Validity of a Contract Entered into by Joint Administrators of an Estate without the Concurrence of all the Representatives

CASE TITLE: HON. ESEME SUNDAY EYIBOH v. DAHIRU SHEIKH MUJADDADI & ORS (2021) LPELR-57110(SC)

JUDGMENT DATE: FRIDAY, 10TH DECEMBER, 2021

JUSTICES: MARY UKAEGO PETER-ODILI, JSC

KUDIRAT MOTONMORI OLATOKUNBO KEKERE-EKUN, JSC

MOHAMMED LAWAL GARBA, JSC

IBRAHIM MOHAMMED MUSA SAULAWA, JSC

EMMANUEL AKOMAYE AGIM, JSC

PRACTICE AREA: ADMINISTRATION OF ESTATE

FACTS

The 1st-3rd respondents (Dahiru Sheikh Mujaddadi, Aisha Sheikh Mujaddadi and Tahir Idris Hadejia respectively) are administrators of the Estate of Late Sheikh Mujaddadi. They offered a property belonging to the deceased located at Cadastral Zone A03 Abuja for sale sometime in 2007. The appellant indicated an interest in purchasing the property. The 1st-3rd respondents contended that the selling price was put at N100 Million and N5 Million as a 5% agency fee. A Contract of Sale and Deed of Assignment were drawn up but signed by only Dahiru Sheikh Mujaddadi and Aisha Sheikh. It was also contended by the 1st-3rd respondents that the agreement was not concluded and the 3rd respondent did not execute the documents because the appellant refused to pay the agency fee. The property was eventually sold to the 4th respondent (Alhaji Hassan Muhammad Gusau) who paid the purchase price as well as the agency fee. Relevant documents were executed by all the administrators in his favour. The proceeds of the sale to Alhaji Hassan were shared among all the beneficiaries of the estate.

The appellant was aggrieved and instituted an action before the High Court of the FCT, initially against the 1st-3rd respondents. He later sought and was granted leave to join the 4th respondent claiming a declaration that there is a valid and subsisting contract for the sale of the property between the parties; an order of specific performance and an order of perpetual injunction.

One of the issues that came up at the trial was the involvement of one Jamilu Mujaddadi, a biological son of the deceased (but not one of the administrators) in the transaction with the appellant. It was the appellant’s contention that Jamilu acted in the sale of the property to him as an agent of the 1st-3rd respondents and that he signed the Deed of Assignment and Contract of Sale as a witness to the transaction. He also pleaded that he made a payment of N100 million to the 1st-3rd respondents via three Bank PHB Manager’s cheques.

At the conclusion of the trial, the learned trial Judge held that the Contract of Sale and Deed of Assignment were void, having not been signed by all the administrators and there being no evidence of concurrence in the sale by all of them; that Jamilu Sheikh Mujaddadi, a beneficiary of the Estate was an agent of the administrators only for the purpose of finding a buyer and had no authority to sell, hand over documents or deliver possession to the appellant among others.

On these grounds, the appellant’s claim was dismissed. An appeal to the Court of Appeal was unsuccessful, as the judgment of the trial Court was affirmed.

The appellant is still dissatisfied and further appealed to the Supreme Court.

ISSUES FOR DETERMINATION

The Supreme Court considered whether the learned Justices of the Court below were right when their Lordships held that there is no enforceable contract between the Appellant and the 1st-3rd Respondents; and whether the Court below was right when it affirmed the judgment of the trial court on the finding of facts.

COUNSEL SUBMISSIONS

Learned counsel for the appellant submitted that even though the contract of sale was signed by only the 1st and 2nd Respondents, the terms were agreed to by all the Administrators. He submitted that from the pleading, it is clear that there was a concurrence between all three administrators that the property would be sold for N100 million. He submitted further that the Deed of Assignment between the appellant and the administrators was executed by the 1st and 2nd respondents and that in the document, they acknowledged receipt of N100 million being paid for the disputed property. He argued that the 1st and 2nd respondents did not testify in court and did not deny receiving the money. He maintained that the sale to the appellant was regulated by the Contract of sale and deed of assignment, neither of which required the payment of an agency fee.

Learned counsel submitted that notwithstanding the fact that the 3rd respondent did not execute the documents, the terms thereof are binding on all the administrators, based on the doctrine of the sanctity of contract and they cannot be allowed to resile from an agreement they freely entered into.

Learned counsel for the respondents on the other hand submitted that the Contract of Sale and Deed of Assignment admitted in evidence by the learned trial Judge, have no evidential value because the law is settled that administrators of an Estate must act jointly and with one accord. He argued that the evidence adduced showed a clear indication that there was no concurrence among the administrators in the signing of the Contract of Sale and Deed of Assignment. He submitted that the fact that the appellant relied on the statement of Jamilu, who is not an administrator of the estate, to the effect that there was no need for the 3rd administrator to execute the documents, was sufficient to negate the agreement. Learned counsel submitted that assuming, without conceding, that the lower court erred in holding that the Contract of Sale and Deed of Assignment were invalid because they were not signed by all the administrators, they could still not be relied upon to establish a valid contract because the appellant failed to prove that he paid consideration to the 1st-3rd respondents and further that, having failed to fulfil the conditions agreed upon, there was a breach of the material terms for the coming into being of the contract.

DECISION/HELD

In the final analysis, the Supreme Court dismissed the appeal

RATIO

ADMINISTRATION OF ESTATE – ADMINISTRATORS/EXECUTORS OF AN ESTATE Whether joint administrators of an estate have the capacity to act/enter into a contract without the concurrence of all the representatives

“The settled doctrine is that where more than one administrator or executor is appointed to administer the estate of a deceased person, as in the instant case, the point office should be treated as that of an individual person. Thus, each administrator or executor represents the estate for all intent and purposes subject only to the statutory exceptions thereto. All the administrators (executors) ought to be deemed to have a joint and inclusive interest in the entire estate, which is incapable of being divided. And in the event of the demise of any of the administrators, such interest vests in the survivor without any new grant by the Court. As aptly reiterated by this Court in a plethora of remarkable authorities:

Consequently, if one or two executors or administrators purports to grant or release his interest in the testator’s or intestate’s estate to the other, nothing passes because each was possessed of the whole before. Similarly, the act of one in possessing himself of the effects is the act of the others, so as to entitle them to a joint interest in possession and a joint right of action if needed. See YUSUF VS. DADA (1990) 3 NSCC 125 per Agbaje, JSC @ 144 lines 1-14, IBRAHIM VS. OJOMO (2004) 4 NWLR (pt. 862) 89 per Katsina-Alu, JSC (as he then was) @ 115-116 paragraphs H- G; Uwaifo, JSC @ 117-118 paragraphs C- H; et al. What’s more, the Respondents vide paragraphs 5 and 6 of their Joint Statement of Defence, have vehemently denied paragraph 11 of the Appellant’s (PW1’s) Statement on oath, to the effect that they allegedly represented thereto they have full authority to dispose of the property by sale and –

“That the signatures of any two of the three administrators were sufficient to execute and document in evidence of the sale transaction.”

Undoubtedly, the question of equitable interest cannot, in the circumstances of the present case be resolved in favour of the Appellant. The reason is that the right and interest of the Administrators of the estate of the deceased person, or any estate for that matter, is by nature jointly vested in the estate. Thus, the administrators have an onerous responsibility, duty, and obligation to operate together without any dissent, and giving out of such right or interest by some of them to anyone does not bind the others who decline to consent thereto. See YUSUF VS. DADA (supra) 657and AND IBRAHIM VS. OJOMO (supra) per Kalgo, JSC.” Per SAULAWA, J.S.C.