judgmentjust delivered by my learned brother, Ejembi Eko, JSC and to recordthe support I have in the reasonings from which the decision cameabout, I shall make some comments.

This is an appeal against the judgment of the Court of Appeal,Lagos Division or lower court of court below, coram: TijjaniAbubakar, Yargata Byenchit Nimpar and Ugochukwu AnthonyOgakwu, JJCA, delivered on the 12th day of July, 2017 which allowedthe appeal and set aside the decision of the trial Federal High Courtwhich dismissed the application of the applicants now respondentsin a ruling delivered on 30th March, 2015 which application was fora declaration that the Federal High Court lacked jurisdiction overthe claims submitted by the plaintiff now appellants.

The details leading to this appeal are well set out in the leadjudgment and I shall not repeat them save for when circumstanceswarrant a reference to any part thereof.

On the 16th day of March, 2020, learned counsel for theappellant, Mofesomo Tayo-Oyetibo Esq. adopted the brief ofargument filed on 28/11/17 and a reply brief filed on 27/2/18. Hedistilled a single issue for determination in this appeal which isthus:-

鈥淲hether the lower court was not wrong in holdingthat the Federal High Court does not have jurisdictionto entertain the appellant鈥檚 claims. (Distilled fromgrounds 1, 2, 3, 4 and 5).鈥�

Learned counsel for the respondent, Hamid Abdulkareem Esq.adopted the brief of argument settled by Babatunde Fagbohunlu,SAN and filed on 5/2/2018 in which was drafted a sole issue thus:-

鈥淲hether, in view of the contractual claims submittedto the Federal High Court by the appellant, the Courtof Appeal rightly struck out the suit before the FederalHigh Court for want of jurisdiction.鈥�

The issues as differently crafted on either side are asking thesame question. I shall use the issue as crafted by the appellant forease of reference and convenience.

Sole Issue:

鈥淲hether the lower court was not wrong in holdingthat the Federal High Court does not have jurisdictionto entertain the appellant鈥檚 claims.

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Learned counsel for the appellant contended that the bedrockof the dispute in this instance is the respondents鈥� 45% participatoryinterest in the oil field covered by OML 25 as the essence of theappellant鈥檚 suit at the Federal High Court is to determine whether,pursuant to the SPA, the appellant is not entitled to the respondents鈥�45% participatory interest in OML 25.

He submitted that the dispute stems from the assignment ofinterest in OML 25, the lower court was bound in law to have reachedthe inevitable conclusion that the dispute between the parties has itsroots in an oil field and so within the jurisdiction of the FederalHigh Court. He cited section 251(1) of the Constitution andsection 7(1)(n) and 7(3) of the Federal High Court Act; Rabiu v.The State (1980) 8 – 11 SC 130 at 195; (1981) 2 NCLR 293; Aya v.Henshaw (1972) 5 SC 87 at 95 – 96; Wellsted鈥檚 Will Trusts, In ReWellsted v. Hanson (1949) Ch. D 296 at 306 etc.

For the respondent, learned counsel submitted that theappellant鈥檚 suit at the trial court is basically a simple contractmatter and therefore falls outside the jurisdiction of the FederalHigh Court. The jurisdiction of the court is deciphered from thestatement of claim of the plaintiff and not the defence.

He cited Onuorah v. K.R.P.C. Ltd. (2005) 6 NWLR (Pt.921)393; Trade Bank Plc v. Benilux Ltd. (2003) 9 NWLR (Pt.825) 416.

He stated that the subject matter of the appellant鈥檚 claimsbefore the Federal High Court are purely matters arising fromthe operation of a simple contract and so beyond the jurisdictionof the Federal High Court. He referred to P. & C.H.S. Co. Ltd. &Ors. v Migfo (Nig.) Ltd. & Anor. (2012) 18 NWLR (Pt.1333) 555;Onuorah v. K.R.P.C. Ltd. (2005) All FWLR (Pt.256) 1356; (2005) 6NWLR (Pt. 921) 393; I.T.P.P. Ltd. v. U.B.N. Ltd. (2006) 12 NWLR(Pt.995) 483.

The position put up by the appellant in summary is thatthe agreement of assignment or SPA for short upon which theappellant鈥檚 action is founded is not a simple contract hence theexclusive jurisdiction of the Federal High Court to entertain theaction under section 251(1)(n) of the Constitution and section7(1)(n) and 7(3) of the Federal High Court Act as the action is achallenge to the executive and administrative action of the NNPC,a Federal Government Agency and on which a State High Courtlacks jurisdiction to adjudicate upon.

