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This suit was commenced by way of Writ of Summons dated and filed at the Federal High Court, Owerri on the 3rd day of June 2008. By a further further amended Statement of Claim filed on the 19th day of March 2012, the Claimant herein, claimed against the defendant the following reliefs: a) A DECLARATION that the purported termination of the Plaintiff’s employment as Managing Director and Chief Executive Officer of the defendant is unfair, irregular, an abuse of process, unlawful, inconsistent with the provisions of C.A.M.A, null and void and therefore the plaintiff is still in the services of the defendant and is entitled to his salary, allowances, house rent and all other benefits accruing to him as the Managing Director of the Defendant until the expiration of a reasonable time from the date of any lawful and valid determination of his employment with the defendant. b) A DECLARATION that the Plaintiff is and still remains a Director of the Defendant and is therefore entitled to all the benefits attendant to and/or accruing to the office of a Director of the Defendant. c) AN ORDER compelling the defendant to re-instate the Plaintiff to his position as the Managing Director and Chief Executive Officer of the Defendant, and to pay the Plaintiff all arrears of his salary, allowances and other benefits as follows: 1 Pension Benefit 385,464.23 2 Pre-pension Benefit 294,000.00 3 Unmerited Pension Deductions 49,735.00 4. Leave allowance (2002-2006) New Basic sal. 720,000.00 5. Salary Dec. 2003-Sept.2004 (full) old basic sal. 363,677.50 6 ---Do--- New basic sal. 518,850.00 7 Salary Oct. 2004 – March 2006 (half) old b/sal. 327,309.75 8 ---Do--- (addition) New B/Sal. 1,037,700.00 9 Salary 1/8/2000 – Nov. 2003 (40 mons.) New B/Sal 2,306,000.00 10 Personal cheque 10,000.00 11 House rent up to 2005 500,000.00 12 Medical Treatment Overseas 642,000.00 13 Deferred leave 3.11 yrs. at N1,200,000.00 3,732,000.00 14 Less rights shares (248,000.00) 15 Rent 2006 and 2007 550,000.00 16 Salary March 2006 – March 2008 2,400,000.00 17 Electricity bill – Sept 2004 to March 2008 63,000.00 18 Water Rate Sept. 2004 – March 2008 50,400.00 19 Salary to cook/steward/gardener Sept – March 2008 336,000.00 20 Unpaid Overseas Traveling Allowance (I) 19,376,000.00 21 Unpaid Overseas Traveling Allowance (II) 1,507,692.00 21a Unpaid overseas traveling allowance (III) 2,209,760.00 (For I,II and III above, see separate computations attached) 22 Sub Total Entitlements 37,131,588.78 23 Less indebtedness to the company 24 Balance on loan account 486,073.22 25 Charley Lee (Refundable Loan to) 83,265.00 26 Total indebtedness (569,338.22) 27 Total Entitlements payable 36,562,250.56 d) IN THE ALTERNATIVE, the sum of N35, 709,814.56 (Thirty-Five Million, Seven Hundred and Nine Thousand, Eight Hundred and Fourteen Naira Fifty-Six Kobo) only, as special damages. Particulars of Special Damages COMPUTATION OF THE PLAINTIFF’S ENTITLEMENTS FROM THE DEFENDANT (ANIMPAX NIG. LTD BASED ON THE DEFENDANT’S CONDITIONS OF SERVICE AND THE REPORT OF INVESTIGATION PANEL. 1 Pension Benefit 385,464.23 2 Pre-pension benefit 294,000.00 3 Unmerited Pension Deductions 49,735.00 4. Leave Allowance (2002-2006) new basic sal. 720,000.00 5. Salary Dec. 2003 – Sept. 2004 (full) old basic sal. 363,677.50 6 ---Do---New Basic Sal. 518,850.00 7 Salary Oct. 2004 – March 2006 (half) old b/sal. 327,309.75 8 ---Do--- (addition) New b/sal 1,037,700.00 9 Salary 1/8/2000 – Nov. 2003 (40 mons.) new b/sal 2,306,000.00 10 Personal cheque 10,000.00 11 House Rent up to 2005 500,000.00 12 Medical Treatment Overseas 642,000.00 13 Deferred leave 3.11 yrs. at N1,200,000.00 3,732,000.00 14 Less Rights Shares (248,000.00) 15 Rent 2006 and 2007 550,000.00 16 Salary March 2006 – March 2008 2,400,000.00 17 Electricity Bill Sept 2004 – March 2008 63,000.00 18 Water Rate Sept. 2004 – March 2008 50,400.00 19 Salary to Cook/Steward/Gardener Sept. to March 2008 336,000.00 20 Unpaid overseas traveling allowance (I) 19,376,000.00 21 Unpaid overseas traveling allowance (II) 1,507,692.00 21a Unpaid overseas traveling allowance (III) 2,209,760.00 (For I,II and III above, separate computations attached) 22 Sub total entitlements 37,131,588.78 23 Less indebtedness to the company 24 Balance on loan account 486,073.22 25 Charley lee (refundable loan to) 83,265.00 26 Total indebtedness (569,338.22) 27 Total Entitlements payable 36,562,250.56 e) Twenty million naira (N20, 000,000.00) as general damages. By an order of the Federal High Court dated the 4th day of June 2012, the case was transferred to the National Industrial Court Enugu Division on the 22nd day of June 2012. The case was subsequently re-assigned to this Court on the 14th day of June 2013. Hearing commenced in this court on the 7th day of October 2013. Two witnesses (the Claimant himself, and one Uchenna Vincent Ogu) testified for the Claimant, while one Mrs. Felicia Nma Anyika testified as the sole defence witness. Hearing was concluded by the 30th day of January 2014. The defence however closed its case after it amended its Statement of Defence vide a motion for amendment which was deemed filed and served on the 21st day of February 2013. The purpose of the amendment was to bring in a certified copy of a newspaper (marked as Exhibit DD6) as evidence. The Claimant’s Counsel reserved the right to address the court on the admissibility of the said Exhibit DD6 at the address stage. The parties were then ordered to file their Final Written Addresses in accordance with the Rules of this Court, starting with the defendant. The defendant’s final address was filed on the 14th day of March 2014, and the Claimant’s address was filed on the 7th day of April 2014. The defendant then filed a reply on points of law on the 16th day of April 2014. Parties adopted their respective addresses on the 28th day of April 2014. The facts of the case as summarized by the Claimant is that the claimant was employed in the defendant company in April/May 1985 vide Exhibit C1 as Chief Accountant and Company Secretary. He became the General Manager and Chief Executive Officer of the defendant in May 1985 Exhibit C1 and C2. The claimant was promoted to the post of Managing Director of the defendant vide Exhibit C4. The claimant served the defendant faithfully until September 2004 when the Chairman of the defendant purportedly issued the defendant a query (Exhibit C11) after the claimant travelled abroad for an emergency medical treatment. The defendant followed this up with a letter purporting to suspend the claimant from the defendant (Exhibit C12). The Claimant replied to Exhibit C11 on his return from his medical trip (Exhibit C13). The defendant issued another query to the Claimant (Exhibit C14) to which the claimant also answered. On 30/3/2006, the defendant wrote the claimant Exhibit C16 purportedly terminating his appointment both as the Managing Director and as a Director of the defendant without complying with the requirements of the Companies and Allied Matters Act (CAMA) hence this suit. The facts, as summarized by the defendant, is that the claimant instituted this action on the ground of purported wrongful termination of his employment as the Managing Director of the Defendant company. Facts leading to the termination were that the Claimant disappeared from the scene of the company, thereby abandoning his job for more than six months. After the Chairman of Board of Directors of the company visited the company several times without seeing the claimant and without information about him, he issued a query to him, delivered through his residence. There was no sign of the Claimant still until about six months after, when he now answered the queries issued to him (he was equally issued a second query). He was then suspended from office. After the Claimant’s response to the queries, the Board of Directors met and looked into the case which was referred to the Extra-ordinary emergency General Meeting of the company who after considering the case and his defence that he was flown out of the country on an emergency to the United States of America, the company in a kind and compassionate mood, instead of dismissing him out-rightly, terminated his appointment. According to the defendant, the claimant claimed that he was suffering from prostate cancer, even though none of the medical documents he presented suggested so. They went on that the Claimant claimed that he notified the defendant after one month of his purported travel to USA and that he wrote further letters which purportedly never reached the company, and there were no proofs of delivery to the company. During the period of the abandonment, it came to the notice of the defendant that the Claimant was disciplined by the Securities and Exchange Commission, which resulted in the striking out of the Claimant’s name from the list of members of the Institute of Chartered Accountants of Nigeria (ICAN). Membership of ICAN was a very important requirement to the Claimant’s office, as he was first engaged as Company Secretary and Chief Accountant. Apart from the fact that he was delisted on misconduct bothering on fraud, the saga showed that the Claimant was running and operating his private company and same put him into the mess. He was indeed in breach of conditions of service. The Defendant, in its final address filed on the 14th day of March 2014, formulated the following 5 issues for determination: 1) Whether the suspension and termination of the claimant was wrongful having regard to the Animpax Conditions of Service, Letter of Appointment, CAMA, and whether the claimant is still a staff of the defendant? 