A Nigerian-American engineer, Anthony Ugbebor, has asked the Court of Appeal in Lagos to overturn a judgement of the Lagos State High Court which held that his agreement with property developer Olukayode Olusanya and Oak Homes Multinational Services Limited for the purchase of two luxury apartments had been extinguished under the doctrine of novation.
In a Notice of Appeal filed through his counsel, Nasir Salau and Ibrahim Mahmud of I.B. Mahmud & Associates and Nasir Salau & Co., Ugbebor is seeking an order setting aside the June 15, 2026 judgment delivered by Justice Akingbola George of the Lagos State High Court, Osborne, Ikoyi. He is also asking the appellate court to uphold his counterclaim and order the developer to specifically perform the original sale agreement.
The appeal stems from Suit No. LD/4471LM/2023, instituted by Olusanya and Oak Homes against Ugbebor and the Economic and Financial Crimes Commission over an alleged trespass involving two second-floor, three-bedroom apartments located at No. 14A Musa Yar’Adua Street, Victoria Island, Lagos.
Although the trial court dismissed most of the developers’ claims, it ruled that the conduct of the parties amounted to a novation, effectively replacing and extinguishing the original sale agreement.
The court consequently ordered Oak Homes to refund the N152 million already paid by Ugbebor for the apartments and dismissed his counterclaim seeking completion and delivery of the property or, alternatively, damages.
Dissatisfied with the decision, Ugbebor argued that the trial court misapplied established principles of contract law, failed to properly evaluate material evidence and wrongly dismissed his counterclaim. He maintained that the court also erred in refusing to enforce the original sale agreement through an order of specific performance.
In the appeal, the appellant contended that the trial judge wrongly concluded that he failed to meet the payment timeline under the contract. According to him, the payment schedule was linked to construction milestones rather than fixed calendar dates.
He stated that the agreement required 35 per cent of the purchase price to be paid upon completion of the roofing stage, while the remaining 20 per cent would only become due after the apartments had been fully completed.
Ugbebor maintained that he paid approximately 80 per cent of the agreed purchase price despite the developer’s alleged failure to reach the contractual construction milestones.
He further argued that the trial court improperly shifted the burden of proving payment to him instead of requiring the developer, who alleged breach of contract, to establish its claims. According to him, the court also failed to properly consider unchallenged evidence showing that substantial payments had been made even though the project remained incomplete.
During the trial on November 25, 2025, Ugbebor testified that he paid N152 million to Oak Homes between November 2017 and December 2020 out of the agreed purchase price of N190 million, representing about 80 per cent of the contract value, which he said was equivalent to approximately $400,000 at the time.
He maintained that the original agreement remained valid and enforceable and urged the Court of Appeal to compel Oak Homes to fulfil its contractual obligations.
The appellant also challenged the trial court’s finding that the conduct of the parties created a new contractual relationship. Relying on the Supreme Court’s decision in Heritage Bank Ltd. v. Ajugwo, he argued that novation cannot be inferred merely from the conduct of parties but requires a clear agreement by all parties to replace the existing contract with a new one, coupled with an intention to extinguish the original obligations.
According to Ugbebor, no witness testified that such an agreement existed, and no documentary evidence of a new contract was presented during the trial. He argued that the conduct relied upon by the lower court was more consistent with delayed performance and an alleged breach of contract than with the creation of a fresh contractual relationship.
He further faulted the dismissal of his claim for specific performance, arguing that contracts involving land are generally enforceable by that remedy because monetary compensation may not adequately compensate a purchaser.
Ugbebor also submitted that the trial court failed to consider evidence showing that he remained ready and willing to fulfil his obligations under the agreement, which he described as a key requirement for granting specific performance.
In addition, he argued that the lower court failed to determine the issue of frustration of contract, despite both parties pleading the issue, presenting evidence and addressing it extensively in their final written submissions. According to him, the court made no finding on whether any frustrating event occurred or whether such an event fundamentally altered the contractual obligations of the parties.
The appellant further contended that the trial court failed to separately consider his claims for specific performance, general damages and special damages before dismissing them. He described the judgment as contradictory, arguing that although the court acknowledged breaches by the developer, it declined to grant any of the remedies sought, including general damages, which he maintained ordinarily flow from a proven breach of contract.
Ugbebor is therefore urging the Court of Appeal to allow the appeal, set aside the judgment of the High Court, restore the validity of the original sale agreement and compel Oak Homes Multinational Services Limited to complete and deliver the two apartments in accordance with the contract.