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[2021]16NWLR479

In disagreement, the stance of the respondent is that theappellant鈥檚 claims arose from a simple contract and outside thejurisdiction of the Federal High Court as the complaints of theappellants do not stem from or affect the administrative and/orexecutive actions and decisions of the NNPC as an agency of theFederal Government of Nigeria.

In the determination of whether or not the court has jurisdiction,the first point of contract is the statement of claim and this is nowa well-settled principle of law. I rely on Onuorah v. K.R.P.C. Ltd.(2005) 6 NWLR (Pt.921) 393; Trade Bank Plc v. Benilux (Nigeria)Ltd. (2003) 9 NWLR (Pt.825) 416.

I shall quote the relevant portions of the statement of claimthus:-

By virtue of the SPA; the respondents agreed to assigntheir respective participating interests in OML 25 tothe appellant, subject to the satisfaction of certainconditions precedent stated in the SPA. (see paragraphs(a)5-27 of the statement of claim);

The respondents acted in bad faith by failing to informthe NNPC that its pre-emptive right to acquire theinterests of the respondents in OML 25 had lapsed/been waived. (see paragraphs 41 to 58 of the statement(b)of claim);

The respondents acted unfairly/unreasonably whenthey refused to extend the 鈥淟ong Stop Date鈥� containedin the SPA (i.e. the date on which the conditionsprecedent to the SPA were expected to have beensatisfied. (see paragraphs 59 to 60 of the statement of(c)claim);

The respondents鈥� termination of the SPA is wrongful,null and void, and of no effect (see paragraphs 61 to 63(d)of the statement of claim, and

The respondents failed, refused or neglected to usereasonable endeavours to ensure that the conditionsprecedent contained in Clauses 3.1 (a), (b), andof the SPA were satisfied on or before the Long Stop(e)Date. (see paragraph 64- 67 of the statement of claim).

The court below as seen at pages 591 – 592 of the record ofappeal stated as follows:-

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鈥淣ow to the examination and consideration of aplethora of cases of this court and Court of Appealwere there have been pronouncement on the lack ofjurisdiction of the Federal High Court on the type ofthe case of simple contract. In Onuorah v. KadunaRefinery and petrochemical Company (supra) theprovision of 239 of the 1979 Constitution (asamended, in pari materia with 251(1) of the 1999Constitution, which vests exclusive jurisdiction onthe Federal High Court on matters pertaining to theadministration of the management and control ofthe Federal Government or any of its agencies wasconsidered. Nonetheless, the subsection quoted abovehas not conferred jurisdiction on the court where theplaintiff鈥� claim is founded on contract. The facts of thiscase are not disputed by the parties. The decision of thiscourt is clear-cut and unambiguous. It held that the, trialcourt lacked jurisdiction to entertain the appellant鈥檚suit, because it was based on simple contract and thatonly a State High Court has jurisdiction to entertainsuch claim. The lower court sought to distinguishOnuorah鈥檚 case from the instant case on page 998of the record on ground that the provision of section239(1) of the 1979 Constitution is not in pari materiawith section 251(1)(g) of the 1999 Constitution. Withdue respect, the distinction sought to be made in thisinstance is erroneous because section 230 of the1979. Constitution as amended by Decree No. 107 of1993 is indeed in pari materia with the provision ofsection 251(1) of the 1999 Constitution. The decreeamended section 230(1) of the 1979 Constitution. TheCourt of Appeal in that case acted rightly when it heldthat the trial court lacked jurisdiction to entertain theappellant鈥檚 claim and relying on earlier decisions incases of Seven-Up Bottling Company v. Abiola & Sons(supra); Trade Bank Plc v. Benilux (Nig.) Ltd. (2003)9 NWLR (Pt.825) 416.鈥�

See also at page 600 G of the report:

鈥淚 have no doubt in my mind that the dispute is simplyon the alleged joint partnership contract and, the claim

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is founded on that alleged contract. It is settled law thatthe Federal High Court lacks jurisdiction in mattersof simple contract. On the Federal High Court鈥檚 lackof jurisdiction in matters of simple contract such asthe instant case, I agree entirely with learned seniorcounsel for the appellants that Onuorah v. KadunaRefinery and Petrochemical Company (2005) 6 NWLR(Pt.921) 391 is quite apposite.鈥�

When faced with scenarios that seem to task this court onjurisdiction, this court did not hesitate in taking the proper position.