2) Whether the claimant is still a director of the defendant and thereby entitled to all the benefits accruing to the Directors? 3) Whether the claimant is entitled to be reinstated as Managing Director and Chief Executive Officer of the Defendant Company and whether he is entitled to arrears of salary, allowances and other benefits? 4) Whether claimant is entitled to payment of general damages claimed? 5) Whether the claimant proved special damages claimed? In arguing Issue No 1, the defendant submitted that the suspension and termination of the Claimant’s employment was not wrongful. Both parties, the defendant asserts, were ad idem on the point that the claimant was absent from his duty post for at least (by admission of claimant) more than one month before claimant claimed he purportedly wrote to the defendant, informing it of his alleged sickness, which letter the defendant maintained it never received. See paragraphs 4 and 5 of Amended Statement of Defence. Delivery of such letter(s) was/were never proved. That it is trite law that the onus is on he who alleges that his employment is wrongfully terminated. See S. 138 of Evidence Act. See also Okwusidi vs. Ladoke Akintola University 2012 All FWLR Pt. 1774 at 1785-1786 F – A. To prove wrongfulness, Counsel submits, the claimant is required to establish the following: a) He is an employee of the employer; b) Place before the court terms and conditions of his employment thereby placing the terms of the contract; c) Who can appoint and who can remove him; and d) In what circumstances the appointment can be determined by the employer and the breach of the terms. He went further that from the pleadings and the evidence before the court, the claimant has totally failed to plead under what circumstance the employer could terminate, and indeed the breach complained about. To the defendant, it is not enough for the Claimant to claim as a relief that he was wrongfully suspended and terminated. He is also required to plead the breach of contract and the wrongfulness of termination and indeed the conditions of service to which recourse must be had. The defendant submits that the problem was that the chairman visited the company several times without seeing the claimant hence he issued him a query on 2/9/2004. This was the catalyst leading to the suspension and eventual termination. Counsel recalled the evidence of the Claimant wherein he admitted that he worked fully on a day preceding his journey before he travelled, but his travel was purportedly an emergency, and that the journey was under the prompting of his family members and his friends. The claimant also admitted that he travelled to the USA and stayed there for six months without first securing permission from defendant. The defendant therefore urged the court to hold that there was no emergency situation. The claimant failed to explain what the emergency was, and none of the exhibits, not even the medical referrals, referred him to any hospital in the USA. Above all, the Claimant, having admitted his absence from the company for six months without permission, has established his guilt; and admission requires no further proof. See Akibu vs. Oduntan (1992) 2 NWLR Pt. 222 at 226 – 227 H –A On how sickness should be reported to the company, Counsel to the defendant referred the court to chapter 3.26 of the conditions of service which reads thus: “An employee who is unable to perform his or her official duties due to sickness must ensure that his sickness is reported by him or by someone else on his or her behalf to the company within 24hrs of being sick. Failure by the employee to make a report within the stipulated time shall be treated as absence from duty without permission. Notwithstanding the report aforementioned, an employee reporting sick must submit a medical certificate of unfitness within 24 hours issued by a medical practitioner on retainership with the company or any other medical doctor approved by the company”. Further reference was made to chapter 4.5(i) (sic) of the condition of service which stipulates that dereliction of duty amounts to gross misconduct warranting dismissal; and chapter 4.7 (i) and (ii) (sic) of the condition of service which provides that: “An employee of the company may be dismissed or reduced in rank for any of the following reasons: i) He is held to have been guilty of gross neglect or misconduct of so grave a nature that his continued employment will be prejudicial to the proper working of the company, or will reflect upon the honesty of the member of the company staff; ii) He absents himself from duty or from Nigeria without leave, in which case the onus will rest on an employee to show that the circumstances do not justify the imposition of the full penalty, or of such other penalty as may be imposed”. It is the defendant’s further submission that the act of the Claimant working for his private company while still on full time employment with the defendant is a very serious and grave misconduct that warrants and justifies termination. They went on that from all the paragraphs of the condition of service bothering on misconduct and the attendant punishment, the Claimant can hardly be said to be innocent or wrongfully terminated. Infact, to the defendant, he even ought to be dismissed outrightly; and that from the evidence before this court, it is wrong for the claimant to insist that he is still a staff of the defendant. With his termination which was proper, the claimant is not in the service of the defendant and no longer its managing director. To the defendant, from the queries to the written submission by claimant, the defendant exhibited a rare kind of gesture to the claimant. This is because from the appointment letter, the appointment could be terminated without notice, ant that the Claimant is not even entitled to salary in lieu of notice. Since the employment letter did not prescribe length of notice or period of notice, the claimant is not even entitled to salary in lieu of notice. Also, an employee cannot be imposed on an employer particularly with private companies and contracts without statutory flavor. See Chukwumah vs. Shell Petroleum (1993) 4 NWLR Pt. 289 Pg.512 at 536-537. See also New Nigeria Bank vs. Osunde (1998) 9 NWLR P. 566. NEPA vs. ECFANDI 1986 3 NWLR P. 884 at P898 E-G. In urging the court to resolve this issue in favour of the defendant, Counsel submitted that non-proof of wrongful termination by the Claimant is fatal to this case. See Honika Sawmill (Nig.) Ltd. vs. Hoff (1992)4 NWLR (Pt. 238) Pg. 673 at 682. See also Amodu vs. Amode (1990)5 NWLR (Pt. 150) Pg.256. In arguing issue two, it is the defendant’s submission that the Claimant is not a director of the Company. Both in the pleadings and evidence, the claimant never showed evidence of his election as a director of the company. The Claimant admitted under cross examination that he became a director by his promotion to the office of the managing director. Counsel to the defendant pointed out that there is a difference between a director elected by the resolution of the Board and a managing director merely promoted to that position who was not first and elected director; that the Claimant’s directorship terminated with his termination as a managing director. Mere promotion of a staff to a position of managing director does not in fact translate the staff to a position of an elected director. That position promoting a staff to a position of executive director in a company as we have in banks and other establishments goes with the termination or dismissal of the person. Such directorship terminates with the employment. The defendant went on that the claim for payment as director is vague. It never specified the earnings of a director and allowances. Hence the court should discountenance it and find this issue in favour of the defendant. On issue three, it is the defendant’s submission that the Claimant is not entitled to reinstatement and payment of his arrears of salary. The Claimant’s act of absconding from duty amounts