Can a court restrain an investor
from deploying lawful means
to retrieve his investment in what he perceived as a doubtful project? Does the law allow the court to compel an unwilling investor to invest in a project he doubts its actuality?
These, among others, form issues to be determined when the Lagos High Court opens hearing in a suit instituted by a Dubai, United Arab Emirate-based real estate company, Sigma III Limited and five others against a businessman, Washington Agbons Umweni and one other. The other claimants are TFG Real Estate Limited, Nigel Burnside, Ms Tochi Izuchukwu, Miss Denise Igbokidi and Mac-Henry Isemede. The other defendant is Umweni’s lawyer, Tunde Abioje.
It is the claimants’ case that the businessman, who had subscribed to its proposed hotel project in Dubai, changed his mind midway; having made about 20 per cent contribution, now seeks a refund of his investment and termination of the transaction.
Umweni on his part denied any relationship with Sigma III and two of the claimants. He said his transactions were with The First Group, an international property development company, who he accused of insincerity. He wondered why The First Group was not made a party in the suit.
The claimants stated in their statement of claims that Umweni subscribed in December, lasrt year to one of its projects – TFG Marina, a proposed luxury hotel to be built in Dubai, and was allocated Unit 2212 at about N48.4million (AED1,099,500).
They averred that parties duly executed Property Reservation Agreement (PRA) and Sales Purchase Agreement (SPA), which regulate the contract between them. The claimants added that the SPA made provision for installmental payments, which Umweni allegedly agreed to.
The claimants averred that Umweni, in compliance with the agreement between parties, made installment payments totaling about N9.8million, but stopped payment sometime later and demanded for a refund on the ground that he had lost interest. They stated that by the plan, Umweni was to make full payment by November 30, 2014 after which the project, which at the time of his subscription was at its elementary stage, was to be completed and handed to him.
In two letters written by lawyer to the claimants, Ismail Muftau of the firm of Jackson, Etti & Edu, in response to Umweni’s letter demanding a refund, the claimants initially denied any wrong doing, insisting that a refund was not an option under the agreement. After threats by Umweni, through letters by his lawyer, Abioje to deploy all legal means to recover his trapped funds, including exposing the claimants’ alleged fraudulent dealings by reporting to relevant agencies, the claimants agreed to make a refund of Umweni’s N9.771,876 investment, but less 40 per cent. They later conceded to 30 per cent, a proposal which Umweni refused and insisted on reporting the case to the Economic and Financial Crimes Commission (EFCC), the Independent Corrupt Practices and other related offences Commission (ICPC), the police and other relevant agencies, in his effort to retrieve his funds. Dissatisfied with Umweni’s insistence on the refund of his full deposit, the claimants accused his (Umweni’s) lawyer of interfering in the agreement between parties.
They want the court to among others, compel Umweni to continue with the transaction, in accordance with the alleged SPA
In their joint statement of defence, Umweni said the project was introduced to him by The Furst Group’s representatives – Jennifer Anaba and Armanda-Roy Onwualu, who later invited him to a meeting with other The First Group officials, who he later met at the company’s office at seventh floor, Bank of Industry (BoI) building, Abuja last year. He said the officials convinced him to buy into the TFG Marina project, even when he had expressed his intention to invest in a completed project.
He identified the company’s officials with which he had meetings to include Ms Izuchukwu, Ms Mouna Kamassi and Harry Smith. He added that they never told him they were acting for another company but TFG. He said he believed they were TFG officials because the officials’ complimentary cards and the Property Reservation Agreement, containing payment schedule and details of the Skye Bank account into which he made all his payments showed that he was dealing with TFG. Umweni stated that he never had any transaction with the first claimant (Stigma III) or its officials in respect of the TFG Marina project. He added that he only dealt with TFG Real Estate Ltd, when on his refusal to make payment into an account in Dubai in the name of First Homes Worldwide LLC, as directed by TFG, an alternate account was provided by TFG Real Estate in Skye Bank, 3 Akin Adesola Street, Victoria Island, Lagos.
He also denied knowing or ever dealing with Miss Igbokidi and Isemede (5th and 6th claimants) in respect of the TFG Marina project.
Umweni stated that the first time he saw the Sigma III name was when a draft copy of the SPA was brought to him. He said he drew the TFG official who brought it, Elena Kovalkina to the Sigma III Ltd written on the draft agreement, but that Kovalkina said being a draft, the agreement was not yet binding and that when the fair (actual) copy was ready, the name would be corrected to read The First Group.
He denied signing any of the agreements referred to by the claimants, but said what he signed was a payment schedule, indicating his mode of payment.
He stated that the company’s officials failed to provide him with the fair or actual copy of the agreements up until he decided to discontinue with the payment.
Umweni stated that he agreed to the transaction after he was taken to Dubai and shown the purported site of the proposed hotel, where he saw construction equipment that had been taken there. He said works were at piling stage.
He said he was surprised, when six months after he started payment, he visited Dubai and on reaching the site of the project, works still remained at the piling stage, while all the construction equipment he saw on his first visit had disappeared.
Umweni said he also noted the sign post erected close to the project, which earlier bore – TFG Marina Project – had been changed to WYNDHAM Dubai Marina, without the company either informing him or explaining the reason behind the change.
He said on his return to the country, he complained to TFG officials about his discovery in Dubai, but that none of the officials could address the issues he raised. He stated that while still expecting the company to provide response to his queries, he was surprised to receive a letter from Sigma III Ltd, informing him that he was in default of his installment payment to the project.
Umweni averred that he ignored the letter from Sigma III because he had always dealt with TFG and was still expecting The First Group to provide reasons for its decision to unilaterally change the name of the project, without informing him as a subscriber, and the lack of progress in its execution.
He stated that having waited endlessly without any meaningful response from TFG, he instructed his lawyer to write the company and demand for full refund of his contribution, having refused to explain the suspicious developments he had noticed.
Umweni admitted writing the company to demand for a refund and informing it of his resolve to explore all legal and legitimate means to retrieve his contribution. He accused the TFG of breaching whatever understanding they had and argued that the suit was a diversionary measure aimed at frustrating his resolve to ensure that his contribution was refunded in full.
He noted that TFG, who had argued that he was in breach of a purported SPA, which it claimed made no provision for refund, had made proposals to refund part of his contribution upon his threat to report the company and its officials to relevant government agencies.
Umweni cited TFG’s proposal of April 15, 2013 seeking to refund N4,847,940; another of April 24,2013 proposing N6,771,380 and the third proposal in which it offered to refund N7,255,042.50.
The defendants urged the court to enter final judgment on the N6,771,380 which TFG had admitted as they were ready to prove, at trial, the company’s indebtedness on the remnant of his N9.8m investment.
Although parties have filed and served their initial processes, no date is fixed yet for hearing in the case.