Adelekan v. Ecu-Line NV (2006) 12 NWLR (Pt.993)33 at 58.This court held that whereas in the case above citedthe appellant entered into a contract with the respondent for thecarriage by sea of certain equipment from Canada to Nigeria forvaluable consideration. When the ship arrived in Nigeria, theappellant discovered that the equipment was not on board, and hadbeen misplaced by the respondent in its warehouse. The appellanttherefore instituted an action in the Federal High Court, Ibadan,seeking damages for breach of contract of carriage of good by seaand negligent loss of goods. The respondent challenged the FederalHigh Court鈥檚 jurisdiction on the basis that the dispute arose froma simple contract (albeit a contract for carriage of goods by sea,even though 鈥渃arriage by sea鈥� is one of the matters within theFederal High Court鈥檚 jurisdiction under section 251(1)(g) of theConstitution. Ogbuagu, JSC held as follows:-

鈥淎s regards ground (c), I had earlier in this judgmentreproduced the claims of the appellant in paragraph 39of his statement of claim. I repeat that these, in myrespectful view, are clearly, a case based on a simplecontract and certainly not on Admiralty. A claim fordamages for breach of contract, or even the alternativeclaim for damages for negligence (which as rightlysubmitted in the brief of the respondent will only becollateral to the contract) came cannot be entertainedand determined in the Federal High Court. Therefore,the learned trial judge, lacked jurisdiction to entertainthe claims in simple contract.

What is more, by section 230(1) of the Constitutionof the Federal Republic of Nigeria, 1979 and evenby section 251 of the 1999 Constitution, the Federal

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High Court, has no jurisdiction in matters of simplecontracts.鈥�

Onuorah v K.R.P.C. Ltd. (2005) All FWLR (Pt.256) 1356;(2005) 6 NWLR (Pt. 921) 393. In this case, the appellant enteredinto a contract to purchase a specified number of empty tins fromthe respondent at an agreed amount, and payment of the agreedamount was made. However, before the delivery was made to theappellant, the respondent had increased the price of things, andnow requested the appellant to pay the difference between whathe had paid and the new unit price. The appellant refused to makeadditional payment, and it filed a suit at the Federal High Court.The appellant succeeded in its claims at the trial court, but the Courtof Appeal set aside the trial court鈥檚 judgment on the ground thatthe FHC lacked jurisdiction over the appellant鈥檚 claim. On furtherappeal to the Supreme Court, the Supreme Court (per Akintan,JSC) held as follows (at pages 1364-1365 of the report:

鈥淎 close examination of the additional jurisdictionconferred on the Federal High Court in the sectionand by the 1979 Constitution clearly shows that thecourt was not conferred with jurisdiction to entertainclaims founded on contract as in the instant case. Inother words, section 230(1) provides a limitation tothe general and all-embracing jurisdiction of the StateHigh Court because the items listed under the saidsection 230(1) can only be determined exclusively bythe Federal High Court.

All other items not included in the list would thereforestill be within the jurisdiction of the State HighCourt. In the instant case, since disputes founded oncontract are not among those included in the additionaljurisdiction conferred on the Federal High Court, thatcourt therefore had no jurisdiction to entertain theclaim. (Emphasis added)

I.T.P.P. Ltd. v U.B.N. Plc (2006) 12 NWLR (Pt.995) 483.In this case, the respondent while carrying out its banking businessforwarded to the appellant an irrevocable letter of credit establishedin Belgium. The appellant adopted the letter of credit and on thebasis thereof, forwarded some goods to a customer in Belgium. Inspite of repeated demands, the appellant received no payment forits goods. The appellant therefore commenced action against the

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respondent for breach of contract and/or negligent misstatement.Ruling on a jurisdictional challenge made by the respondent, theFHC held that the matter fell within its admiralty jurisdiction.The Court of Appeal however dismissed the trial court鈥檚 decision,holding that the dispute was a banker-customer dispute in respectof which it had no jurisdiction. The Supreme Court held that thecase did not disclose a banker-customer dispute, but was merelycontractual. The court held (as page 504 of the report) as follows:

鈥�…. it is now firmly established that in a simple contract(as in the instant case between the parties), it is theHigh Court and not the Federal High Court that hasjurisdiction to entertain and determine it.鈥�

The need for caution has been emphasised by this court for thecourt not to be lured into expanding the jurisdiction of the FederalHigh Court when a party seeks to utilise the words 鈥渃onnectedwith鈥� or 鈥減ertain to鈥� in veering into giving the Federal High Courtjurisdiction which it does not have. This was the situation wellsettled in Nkuma v. Odili (2006) 6 NWLR (Pt.977) 587 at 602 whenthe Supreme Court stated thus:-

鈥淚t cannot be disputed that if the case was connectedwith or pertaining to land (sic) and minerals includingoil fields it would abate by virtue of section 7 of DecreeNo.60 of 1991 which came into force on 30/12/91. Ithink that appellant鈥檚 counsel has stretched beyondreasonable limit the meaning to be ascribed to theexpression 鈥榗onnected with or pertaining to mines andminerals including oil fields鈥�. All the case in whichthe Court of Appeal and this Court had decided thatthe provisions of both Decrees ousted the jurisdictionof a State High Court clearly touched on issues ofcompensation for pollution and damages resultingfrom mining operation and related matters, and nonewas on compensation for owners of the land. This caseis simply a land dispute. It could well have been a landdispute as to who was entitled to the compensation fora land to be used for farming, golfing or a footballfield.鈥� (Italics mine).