to playing truancy, especially as the medical documents never referred him overseas for treatment as he admitted under cross-examination. The defendant being a private company and the claimant’s appointment/employment is not one with statutory flavour; it is determinable with or without notice, and indeed, the claimant cannot be re-instated. See Chukwuma vs. SPDC (Supra); Olarewaju vs. Afribank (Supra). Counsel added that the grouse of the claimant that he was asked to leave the meeting venue to allow the board to decide his fate is a normal meeting procedure, as one cannot be a judge in his own cause. Since the original letter of appointment tendered by the Claimant has been partly devoured by rodents thereby making the content unascertainable, the defendant referred the court to a photocopy of the same document filed with the statement of defence, in order to have a grasp of the full document. Even though the said photocopy was not an exhibit, yet it is a document in the file and the court can make use of it in the circumstance. See FUMUDOH ABORO (1991) 9 NWLR PT. 214 Pg. 210 at 229 Para E. The court was urged to resolve this issue in favour of the defendant. In arguing issue four, it is the defendant’s submission that the Claimant is not entitled to general damages as per his claim. Counsel submitted that the Claimant’s contract of employment was not with statutory flavour. Also, the mode of termination was not stipulated in the terms of the contract; therefore, recourse has to be had to common law which permits termination to be without notice. If the contract had stipulated mode and length of notice, the measure of damages would have been calculable by the length of notice. To the defendant, the claimant failed woefully to prove wrongful termination of his employment. He kept on claiming that he travelled under emergency, without stating the facts of the emergency. It was therefore submitted that there couldn’t have been an emergency situation, considering that the Claimant himself testified under cross-examination that he worked full day and full time a day prior to his travel. His emergency journey was also said to be on the advice of friends and relations. Besides, he was an out-patient in the USA. From the referrals, there was neither a recommendation for overseas treatment nor emergency. Also from the time he first purportedly went to one Dr. Ohale in July 2004, to Sept. 2 2004 when he claimed he travelled, it was about seven weeks yet none of the documents revealed any emergency situation. To the defendant, the Claimant absconded from duty, and by the defendant’s condition of service chapter 3.25, “Absence from duty without permission shall in all cases be punished with disciplinary action ranging from dismissal to warning” The Claimant being absent from duty for six months without permission was therefore not unlawfully terminated. See Olarewaju vs. Afribank PLC (2001) 90 LRCN Pg. 274 at 278. See also Shitta-Bey vs. Federal Civil Service Commission (1981) 1 SC 40. It was submitted that it is inapt to ask for general and special damages in an alleged breach of contract. The damages payable are those damages naturally resulting from the breach. See Okongwu vs. NNPC (1989) 4 NWLR (Pt.115) Pg.296 at 323. The defendant urged the court to resolve this issue in its favour, as the claims for both the general damages and special damages are not tenable. On issue five, the defendant adopted its argument relating to issue 4 and submitted that the claimant is not at all entitled to the special damages as per his claim. See also Okongwu vs. NNPC (Supra) at Pg. 309 F – G and Pg. 316 F. There being no breach of contract in the termination episode, there can be no talk about damages. The defendant re-iterated that the term ‘special damages’ is not tenable in cases of alleged unlawful termination. See Okongwu vs. NNPC (Supra) at Pg. 315 E – F, NPM Board vs. Adewunmi (1972) 1 All NLR (Pt. 2) 433 at 438. Counsel argued that most of the claims for special damages are fictitious. Some are statute barred, and some were based on the Claimant’s unilaterally declared salary for himself which was never approved by the defendant. He went on that even though some of the claims are admitted by the defendants, by law, they are wrongful. See Okongwu v. NNPC (Supra). The court was urged to exercise its discretion favourably in this regard. Assuming without conceding that the court will allow the wrongfully admitted sum the claimant is deemed to be entitled to by the defendant, Counsel submitted that the sums owed to defendant be deducted from it even though it is illegal to award the claimant special damages. (See Paragraph 33 of Amended Statement of Defence Pg. 132 of the file). By S. 18 of Imo State Limitation Law 1994, once a debt is more than 5 years, it has become statute barred and no longer enforceable. Thus items 4, 9, 13, 20, 21, 21(a) are all statute barred, as they are claims made after the expiration of five years. On the issue of leave and allowance We refer the court to chapter 3.7 of the conditions of service “Accumulation of leave/working leave: The annual leave is compulsory. No officer should be required or allowed to take working leave whereby the officer reports for duty during his or her leave period. All officers must therefore take and exhaust their annual leave within the calendar year in which such leave is earned. Any period of an annual leave which is not exhausted shall be regarded as having been forfeited, except where for special reasons, such leave has been formally deferred”. This implies that all the sums claimed for accumulated leave are unenforceable, coupled with the fact that claimant did not prove and show that the leave was formally deferred. Finally, in urging the court to resolve this issue in its favour, the defendant submitted that the conversion rates proffered by claimant are to no effect, as no document was provided from any bank or Central Bank of Nigeria to prove them. Special damages are in law subject to strict proof. None was strictly proved, as the necessary documents to prove them, were never presented. The court was urged to dismiss the Claimant’s suit in its entirety. The Claimant’s Written Address filed on 7th April 2014 adopted the same issues as formulated by the defence counsel with necessary modifications. Counsel however raised the following preliminary issues for the determination of the court: a. Counsel submitted that Paragraphs 1, 2, 3, 4, 16, 17, 18, 19, 21, 25 and 26 of the Statement of Facts were admitted by the defendant. Also, that Paragraph 4 was said not to be correct but what was correct was not shown. He submitted further that there is no evidence in support of the claim in paragraph 7 of the Statement of Defence that the Claimant was working elsewhere. Ditto for paragraph 34c. b. Claimant’s counsel again submitted that Paragraph 20(f) of DW1’s deposition is evidence outside pleadings, that is, Paragraph 33 of the Statement of Defence. Also, paragraph 9 of the said deposition claimed that the Claimant promoted one J. M. Onumonu in the defendant. This again he said is evidence not supported by pleadings. In the amended Statement of Defence, the defendant surreptitiously inserted the name I. N. Onumonu without the leave of court. This, counsel stated, must be jettisoned by the Court. c. Counsel referred to Paragraph 20 of the Statement of Defence which claims that the defendant did not receive claimant’s 28/3/2008 sic (2006) letter, but that DW1 in Paragraph 8 of her written Statement on Oath admitted that the claimant wrote such a letter, which was even front-loaded. Furthermore. Paragraph 17 of DW1’s Statement, counsel urged, is meaningless since Paragraph 32 of the Statement of Facts does not have item 14. d. Lastly on the preliminary issues raised, it was submitted by counsel that a large percentage of the evidence of DW1 is pure hearsay. From her cross-examination on 30/1/2014, she admitted being employed in the defendant in 1986 and also that she was not a staff of the defendant between Dec. 2003 and October 2004. In effect, her evidence that the claimant was employed based on ICAN Certificate (1985) and what transpired on 2/9/2004 etc. are mere hearsay. On this, counsel referred to paragraphs 3.3(a), 4,5,13 etc. of DW1’s Statement on Oath and her answer to a cross-examination question on 30/1/2014 that one of the basis for employing the claimant in the defendant was ICAN certificate. On hearsay, he referred the court to Onwugbelu vs.Ezebuo [2013] 23 WRN 90 at 116 lines 5-30 and urged the court to discountenance those pieces of evidence. With regard to Exhibit DD6 tendered on 21/2/2014 by the defence counsel, it is Claimant’s Counsel’s submission that that document is of no essence at all and clearly of no use to the court on three grounds: (i) There is no evidence by anyone