The Federal High Court in Abuja has dismissed a N170 million contract suit instituted by Micheleti & Tal Ltd against the Federal Ministry of Trade and Investment and Zenith Bank over the award of a contract for the rehabilitation of the Lagos International Trade Fair Complex, dated October 14, 2005.
Nairametrics exclusively reports that Justice James Omotosho dismissed the case on October 12, 2026, holding that the claimant was caught by the statute of limitations.
He ruled that having “slept on its rights for years without taking any valid steps to legally enforce the contract, equity and the law cannot come to his aid.”
The dispute centred on the rehabilitation of the Lagos International Trade Fair Complex, the alleged review of the contract, and the claims and denials by the parties.
Plaintiff’s claims
The company sought several reliefs, including damages, outstanding payments, litigation costs, and accrued interest, amounting to about N170 million.
Shay Tal, a director of the plaintiff, Micheleti & Tal Limited, had argued that the company’s substantial performance of the contract enabled the ministry at the time to successfully host the ECOWAS Trade Fair at the Lagos International Conference Centre.
He claimed that the plaintiff had written several letters to the defendants, appealing for payment of the outstanding sum, but they had allegedly remained adamant and unyielding.
The plaintiff maintained that it was entitled to payment for the work completed under the contract, while the defendants disputed their respective liabilities.
The dispute eventually came before the Federal High Court, where the parties presented their arguments regarding the contract, the payment instructions, and the outstanding balance.
The court subsequently examined the claims and the circumstances surrounding the institution of the suit.
Zenith Bank denies contractual liability
According to a statement on oath by Adebisi Ogunleye, a branch head of the bank, the financial institution was not a party to any contractual agreement between the ministry and the plaintiff.
He added that there was no contract between the ministry and the bank concerning the performance or non-performance of the agreement.
The official further stated that the payment instruction from the ministry, dated October 14, 2005, did nothing more than instruct the bank to pay the plaintiff N150 million.
Counsel to the bank also submitted that there was no privity of contract between the plaintiff and the bank, as only parties to a contract can sue or be sued on it.
The lawyer urged the court to hold that it was legally untenable for the plaintiff to enforce contractual rights against the bank, adding that the bank owed no duty of care to the claimant and was a stranger to the contractual relationship.
Counsel further submitted that an examination of the plaintiff’s witness revealed no allegation of wrongdoing against the bank.
Court clears Zenith Bank
In his judgment on the bank’s role, Justice Omotosho held that it had been clearly established before the court that a banker-customer relationship existed between the ministry and the bank.
He added that a banker is contractually bound to obey the customer’s mandate, stressing that a banker who acts contrary to the mandate breaches that contractual obligation.
- The judge agreed that the bank could not act outside the specific instructions given to it by the ministry, adding that “Exhibit DWE merely stated the purpose for the funds and did not refer to the Plaintiff in any capacity.”
He stated that the implication was that banks are answerable only to their customers and not to third parties who might have dealings with their customers.
- “A bank only becomes liable to pay over to a third party in compliance with a Court order in garnishee proceedings, not in a simple contract dispute such as this,” he added.
Justice Omotosho held that the claimant’s cause of action was directed at the ministry, expressing surprise that the bank had been added as a co-defendant.
The judge consequently struck out Zenith Bank from the suit, observing that there was no reasonable cause of action against the financial institution.
Lagos Trade Fair Complex contract dispute
Regarding the company’s claims against the ministry, the court found it surprising that the plaintiff waited until December 2011 to file an action, even though its cause of action began to accrue on October 28, 2005, when it demanded payment of N97,646,146, the outstanding balance of the N292,853,854 it claimed it was owed.
- “The breach of contract occurred when the 1st Defendant refused to pay the Plaintiff its balance based on the work already completed,” the judge stated.
- “A period of over six years and one month had elapsed between the date the outstanding sum became payable and the date this action was first filed,” he added.
He stated that a calculation of the limitation period showed that the plaintiff had until October 27, 2011, to file its suit.
- “Failure of which, the cause of action would be caught by the statute of limitation. Unfortunately, the Plaintiff waited till December to file an action,” he added.
The court concluded that there must be an end to litigation and that the action was statute-barred because it had exceeded the applicable limitation period.
Consequently, the judge dismissed the suit.
What you should know
The Lagos International Trade Fair was first held in 1977, shortly after Eko Hotels and Suites was completed.
- It is an annual event associated with the Trade Promotions Board and the Lagos Chamber of Commerce and Industry (LCCI), Nigeria’s oldest chamber of commerce.
- It was at some point reputed to be the largest business market in the ECOWAS sub-region, attracting investors from other parts of the world.
- The event was initially staged at the Lagos Trade Fair Complex along the Badagry Expressway in Ojo before relocating to Tafawa Balewa Square.
The Lagos International Trade Fair Complex features a hexagonal-shaped exhibition hall covered with space-roof elements and shading panels, which represented an architectural innovation at the time.
In 2017, the Federal Government reportedly took over the LITFC.
At a press conference in Lagos, the Executive Director and Chief Executive Officer of the LITFC Management Board at the time, Mrs Lucy Ajayi, said the concessionaire, Aulic Nigeria Limited, had breached its agreement by failing to remit N6 billion in lease fees to the Federal Government.