The appellant is relying on portions of the SPA to anchortheir stance that the action was such as covered by section 251 ofthe Constitution and within the ambit of disputes in the exclusive

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jurisdiction of the Federal High Court. The Court of Appeal handledthe matter effectively when it stated as follows:-

鈥淭he biting complaint of the respondent is breach ofthe agreement (SPA) to assign to the respondent their45% participating interest in OML 25 and to becomethe operator, to search for, win, work carry away anddispose off petroleum from the oil field. Until theagreement is executed, the list of things to do in theoil field cannot materialize. At the stage it is, is likesomebody knocking at the door seeking to enter thehouse. Until the door is opened can he claim what isinside the house as his own? Can he have any legalright to the items in the house? So how then does therespondent鈥檚 claim have anything to do with mineralor mines as decided by the court below. Until theagreement is fully executed, and the respondent takesbeneficial interest, it is a busy body. The respondent hasnothing to do with OML 25 until the SPA agreement isfully implemented.鈥�

I agree with learned counsel for respondent that the SPAtherefore did not require the consent of the Minister of PetroleumResources, and accordingly no such consent was required or soughtbefore parties entered into the SPA. It is therefore not correct thatthe SPA somehow was subject to statutory control.

For emphasis, it is correct that an assignment of an interestin an OML cannot be concluded without ministerial consent butthe, SPA is certainly not a document which assigned an interestin an OML. The Ministerial consent was therefore not required toconclude the SPA.

Again, the Court of Appeal in that regard held as follows:-

鈥淭he respondent carefully crafted its reliefs and allthat concerns NNPC is that the appellants shouldput NNPC on notice. The biting complaint of therespondent is breach of agreement (SPA) to assignto the respondent their 45% participating interest inOML 25 and to become the operator, to search for,win, work, carry away and dispose of petroleum fromthe oil field. Until the agreement is executed, the listof things to do in the oil field cannot materialize. Atthe stage it is, is like somebody knocking at the door

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seeking to enter the house, until the door is open, canhe claim what is inside the house as his own? Can hehave any legal right to items in the house? So howthen does the respondent鈥檚 claim have anything todo with mineral or mines as decided by the Court ofAppeal. Until the agreement is fully executed, and therespondent takes beneficial interest, it is a busy body.The respondent has nothing to do with OML 25 untilthe SPA agreement is fully implemented.鈥�

The court below went into clearing whatever grey areas, thatmay have arisen from the posture of the appellant when it held asfollows:-

鈥淭he contract in contention here (i.e. the SPA) is asharing of participatory interest in OML 25.That ispurely contractual and it has nothing to do with theactivity that would be carried out by the owners of thelease in exploration for oil drilling or exporting crude.

It is interest and sharing of ownership. The contest isnot on who will carry out the exploration or any dutyin the exercise of the right that OML 25 ensures toits holder or beneficiary. There is actually no disputewith the operation or activities that come with or arerelated to the OML. The major dispute stems fromthe assignment of interest in OML 25 and letting therespondent partake in operating the OML. If there is noassignment of interest, can the respondent have a role?If there was an assignment and conditions precedentto the assignment not fulfilled would the respondenttake benefit? The question is how can the issue ofassignment of part interest in OML 25 be equated withthe mining lease itself which consist (sic) of someactivities? The lease cannot be affected by who getsassigned a portion of equity therein. I do not see howthe lease is affected in any way, the ownership of theOML is different and has nothing to do with the rightsthat come with the OML.鈥�

Concluding, the court below held thus:-

鈥淚 agree with the appellants (respondents herein) thatthe respondent (appellant herein) is changing thecharacter of the argument now on appeal different

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from its contention at the trial court. The statement ofclaim has nothing to do with the operations of oilfield OML 25, it was merely seeking to enforce theagreement and the right to participate in OML 25.Thatis different from an operating duty which can onlyarise upon fulfillment of the SPA agreement.鈥�

The relevant provisions on the jurisdiction of the Federal HighCourt are sections 251(1)(n) of the Constitution and section 7(1)and 7(3) of the Federal High Court Act which are the pillars on(n)which this dispute is fought. I shall quote them as follows:-

鈥�251(1)(n) Notwithstanding anything to the contrary in thisConstitution and in addition to such other jurisdictionas may be conferred upon it by an Act of the NationalAssembly, the Federal High Court shall have andexercise jurisdiction to the exclusion of any othercourt in civil causes and matters – mine and minerals(including oil fields, oil mining, geological surveysand natural gas).