in support of Exhibit DD6. The only witness of the defendant, DW1, did not talk about any publication at all. Tendering the document from the Bar does not give it life in any way as it has no foundation. In Eze v. Okoloagu (2010) 20 WRN 80 at 104 – 105, line 45 -35. It was held that documentary evidence cannot serve any useful purpose without oral evidence explaining its essence. He urged the court to so hold. (ii) In view of the fact that the claimant did not even in the first place deny that he has a case with ICAN but that the issue is sub judice (Exhibit C2) should have rested all submissions by the defence on this issue. It is not expected that this court will make a pronouncement on a matter pending at the Court of Appeal. (iii) The claimant was not employed in the defendant based on any ICAN certificate. He was only issued ICAN certificate in 1987. He referrred to paragraph 37 of claimant’s deposition. Claimant’s Counsel adopted the issues formulated by the Defendant. On issue No. 1 whether the suspension and termination of the claimant was wrongful having regard to Animpax’s Conditions of Service and CAMA, and whether the claimant is still a staff of the defendant, counsel submitted that the circumstances leading to the purported termination of the appointment of the claimant in the defendant are such that call for the intervention of the court. The claimant’s employment in the defendant as Director and Managing Director are governed by statute – CAMA. His removal must therefore be in compliance with the law or else it will amount to a nullity. Counsel went on that under CAMA, a director must be given 14 days’ notice of any meeting by the Board of Directors where the decision to remove him is to be taken. Failure to give the director the aforesaid notice invalidates the meeting where the decision to remove the director was taken. He referred to section 266 of CAMA. He went on that in this suit, it is common ground that the Board of Directors of the defendant made the resolution to remove the claimant in its meeting of 11th Feb. 2006. On this, counsel referred court to paragraph 1 of Exhibit C16 and to paragraph 9 of DW1’s written statement on oath. The complaint of the claimant is that he was not invited to the said Board of Meeting where the resolution to remove him was taken and as such, every decision arrived at, at a such meeting is a nullity. Reference was made to paragraph 6 of the claimant’s Additional Deposition filed on 22/22011. Counsel pointed out that paragraph 35(a) of the Statement of Facts is not denied at all by the defendants. Again, the claimant contends that he was denied fair hearing at the purported 4/6/2006 meeting where he was not allowed to read his representations nor was he heard orally but was shut out of the meeting. This, the Claimant maintains, is an unpardonable breach of his Fundamental Right to fair hearing and a breach of the mandatory provision of Section 262 (3) (b) of CAMA. The court was therefore urged to hold the procedure as null and void. It was counsel’s submission that the issue in this suit is not whether the claimant abandoned his duty post or was delisted by ICAN. These were merely introduced by counsel for the defendant in an attempt to justify the claimant’s purported termination. On this point, counsel submitted thus: a) In the two-page and five-point first query purported to have been issued on 2/9/2004 to the claimant by the Chairman of defendant, none of the five points stated therein was that he, the claimant, abandoned his job or was delisted by ICAN. b) In the two-page letter of suspension of the claimant (Exhibit C12), no mention was ever made of the claimant’s alleged abandonment of his duty or his being purportedly suspended by ICAN. c) The very detailed seventy-two-point Exhibit C14 (2nd query) issued to the claimant, the defendant never mentioned abandonment of duty or any purported delistment by ICAN. d) There is nothing in the minutes of meeting of 4/3/2006 where the termination of the appointment of the claimant was allegedly discussed which suggest that the meeting took any decision against the claimant based on job abandonment or any ICAN problem. e) The reason(s) given in exhibit C16 for the termination of the appointment of the claimant is a far cry from job abandonment or any purported delistment by ICAN. In the circumstance, the issues of abandonment of duty or delistment from ICAN emphasized by counsel for the defendant in his Address, claimant submits, is a mere afterthought. The defendant has not complained at all about the claimant’s traveling abroad for medical treatment anywhere and in any forum. It has also not made any issue of any purported delistment by ICAN – a matter still pending at the Court of Appeal, Lagos division, though, I refer to Exhibit C21. It is not in doubt therefore that the defendant was well aware of the claimant’s travel and acquiesced to it in view of the emergency situation surrounding it. Every mountain defendant’s counsel made out of the molehill of job abandonment or delistment by ICAN must therefore fail and we urge the court to so hold. He went on that in Longe vs. FBN (2010) 2-3 MJSC 128, a case on all fours with the instant case, the Supreme Court held the termination of the Appellant wrong in view of the fact that no notice was given to the Appellant of the meeting of the Respondent’s Board where the resolution to terminate him was made. In that case, the defence also tried to justify the termination of the Appellant on the ground of negligence but the Supreme Court held that that was not the issue before it. At page 157, it held thus: “It was never part of the case of the plaintiff that he did not commit any offence justifying the revocation of his appointment. His case was simple and straightforward. It was that whereas Section 266(1) states that he shall be entitled to receive notice of the meeting at which the revocation of his appointment was to be discussed, no such notice was given to him…” This, counsel states, is exactly the case of the claimant in this suit, referring to paragraph 35(a) and relief (a) of the Statement of Facts. As regards whether the claimant is still a staff of the defendant, it is observed by the claimant that even the defendant does not know how to answer this question. When did the defendant purport to terminate the appointment of the claimant? From Exhibit C17, the claimant’s appointment was said to have been terminated on 7/10/2004. Exhibit C12 also claims that the claimant was suspended on the same 7/10/2004. And then Exhibit C16 calculated the alleged terminal benefits to be paid the claimant up till March 2006 – for one purportedly terminated in 2004. From the foregoing, it is not difficult to see that the defendant has not terminated the claimant’s appointment with it. If it has done so, the question is, when? In Longe v. FBN (supra) at pages (163 – 165), the Supreme Court clearly held that the date of suspension and that of termination cannot be the same. During suspension, a suspended staff remains a staff of a company and is still entitled to half his salary as Exhibit C16 shows, while if terminated, the staff ceases to be a worker in the company. In the instant case, the date of the purported suspension of the claimant and that of his purported termination are the same. Again, while the date is 7/10/2004, the defendant calculated the terminal benefits of the claimant to March, 2006. Also of note is the fact that the claimant replied to the 1st query in February 2005. He was issued with the 2nd query in July 2005 and he answered same in August 2005. If he was terminated on 7/10/2004, it simply means he was terminated before being heard. This will amount to standing the hallowed principle of audi alteram partem on its head. Counsel urged the court to defend the rule of law and due process. Terminating a staff before his being heard is unheard of under the law. To the Claimant, the most sensible conclusion here is that the defendant has not shown to the court by any credible evidence, that it has terminated the services of the claimant. He urged the court to so hold. Counsel urged the court to hold in line with the Court of Appeal decision in Okwusidi v. Ladoke Akintola University (2012) All FWLR (pt. 632) 1774 cited by the defence, where it was held that the dismissal of the Appellant in the Respondent was a nullity having not complied with the guidelines provided in the law establishing the respondent. He urged the court to resolve issue No. 1 in favour of the claimant. On Issue No. 2 whether the claimant is still a Director of the defendant and thereby entitled to all benefits accruing to Directors, the Claimant submitted that all through the defendant’s pleadings and evidence, they labored strenuously, though unsuccessfully, to try to show that the claimant is not a director in the