Federal High Court Act:

7(1)(n) The court shall have exclusive jurisdiction in civilcauses – mines and minerals (including oil fields, oilmining, geological surveys and natural gas).

鈥︹€�.

7(3) Where jurisdiction is conferred upon the court undersubsections (1), and of this section, suchjurisdiction shall be construed to include jurisdictionto hear and determine all issues relating to, arisingfrom or ancillary to such subject matters.鈥�

(Italics mine).

I shall call in aid, the definitions of those words or phrases insome decided cases which have aptly shown the way.

In the case of Olaniyi v. Adetunji (2008) All FWLR (Pt.439)98, the Court of Appeal said of the word 鈥渁rise鈥� that 鈥渁 thing issaid to arise from another if it 鈥渙riginates鈥� springs or resultsfrom another鈥�. Furthermore, in the case of The Shell PetroleumDevelopment Company of Nigeria Limited v. Maxon (2001) 9NWLR (Pt.719) 541, the Court of Appeal considered the meaningof the phrase 鈥渁rising from and observed per Pats-Acholonu, JCA(as he then was) that:

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鈥淭o my mind, the expression, 鈥渁rising from鈥� connotesand denotes emanating from or springing or having itsoffshoot from. The term means something which is adirect offspring of the matter.鈥�

In Mpigi Barry v. Eric (1998) 8 NWLR (Pt.562) 404, the Courtof Appeal considered the meaning of the phrase 鈥渞elating to鈥� and inthe decision of the court, his Lordship Nsofor, JCA observed that:

鈥淐hambers 20th Century Dictionary page 996 defines鈥減ertain鈥� to mean 鈥渢o belong to, relate!鈥� In OxfordAdvanced Learner鈥檚 Dictionary of Current English,page 629, the term of word 鈥減ertain鈥� is defined to mean鈥渢o belong as part of accessory; have reference to.鈥�

What of the words 鈥渃onnected with鈥� as used in Decree60 of 1991 (see section 7(1) supra)? The term 鈥渃onnect鈥�,also a simple English word, in the verb form, derivesfrom Latin, 鈥渃onnectereconnessum鈥� (verb) meaningto 鈥渢ie or fasten together; to establish a relationshipbetween, to associate鈥�. See, also Chambers TwentiethCentury Dictionary page 275.鈥�

See also Shell Petroleum Development Company of NigeriaLimited v. Sirpi – Alusteel Construction Limited (2007) 1 NWLR(Pt.1067) 128 wherein this court held thus:-

鈥淚t follows, therefore from the above simple, and ratherelementary analysis, that the matter in the contextdiscussed above, shall be something which 鈥渂elongsto鈥� or 鈥渞elated to鈥�, something which 鈥渂elongs as a partor accessory鈥� or 鈥渉as reference to mines and mineralsincluding oil fields, oil mining or geological surveysin order to be 鈥減ertaining to鈥� section 7(1) of DecreeNo. 60.

Similarly, the operation or matter, in order to be鈥渃onnected with… mines and minerals including oilfields, oil mining or geological surveys鈥� etc. within thecontext of section 7(1) of Decree 60 of 1991 ought to besomething which 鈥渆stablishes a relationship between鈥漮r 鈥渁ssociates with鈥� mines and minerals including oilfields, oil mining, geological surveys, etc.

Once this relationship of being 鈥渃onnected with鈥� or鈥減ertaining to鈥� is established on the facts, the matterin my view, falls within the cold embrace of the Decree

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and the Federal High Court shall have exclusivejurisdiction in that particular case.鈥�

(Italics for emphasis).

Concerning the meaning of the word, 鈥渁ncillary鈥�, the Courtof Appeal decided in the case of Nigerian Deposit InsuranceCorporation v. Savannah Bank Nigeria Plc (2003) 1 NWLR(Pt.801) 311 per Oduyemi, JCA as follows:-

鈥淎ncillary鈥� is defined at page 78 of the 5th Edition ofBlack鈥檚 Law Dictionary as:

鈥淎iding: attendant upon; describing a proceedingsattendant upon or which aids another proceedingconsidered as principal. Auxiliary or subordinate.鈥�

The question that now props up as a matter of course afterthose definitions of 鈥渃onnected with鈥�; 鈥減ertaining to鈥�; 鈥渁ncillaryto鈥�; 鈥渟prings from mines and minerals鈥�, is whether the subjectmatter herein based on its facts and circumstances fall outside theorbit of a simple contract irrespective of a mention of a role to beplayed by the NNPC thereby situating the said matter exclusivelyin domain of the Federal High Court on as the court below held wasnot the true picture.

The appellant has put up a gallant persuasive argument to swaythis court to find that the subject matter or SPA was not a simplecontract. This is because the SPA did not purport to transfer theappellant鈥檚 participating interests in OML 25 to the appellant whichtransfer would have been illegal since the Petroleum Act requiresthat the consent of the Minister of Petroleum must be obtainedbefore an interest in an oil mining lease is assigned. See Paragraph14 of the First Schedule to the Petroleum Act, Cap. P10, LFN 2004.

What is rather at play is that the SPA was merely the equivalentof a 鈥榗ontract of sale鈥� in a land transaction – an agreement to assignthe respondents interests in OML 25 which is if the conditionprecedent under the SPA were fulfilled. This aspect was wellcaptured by the court below in its judgment as under Part 4 ofSchedule 1 to the SPA, one of the Assignment Documents is the鈥淒eed of Assignment.鈥�

Clearly, from the appellant鈥檚 statement of claim, the suit iscompletely circumscribed within the parties鈥� alleged rights andobligations under the SPA which claim has nothing to do with theMinister of Petroleum Resources exercise of his statutory power toconsent to the respondents鈥� transfer of their participating interests

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in OML 25 to the appellant and the Minister is not a party to thesuit. The SPA which is the foundation of the instant suit has nothingto do with the activity that would be carried out by the owners of thelease in exploration for oil drilling or exploring crude, which findingby the lower court in its judgment is faultless. The appellant鈥檚 casewas never about an oil field covered by OML 25 but is appellant鈥檚right to the participating interests of the respondents in OML 25 aswell as appellant鈥檚 contention that respondents breached the termsof the SPA.

It seems to me the appellant misconceived the scope ofNNPC鈥檚 pre-emptive right over the respondents鈥� participatinginterests in OML 25 when NNPC prevented the appellant fromacquiring the respondents鈥� interests. To be clear, the NNPC鈥檚 saidpre-emptive rights are contained in a Joint Operating Agreement,鈥淛OA鈥� between the respondents and NNPC to which the appellantis not a party and the appellant had in its pleading paragraphs 28 to40 that NNPC鈥檚 pre-emptive rights had expired before the date onwhich NNPC exercised the said rights.

Again, to be brought to the fore is that anything done by theNNPC under the Joint Operations Agreement (JOA) does notqualify as an executive or administrative action since the actiontaken by NNPC under the JOA, a contract can only be in relationto its contractual obligation thereunder and therefore cannot bedragged for the purpose of section 251(1)(r) of the Constitutionand regarded as other than a simple contract. The appellant has notin its pleadings alleged that the complaints made against NNPCinvolve actions taken by it in exercise of its public law functionswhich affect the generality of the public or actions taken towardsthe actualization of policy goals of the corporation. Ratherthe appellant鈥檚 complaints with regard to NNPC relate plainlyand squarely to the propriety or otherwise of the exercise of itscontractual rights under the JOA. Indeed the dispute is in relation toa simple contract and no amount of wishful thinking or a colouringof the situation would make it other than that.

I place reliance on the case of Oladipo v. N.C.S.B. (2009)12 NWLR (Pt.1156) 563 at 586 – 587 per Nweze, JCA (as he thenwas); Onuorah v. K.R.P.C. Ltd. (2005) All FWLR (Pt.256) 1356;(2005) 6 NWLR (Pt. 921) 393 etc.

The conclusion is that the lower court in a brilliant exposition,had dealt effectively and comprehensively with the matter before

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it and there is no angle from which this court can deviate hence thelogical end is that the appeal lacks merit and is dismissed.

I abide by the consequential orders made.

M.D. MUHAMMAD, J.S.C.: My learned brother, Ejembi Eko,JSC had obliged me a preview of his lead judgment just delivered.I agree with the reasoning and conclusion arrived at by hislordship that this appeal lacks merit and that same be and is herebyaccordingly dismissed.

The doctrine of stare decisis binds this court to its previousdecisions when, as in the instant case, it subsequently decides amatter which raises the same controversy arising from similaror same facts and legislation. The logic here is not far-fetched:settled matters are to remain undisturbed. See Anekwe v. State(2014) LPELR – 22881 (SC); (2014) 10 NWLR (Pt. 1415) 353 andAttorney-General Lagos State v. Eko Hotels Ltd & Anor (2017)LPELR – 43713 (SC); (2018) 7 NWLR (Pt. 1619) 518.

The real issue the appeal raises is whether or not the controversybetween parties herein is founded on simple contract and, if so, theFederal High Court has jurisdiction under section 251 of the1999 Constitution (as amended) to determine appellant鈥檚 claim forbreach of the contract against the respondents.