defendant; referring to paragraphs 5 and 26 of the Statement of Defence and paragraphs 2 and 10 of DW1’s Statement of Oath. However, Exhibit C3 – Certified True Copy of Particulars of Directors and any changes therein from Corporate Affairs Commission, boldly contains the name of the claimant as a director in the defendant appointed on 28/2/1998. The averment in paragraph 32 of the Statement of Facts is not denied by the defendant. The defendant has rather tried to distinguish executive director from non-executive director, an exercise that was held as futile in Longe v. FBN (supra) at 179-171. Counsel went on that under CAMA, a Managing Director must first be a Director, and there is no such distinction as Executive and Non-Executive Director. On the benefits accruing to directors, Counsel referred to paragraph 27 of the defendant’s front-loaded Articles of Association, and urged the court to resolve Issue No. 2 in favour of the claimant. On Issue No. 3 whether the claimant is entitled to be re-instated as Managing Director and Chief Executive Officer of the defendant company and whether he is entitled to arrears of salary, allowances and other benefits, counsel submitted that this issue has been well tackled under issue No 1. He went on that if this court finds as a fact that the defendant made no issue at all out of the claimant’s traveling abroad for medical treatment nor did it complain about listing or delisting by ICAN, then the submissions of learned counsel for the defendant under this head on these issue is literally otiose. He submitted further that it is not in doubt that the claimant has not been effectively relieved of his job in the defendant. The defendant itself cannot even tell the effective date of such termination and even if it can, the purported termination was done contrary to section 266 of CAMA and therefore null and void. He added that even though the court may not insist on foisting a willing employee on an unwilling employer, the court must however insist on proper and valid termination. Until this is done, the claimant must be deemed to still be in the employ of the defendant and thus entitled to all arrears of his salary, allowances and other benefits. Alternatively, the claimant urged the court to hold that he is entitled to heavy damages as claimed. On Issue No. 4 whether the claimant is entitled to the payment of general and special damages, Counsel stated that the law is that general damages follow naturally any proof of injury. It has been shown earlier that the purported termination of the claimant in the defendant did not follow due process at all. It has also been shown that even the defendant itself cannot prove any date of any alleged termination of the appointment of the claimant. The summary of the above is that the claimant has been embarrassed and subjected to pain and ridicule by the defendant. Under the principle of ubi jus ibi remedium, the claimant is fully entitled to general damages. The claimant is a chartered accountant and secretary of international standing with certificates from the British Institutes. On special damages, the defendant has acknowledged the claimant’s entitlement to some, for instance, paragraphs 27, 32(a), 32(b) 32(c), 32(e), 32(h), 32(i) and 33(e) of the Statement of Defence. The law is that what is admitted needs no proof. See Section 123 of the Evidence Act 2011. The defendant’s defence to items 4, 9, 13, 20, 21 and 21(a) in the claimant’s special damages (paragraph 32(b) (c) of the Statement of Facts) is that they are statute-barred. In other words, the defendant has admitted that the claimant is entitled to those items but for their being statue-barred. It is Claimant’s submission in this regard that it is not in doubt that while the claimant worked in the defendant as a staff, time cannot run against him with respect to his entitlements because his non-collection of same as a staff was merely a way of helping the company to invest same. Can he then be punished for this? He went on that Statute of Limitation will only apply from any date of any lawful termination which has not been shown here. Be that as it may, the claimant has been in constant communication with the defendant over these allowances since 2004. To the Claimant, each correspondence in law renews the debt; referring to pages 16 and 20-22 of the claimant’s reply to the 2nd query front-loaded by the defendant dated 22/8/2005; a letter dated 19/7/2006 and another dated 18/4/2005 accompanying the Statement of Defence etc. This, Counsel submits, has the cumulative effect of Keeping the claims alive continuously by the parties prior to the filing of this suit and cannot in any way be statute barred. Counsel again answered in the negative, the question as to whether the claimant forfeited his annual leave allowance. The claimant forfeited his leave for years under some exigencies recognized by the defendant. In fact, it was the defendant which prevented him from enjoying same and cannot turn round to claim that he has forfeited same. There is a proviso to chapter 3.7 of the conditions of service (front-loaded by the defence) cited by the defendant in its Address and that is: “except where for special reasons, such leave had been deferred.” On page 96 of Exhibit DD5, that is Investigation Report, it stated as follows: “Mr. Ugbonta as GM or MD could not have deferred his annual leave for twenty consecutive years without the consent of the Board of Directors.” The court was urged to hold that the defendant was aware of the deferment of the claimant’s annual leave for upwards of twenty years. On the issue of exchange rate of the Naira to Dollar, this was not made an issue at all by the defendant in its Statement of Defence nor did DW1 give any evidence in respect of same. Non-joining of issues with the claimant on this is purely an admission of same. The claimant was not also cross-examined at all by the Defence on this issue. Counsel cannot through his Address introduce a new issue which he has not argued in the substantive case. Where counsel does this, it will be discountenanced by the court. I refer to Eze v. Okoloagu (supra) at page 106 lines 15 – 30. Again Exhibit C19 was tendered without any objection by the defendant; neither was there any cross-examination of the claimant on the said issued of exchange rate. Finally all other submissions on other items the defendant claims the claimant is not entitled to are vague. What disentitles the claimant from same? The defendant has not shown. It must therefore be taken that the defendant has nothing to say in respect of them. On the issue of new salary, Counsel submitted that the claimant never at any time gave himself a new salary. He in fact has no power to do so. The claimant has only worked with the defendant’s documents. In Exhibit C4, the defendant promised to review the claimant’s salary (contained in Exhibit C16) in due course. The defendant itself embarked on this review by delegating its power to do so to I.D. Nworji & Co. the company then came up with the new salary for the claimant in Exhibit DD5. When the defendant referred some issues it did not accept in the first report back to I.D. Nworji & Co. for further deliberations, the new salary for the claimant was not among them. In other words, the defendant accepted the first report as it is. He referred to pages 15 and 128 of Exhibit DD5. The court was urged to hold that the defendant cannot be allowed to turn round to submit against its own report as it has done. The 2nd Report of I.D. Nworji both confirms this and exonerated the claimant of any wrongdoing in the defendant. It is little wonder that though the defendant admitted this in their Statement of Defence, they did not tender same. Section 167 (d) of the Evidence Act must apply against them. In the final analysis, the defendant’s attempt to dislodge the entitlements of the claimant in this case has no weight whatsoever. The Court was urged to resolve these issues (4 and 5) in the Defendant’s Address, in favour of the claimant. In urging the court to grant the claimant’s reliefs, Counsel submitted that the claimant has shown that he is entitled to the reliefs sought, for the following reasons: i) The defendant failed to give him the required Notice under S. 266 of CAMA and therefore the meeting where the purported decision to sack him was taken is a nullity. ii) The defendant cannot even show that it has terminated the appointment of the claimant in the defendant. It is utterly confused in this respect. iii) The evidence of DW1 is fraught with hearsay and therefore is unreliable. iv) The whole case of the defendant seems to be built on alleged abandonment of duty and delistment from ICAN on the part of the claimant. These have no proof from the defendant and again the claimant has pulverized these arguments completely. In its reply on points of law filed on the 16th day of April 2014, the defendant reacted to paragraphs 3.03, 3.05, 4.031, 4.21, 4.22, 4.23 and 4.24 of the Claimant’s final address. On paragraph 3.03, the defendant submitted that the law is trite that documents speak for themselves. Exhibit DD5 being a public notice of the Securities and Exchange Commission published on July 18, 2000 clearly confirmed the claimant’s involvement in the affairs of his private company. S. 138 of the Evidence Act. On Paragraph 3.05, the defence submitted that the evidence of DW1does not amount to hearsay, as she never gave evidence of what she heard from any person. Rather, under cross-examination, she stated that she was a member of the rescue committee of the defendant. She is also a shareholder. Being a member of the management committee, she had access to records. Her evidence is not therefore hearsay, and is not in breach of the evidence act. On paragraph 4.031, the defendant submitted that the contract between the claimant and the defendant is that of master and servant. The claimant was fired because of mismanagement of the company. Abandonment of duty falls within mismanagement. One on the features of a contract of employment is that the servant is expected to be of good behavior and conduct by diligently serving the employer and protecting the employer’s property. Any breach thereof can therefore amount to termination of the contract. See UBN Plc. vs. Soares (2012) 11 NWLR P.550. Equity cannot avail the claimant. The claimant’s claims for special and general damages are not lawful claims and therefore entitled to be dismissed. In Okongwu vs. NNPC (1989) 4 NWLR (Pt. 115) Pg. 296 at 323 C-D, the Supreme Court stated that: “The terms ‘general’ and ‘special’ damages are normally inapt in the categorization of damages for the purposes of awards in cases of breach of contract. Apart from damages naturally resulting from the breach, no other form of general damages can be contemplated. (NPM Board vs. Adewunmi (1972) 1 All NLR. (Pt.2) 433 at 438; Swiss Nigerian Wood Industries Ltd. vs. Bogo SC 14/70 delivered on 3rd March 1970 followed) (P. 315, para E-F)” The claimant’s claims for special damages are too remote to the issue of termination or purported wrongful termination, and are therefore not claimable in cases of breach of contract of service. See Okongwu vs. NNPC (Supra) at Pg. 309 F-G, 316 F where the Supreme Court stated thus: “The principle of assessment of damages for breach of contract is restitution in integrum – that is, that in so far as the damages are not too remote, the plaintiff shall be restored, as far as money can do it, into the position in which he would have been if the breach had not occurred. The principle is not restitution in opulentiam – giving him a windfall.” On 4.21, the defence submitted that the opinion of counsel cannot take the place of pleadings and evidence. The letters referred to therein were neither pleaded nor tendered and therefore cannot be relied upon. On 4.22, the defence submitted that parties are bound by their pleadings. See Emegekuo vs. Okadigbo (citation not supplied). The facts stated therein were never pleaded, and no evidence or document was adduced in evidence approving deferment of leave. On 4.23, the defence submitted that the claimant’s contract was governed by his letter of appointment and conditions of service. The authority governing accumulated leave is Chapter 3.7 of the conditions of service which makes it incumbent upon the claimant to plead the special reasons and documentary evidence showing deferment. This the claimant has failed to do, and the mere opinion of an investigator, unsupported by documents or pleaded facts cannot prove special reasons for deferring annual leave for 21 years for the claimant who chose not to proceed on leave. Finally on 4.24, the issue of exchange rate is governed by statute, therefore mere sweeping statements regarding exchange rates, without documents, amounts to nothingness. The court was urged to dismiss the claim of the claimants. I have carefully considered the pleadings of the parties, the depositions, oral evidence and addresses of counsel. Before I proceed to determine the identified issues, it is pertinent to first resolve some of the preliminary issues raised by the claimant’s counsel, Mr. Dureke, in his written address, and point out a few observations. The claimant’s counsel submitted in paragraph 3.02 of his address that paragraphs 1, 2, 3, 4, 16, 17, 18, 19, 21, 25 and 26 of the statement of claim are admitted by the defendant. I have gone through the statement of defence and I have seen no reason therefrom to disagree with the submission of the claimant’s counsel. In consequence, the averments in the admitted paragraphs are not in dispute. The claimant’s counsel has further submitted in paragraph 3.05 of his address that most of the evidence of DW1 was hearsay because she was not a staff of the defendant at certain times. With due respect to counsel, I do not agree with him on this point. The defendant, not being a human being that can give evidence, it can only do so through its servants or agents. It is settled principle that Company employees are competent to give evidence of the company transactions by virtue of the knowledge gained in the employment. See AFRICAN PETROLEUM PLC vs. SOYEMI (2008) All FWLR (Pt. 397) 117 at 127-128. DW1 has testified that she was a staff of the defendant between 1986 to December 2003. It is her further testimony under cross examination that she was re-engaged by the defendant in October 2004 as a member of the Rescue Committee and the committee existed till 2009. It is my view therefore that DW 1 is competent to give evidence of the defendant’s transactions that occurred between 1986 and 2009. From the facts of this case, the events cumulating into this suit occurred essentially between 2004 and 2006, which period DW1 was with the defendant. Evidence of DW1 is admissible evidence and I so hold. A further contention by the claimant’s counsel is seen in paragraph 4.07 of his written address where he urged this court to discountenance Exhibit DD6 as it was not supported by the evidence of DW1. The Exhibit was pleaded by the defendant and it was tendered from the bar by the defendant’s counsel. I have considered the evidence of the defence. Reference was made in Paragraph 4b and Paragraph 13 of the written deposition of DW1 to the Claimant’s concealment of his being delisted by ICAN. The objection of Claimant’s counsel to the admissibility of Exhibit DD6 must therefore be overruled on the ground upon which the objection is raised. The publication cannot be discountenanced. Worthy of correction is Counsel to the Defendant’s reference in his written address, to Chapter 4.5(i) and 4.7(i) & (ii) of the defendant’s condition of service. It is noted on the contrary, that it is Chapter 9.5(i) and 9.7(i) & (ii) of the said condition of service (Exhibit DD5) that makes reference to dereliction of duty and gross misconduct warranting dismissal. It is also worthy of observation that in the Claimant’s alternative claim (relief d), even though the sum stated in words and figures as the alternative claim is N35, 709,814.56 (Thirty Five Million, seven Hundred and Nine Thousand, Eight Hundred and Fourteen Naira, Fifty Six kobo only, I do not see any difference between the particulars in the tabular computations in relief (c) and relief (d). They are both materially the same in form and content, and have exactly the same details and total figure which is N36,562,250.56 (Thirty Six Million, Five Hundred and Sixty Two Thousand, Two Hundred and Fifty Naira, Fifty Six Kobo) only. Having considered the pleadings of the parties, the depositions, oral evidence and addresses of counsel, I have formulated the following issues for the determination of this court: 1. Whether the suspension and termination of the appointment of the claimant was wrongful and whether the claimant is entitled to be re-instated as Managing Director and Chief Executive Officer of the Defendant? 2. Whether the Claimant is still a Director of the Defendant and thereby entitled to all the benefits accruing to Directors? 