This court in Onuorah v. Kaduna Refinery and PetrochemicalCompany Ltd. (2005) LPELR 2707 (SC); (2005) 6 NWLR (Pt.921) 393 held that the Federal High Court lacks the jurisdiction ofdetermining actions grounded in breach of contract. The respondentsare on a very firm ground in their reliance on the subsequent decisionof this court in P. & C. H. S. Co. Ltd. & Ors. v. Migfo (Nig.) Ltd.& Anor (2012) LPELR – 9725 (SC); (2012) 18 NWLR (Pt. 1333)555 wherein the same legislation was applied to similar facts asin Onuorah v. Kaduna Refinery & Petrochemical Company Ltd.(supra). The court maintained its earlier stance in these two casessubsequently in Socio-Political Research Development v. Ministryof FCT & Ors (2018) LPELR – 45708 (SC); (2019) 1 NWLR (Pt.1653) 313 and TSKJ (Nig.) Ltd. v. Otochem (Nig.) Ltd. (2018)LPELR – 44294 (SC); (2018) 11 NWLR (Pt. 1630) 238.

On these authorities therefore, the law remains that the FederalHigh Court lacks jurisdiction over contract matters which cases are

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only actionable in the State High Court or the High Court of theFederal Capital Territory.

The lower court鈥檚 decision which conforms with the bindingprecedent provided by this Court cannot certainly be wrong. SeeAtolagbe & Anor v. Awuni & Ors (1997) LPELR- 593 (SC); (1997)9 NWLR (Pt. 522) 536 and APC v. INEC & Ors. (2014) LPELR -24036 (SC); (2015) 8 NWLR (Pt. 1462) 531.

It is for the foregoing and more so the fuller reasons outlinedin the lead judgment that I also dismiss the unmeritorious appeal.I abide by the consequential orders made in the lead judgmentincluding the order on costs.

KEKERE-EKUN, J.S.C.: I have had a preview of the judgment ofmy learned brother, Ejembi Eko, JSC, just delivered. I agree withhim that the appeal lacks merit and should be dismissed.

The sole issue in contention in this appeal is whether the lowercourt was right when it held that the Federal High Court lackedjurisdiction to determine the dispute between the parties.

The law is quite settled that in determining whether or not acourt has jurisdiction to entertain a cause or matter, it is the claimsas endorsed on the writ of summons and, statement of claim thatare considered. See: Adeyemi v. Opeyori (1976) 9 – 10 SC 31;Onuorah v. Kaduna Refinery & Petrochemical Co. Ltd. (2005)LPELR-2707 (SC) @ 15 A – B; (2005) 6 NWLR (Pt. 921) 393;Tukur v. Government of Gongola State (1989) 4 NWLR (Pt.117)592.

A careful reading of the pleadings of the plaintiff/appellantat the trial court and the reliefs sought, reveal that the appellantaggrieved by the fact that the respondents failed to comply withthe terms of their agreement regarding the assignment of their45% joint participating interest in the oil field covered by OML25.Under Article 19.4.2 of the Joint Operating Agreement (JOA)between the respondents and the Nigerian National PetroleumCorporation (NNPC), if a party to the agreement receives an offerfrom a third party for its participating interest, it must give the otherparty notice of the Third Party鈥檚 interest, its full details (name andaddress) and the terms and conditions of the proposed assignment.It shall then offer the other party the pre-emptive right to purchasethe said participating interest. The notice shall be in writing and the

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other party shall have 30 days from the date it receives the notice toexercise its pre-emptive right.

It was the appellant鈥檚 contention that although the respondentsduly notified NNPC of its (appellant鈥檚) offer, it failed to respondwithin the stipulated 30 days. That as at 8th August 2014, whenNNPC wrote to indicate its interest in the transaction, the rightto do so had lapsed by effluxion of time. It was the appellant鈥檚contention that NNPC鈥檚 pre-emptive right lapsed on 4th August2014 and that the respondents acted mala fide when they acceptedits belated request. It alleged negligence against the respondents,failure to comply with conditions precedent and collusion betweenthem and NNPC, which resulted in the respondents terminating theagreement to assign (Sale and Purchase Agreement) between them,notwithstanding the fact that they had met all the conditions andhad offered the agreed consideration.

It is quite evident that the facts relied upon relate strictly tonon-fulfilment of the terms of the contract between the parties,which would have culminated in the transfer of the respondents鈥檍ointly owned participating interest in OML 25 to the appellant. Asrightly observed by the lower court and contrary to the stance ofthe respondents, the dispute has nothing to do with the actions to beundertaken by the appellant in respect of the oil field subsequent tothe transfer.