3. Whether the claimant has proved his monetary claims and whether he is entitled to the damages claimed ISSUE 1: Whether the suspension and termination of the appointment of the claimant was wrongful and whether the claimant is entitled to be re-instated as Managing Director and chief executive officer of the defendant? It is the claimant’s case that he was an employee of the defendant since 1985 and he was appointed as Managing Director by the board of the defendant vide exhibit C4 in August 2000. It is his evidence and as seen in Exhibit C12 that he was issued a query and later suspended from the position of Managing Director in October 2004 while he was away in the United States of America for treatment. His appointment was subsequently terminated in March 2006 vide exhibit C16. The Claimant contends that his suspension and subsequent termination of his appointment as Managing Director was wrongful. In its defence, in order to justify the termination of the claimant’s appointment, the Defendant avers that the claimant absconded overseas without notice to the defendant and that there were some allegations against the claimant contained in the query issued to the claimant which was not answered. The Defendant also contends that the Claimant breached some of the terms of the conditions of service of the Defendant, hence his suspension and eventual termination. The defendant contends that the termination of the Claimant’s employment as Managing Director was not wrongful. It has been settled that the relationship between a Managing Director and his company is that of master/servant. See YALAJU AMAYE vs. A.R.E.C (1990) 6 SC 157 at 173. It is clear from the pleadings that a contract of service existed between the parties. As the Managing Director, the claimant is an employee of the defendant and there is a contract of service between the Claimant and the Defendant. In order to determine whether or not the suspension and termination of the claimant’s appointment was wrongful, it must be shown that the condition of his contract of service was breached in the process. The terms and conditions regulating the appointment will usually be seen either in the Articles of Association of the defendant or any other contract of service. In this case, the Articles of Association of the defendant was not tendered in evidence. As such, the provision of the Defendant’s Articles of Association that regulate the Claimant’s appointment as Managing Director was consequently not in evidence. I have also looked at the Claimant’s letter of appointment as Managing Director, Exhibit C4, and I see that it did not contain any conditions governing the appointment. The evidence of the parties has however agreed that the conditions of service of employees of the defendant are contained in the condition of service admitted as Exhibit DD5. This court therefore has only Exhibit DD5 to rely on. Therefore, the question whether the claimant’s suspension and termination was wrongful depends on the terms governing his employment in Exhibit DD5. It is prescribed in paragraph 1.4 of Exhibit DD5 that the conditions of service in the said Exhibit apply to all staff of the Defendant. The Claimant’s salary scale in Exhibit C1 qualifies the Claimant as a senior staff under paragraph 1.8 (ix) of exhibit DD5. The claimant’s appointment is one the Board of Directors of the Defendant is empowered to make under paragraph 2.1 of Exhibit DD5. Section 263 (5) of the Companies and Allied Matters Act 1990 provides that the Board of Directors may appoint one of its members as Managing Director. The CAMA is however silent on procedure for suspension or termination of the appointed Managing Director. This, to my mind, is indicative of recognition of the master/servant relationship between the company and the Managing Director; as such, the manner of suspension or termination of the appointment is the preserve of the master company. CAMA having not made any such provision, the procedure to be considered in the suspension or termination of the claimant’s appointment should be as provided by the company. It is trite that that he who has power to appoint also has power to remove or suspend. See Section 11 (1) of the Interpretation Act, 2004. Therefore, the question whether the suspension and termination of the claimant’s appointment was wrongful will depend on the terms of the condition of service. Paragraph 9.9 of exhibit DD5 provides that a member of staff of the defendant whom an official charge, likely to lead to his dismissal is pending, may be suspended from duty. The procedure before suspension is provided in paragraph 9.10 in that the staff must be given opportunity to state his response in writing before he is suspended. The charges for which a staff can be dismissed are stated in paragraph 9.5 and 9.7. It includes dereliction of duty and absence from duty or from Nigeria without permission. Exhibit C11 was the 1st query issued to the claimant. The query, which contains some allegations against the claimant, required an answer from the claimant before the next board meeting of 2nd October 2004. Evidence show that the claimant did not respond to that query as requested. Exhibit C12 was consequently issued after the meeting suspending the claimant from office. The claimant has claimed however that he travelled to the United States of America on an emergency hence he could not inform the defendant nor reply to the query. I have carefully considered the evidence of the claimant as to his emergency trip to the USA and I am unable to believe he didn’t deliberately refuse to inform the defendant. I have found that he had ample opportunity to inform the defendant of the trip but he chose not to. In his evidence before this court, he testified that he worked full day and full time a day before he travelled. Furthermore, the claimant has not satisfied this court that the letters he allegedly wrote from the USA were sent or received by the person to whom they were addressed. The content of Exhibit C12 contains facts to the effect that the defendant is investigating other allegations of impropriety against the claimant. It is proper and acceptable practice to ask the officer being investigated to stay away from office to allow for unhindered investigation to be carried out. See UNIVERSITY OF CALABAR vs. ESIAGA (1999) 4 NWLR (PT502). It is my view that the procedure for suspension in Exhibit DD5 has been observed by the defendant. Therefore, the suspension of the claimant was not wrongful as it was in accordance with the condition of service in Exhibit DD5. Paragraph 9.12 of Exhibit DD5 permits the defendant to terminate the employment of any of its staff in accordance with the contract of service. The power of the board of the defendant to terminate the claimant’s appointment is contained in paragraph 9.22 (iii) of Exhibit DD5. It follows that the board of the defendant has the power under the condition of service to terminate the claimant’s appointment. The grounds for which the Board may dismiss an employee, which I think operates also as the grounds for which an employment may be terminated, is in paragraph 9.7 of Exhibit DD5. The grounds include gross neglect, misconduct or absence from duty. In the type of service relationship between the parties, the defendant need not have any reason or show any for terminating the claimant’s appointment. See Ihezukwu vs. University of Jos (1990) NWLR (Pt.146) 598 "Where there is a notice of dismissal or termination of appointment of an employee by the employer, it is not necessary for the employer to prove the reasons stated in the notice. The only obligation on him is to show that the contract was terminated in accordance with the express or implied terms of the contract, regardless of whether the appointment is on permanent or probationary (temporary) basis." PER WALI J.S.C. However, evidence before me offer reason for the termination of the claimant’s appointment. The defendant in Exhibits C11, C12, C14 and DD3 alleged serious acts of impropriety against the claimant. Furthermore, it is not in dispute that the claimant travelled without permission. His own evidence show he was absent from duty from 2nd September 2004. His Exhibits C10 show he was still away up to December 2004. It is also clear from his evidence that paragraph 3.26 of Exhibit DD5 requiring him to report sickness to the defendant within 48 hours was not complied with. These omissions ordinarily attract dismissal according to the condition of service but terminating the claimant’s employment instead is a magnanimous act on the part of the defendant. Upon the board’s exercise of its power to terminate the claimant’s appointment, Exhibit C16 dated 30th March 2006 was written to the claimant notifying him that his appointment has been terminated “with effect from 7th October 2006” Exhibit DD5 did not prescribe the nature of notice required to be given by the defendant when terminating its employee’s appointment. Where no notice is prescribed in a contract of service for terminating the employment, the employer is required to give reasonable notice to terminate the contract. See P.Z. & Company Ltd. v. Ogedengbe (1972) All N.L.R 206 Per Madarikan JSC thus: "As the plaintiff's contract of employment does not prescribe the length of notice necessary to terminate it, we think the learned trial Judge was right in considering what length of notice was reasonable in the circumstances. Upon the uncontroverted facts of this case, especially having regard to the status of the