This court has firmly settled the matter in Onuorah v.Kaduna Refinery & Petrochemical Co. Ltd. (supra), where itheld that the exclusive jurisdiction conferred on the Federal HighCourt pursuant to section 251(1) of the Constitution of the FederalRepublic of Nigeria (CFRN) 1999 (as amended) does not includecases founded on contract. See also: Trade Bank Plc v. Benilux(Nig.) Ltd. (2003) 9 NWLR (Pt. 825) 416; Adelekan v. Eku-LineNV (2006) 12 NWLR (Pt. 993) 33 @ 52; Roe Ltd. U.N.N. (2018)LPELR -43855 (SC) @ 13 – 16 D-F; (2018) 6 NWLR (Pt. 1616)420; Socio-Political Research Development v. Ministry of FederalCapital Territory (2018) LPELR-45708 (SC) @ 55 D 鈥� E; (2019) 1NWLR (Pt. 1653) 313.

I am at one with my learned brother, Ejembi Eko, JSC, that thecourt below has correctly stated the position of the law and there is nojustification for interfering with its sound reasoning. Consequently,I find this appeal to be devoid of merit. It is accordingly dismissed.

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The judgment of the court below is affirmed. I abide by the orderon costs.

NWEZE, J.S.C.: My Lord Eko, JSC, obliged me with the draft ofthe leading judgment just delivered. I agree with His Lordship thatthis appeal, being unmeritorious, deserves to be dismissed.

As I held in Wema Securities and Finance Plc v. N.A.I.C.(2015) LPELR-24833(SC); (2015) 16 NWLR (Pt. 1484) 93:

Section 251(1) (supra) now delineates the jurisdictionof (the Federal High) Court. INEC v. Musa (2003)3 NWLR (Pt. 806) 72; N.N.P.C. v. Orhiowasele andOrs. (2013) LPELR-2034 (SC) 14-19 E-G; (2013)13 NWLR (Pt. 1371) 211; Ladoja v. I.N.E.C. (2007)40 WRN 1; (2007) 12 NWLR (Pt. 1047) 115; andcircumscribes it [the said jurisdiction] to only eighteenitems. Adetona & Ors v. Igele Gen. Ent. Ltd. (2011)LPELR-159(SC) 47-53, G-B; Onuorah v. K.R.P.C. Co.Ltd. (supra); Gafar v. Govt. of Kwara State (2007) 4NWLR (Pt. 1024) 375; Ports and Cargo HandlingsService Co. Ltd. v. Migfo (Nig.) Ltd. (2012) LPELR-9725(SC); (2012) 18 NWLR (Pt. 1333) 555; Olutolav. Unilorin (2004) 18 NWLR (Pt. 905) 416, 462. Suchmatters are, exclusively, reserved for the Federal HighCourt. Adetona & Ors v. Igele Gen. Ent. (supra).

In effect, the drafts person, deliberately, itemized thematters which are intended to be under the exclusivejurisdiction of that court. Onuorah v. K.P.R.C. Ltd. (supra)at 1364. Simply put, therefore, that court is a court ofenumerated jurisdiction and, a fortiori, its exclusivejurisdiction is, expressly, tied to those items enumeratedthereunder. N.N.P.C. & Ors. Orhiowasele & Ors (supra)14-19, E-G; Onuorah v. K.P.R.C. Ltd. (supra).

As such, in the exercise of its said exclusive jurisdiction,that court [the Federal High Court] can only orbitwithin the universe of those enumerated issues and toothers as may be conferred upon it by an Act of theNational Assembly. Gassol v. Tutare (2013) LPELR-20232(SC) 39, B-F; (2013) 14 NWLR (Pt. 1374) 221;Omnia (Nig.) Ltd. v. Dyketrade (2007) 15 NWLR (Pt.1058) 576, 603-604.

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However, actions on simple contract are not includedin those items enumerated above. Adelekan v. Ecu-line NV (2006) 12 NWLR (Pt. 993) 33, 52, F-N; assuch, the court cannot arrogate to itself a jurisdictiononly exercisable by the trial court or a State HighCourt. P.D.P. & Anor v. Sylva & Ors. (2012) LPELR-7814(SC) 52-53, G-E; N.N.P.C. & Ors v. Orhiowasele& Ors (supra) on such simple contractual matters asthe one which the appellant tabled before the trialcourt.

I adopt the above reasoning as part of my reasoning in thisConstitution. It is indeed, for these and the more detailed reasoningin the leading judgment that I, too, shall enter an order dismissingthis appeal. I abide by the consequential orders in the leadingjudgment.

Appeal dismissed.

Appeal dismissed.

NigerianWeeklyLawReports8November2021(Nweze,J.S.C.)CrestarInt.Nat.Res.Ltd.v.S.P.D.C.N.Ltd.(Kekere-Ekun,J.S.C.)

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