plaintiff in the employment of the defendant and the length of service already put in by her, we fail to see how the decision of the learned trial Judge that three months' notice was reasonable could be successfully challenged." See also SHENA SECURITY COMPANY LTD vs. AFROPAK (NIGERIA) LTD & ORS (2008) 34 NSCQR Pt. II 1287 Per Muhammad JSC thus: ''Where there is no mode of termination of the contract of service by any form of notice, the common law rule will apply. That rule is that the court will imply a presumption that contract of service is to terminate by reasonable notice given by either party. What amounts to reasonable notice will depend on the intention of the parties as revealed by the terms of the contract.'' Exhibit C16 dated 30th March 2006 has given the Claimant over 6 months’ notice of termination of his employment. In my view, that is more than adequate notice to terminate the employment. The claimant’s counsel has however submitted in paragraph 4.08 of his address that there is no date of termination because of the apparent conflict in the termination dates in Exhibit C16 and C17. The notice of termination of the claimant’s appointment, Exhibit C16, is clear on the point that the termination is with effect from 7th October 2006, while a subsequent letter, exhibit C17 stated that the effective date of the termination is 7th October 2004. I have observed that the date of the meeting where the claimant’s appointment was terminated by the Board in Exhibit C16 was on 11th February 2006. The termination must be taken to be the date of the meeting of 11th February 2006 and not from the date when he was suspended by the board. Exhibit C17 cannot retrospectively take the date of the claimant’s termination back to the date of his suspension. The notice of termination of the claimant’s appointment must therefore be reckoned to run from the date of the meeting of the board. Consequently, Exhibit C17 is invalid and of no effect and it is hereby set aside. The effective termination date therefore is as contained in Exhibit C16. The claimant’s grouse in paragraph 35a of his further, further amended statement of claim is to challenge the validity of the board meeting at which he was removed as managing director for the reason that being a director of the defendant, he was not given notice of the meeting of 11th February 2006 contrary to section 266 CAMA. Section 266(1) CAMA provides as follows: Every director shall be entitled to receive notice of the directors' meetings, unless he is disqualified by any reason under the Act from continuing with the office of director. Is the claimant a director of the defendant as to invoke the above provision? It is the claimant’s contention that he was and remains a director of the defendant. In proof of this contention, he produced Exhibit C3 in evidence. The Exhibit, form CO7, is the particulars of the directors of the defendant as at the time of filing on 28 February 1998. The name of the applicant is seen listed therein as a director of the defendant. The filing of Exhibit C3 by the defendant with the Corporate Affairs Commission is in compliance with section 292 (4) of CAMA. Exhibit C3 is therefore prima facie evidence that the claimant is a duly appointed director of the defendant. Where a person is described by a company as its director, such a description raises a presumption that the person is a director of the company. See Section 244 (2) CAMA. The presumption to be drawn therefore from Exhibit C3 is that the claimant was an appointed director of the defendant. Furthermore, the defendant did not dispute or challenge Exhibit C3. It merely alleged that the Claimant was not a Director in its Board. I am unable to agree with the Defendant’s contention in view of the evidence before me. My disagreement is further supported by section 263 (5) of CAMA which provides that the board may appoint one of its members as Managing Director. The effect of this provision is that the claimant could not have been appointed the Managing Director of the defendant unless he was a Director. The provisions of CAMA are clear to the effect that directors appointed under section 247, 248 and 249 of CAMA are not employees of the company. Their appointment, duties, powers and removal are provided for in CAMA. No evidence is before me to suggest that the claimant is no longer a director of the defendant. The content of exhibit C16 did not show that the Claimant was also removed from the board of directors of the defendant. The conclusion to be reached as a result is that the Claimant has not been removed as a Director. I therefore hold that he is still a director of the defendant By virtue of section 266 (1) CAMA, the claimant, who was a Director of the defendant at the time of the meeting of 11th February 2006, was entitled to notice of that meeting of the board of directors of the defendant. The Claimant has contended that he was not given notice of the meeting. The Defendant did not dispute it but still maintains its position that the claimant was not a director; as such he was not entitled to notice of the meeting. It is therefore clear that the Claimant was not given notice of that meeting. Ordinarily, the effect of this failure to give notice to the claimant is that the meeting and the resolution reached thereat is invalid. See Section 266 (3) of CAMA. However, for the provision of section 266 (3) CAMA to apply to invalidate the termination of the claimant’s appointment, it has to be shown that the laid down procedure in the Act for his removal from the office of Managing Director was breached. CAMA did not provide for the procedure for terminating the employment of Managing Director. Consequently, the termination of the employment of the Claimant by the Board of Directors of the Defendant was not done pursuant to any provision of CAMA. The board merely exercised its duty under the contract of service in Exhibit DD5. Where a person’s employment has not been determined under or pursuant to any legislation, his removal cannot be considered in relation to such legislation. I therefore do not think section 266 CAMA applies to invalidate the claimant’s termination. Reliance placed on the Supreme Court case of Longe vs. First Bank (Supra) by the defendant is misconceived. In the Longe case, the Articles of Association of the Company which governed removal of Executive Directors and the Managing Director was put before the court, a luxury which this court was deprived of hence its approval of Exhibit DD5. Furthermore, the said meeting, it is shown, was where his case was considered and his termination decided. Would it have been proper for the defendant to invite the Claimant to such meeting to sit and take part in the proceeding for the termination of his appointment? I think not. "You cannot be a judge in your own case." In purely master/servant relationship, as in this case, termination of employment cannot be wrongful unless it is proved to be in breach of the terms and the conditions of the contract of service. The removal of the claimant has not been shown to offend any of the conditions in Exhibit DD5. The board of the defendant having validly exercised its power under the condition of service, I cannot find any element of wrongfulness in the termination of the claimant’s employment and I so hold. As to the question whether the claimant can be re-instated if his termination is found wrongful, that would ordinarily not deserve consideration any longer in view of my finding that his termination was not wrongful. However, I think it proper to still stress the position of the law. Assuming, but not so holding, that the termination of the claimants employment was wrongful by virtue of non-service of the notice of the meeting of 11/2/2006 on him, will re-instatement be his remedy? Where an employment is terminated, whether wrongfully or otherwise, it brings the master/servant relationship to an end. The claimant’s employment is not one protected by statute as such re-instatement cannot be ordered. This is even more so that the relationship, being one of master/servant, the claimant cannot be forced on the defendant. See TEXACO NIG.LTD vs. KEHINDE (2002) FWLR (Pt. 94) 143 at 164. Therefore, a declaration to the effect that the contract of service continues to subsist or an order re-instating the Claimant to office cannot be made. Issue one is accordingly resolved against the claimant. ISSUE 2: Whether the claimant is still a Director of the defendant and thereby entitled to all the benefits accruing to Directors? It is my finding in issue one that the Claimant is a Director of the Defendant. The termination of the Claimant’s appointment as Managing Director is not one of the grounds for vacation of office by Directors in section 258 (1) CAMA. I cannot also find any evidence that he has been removed from that position. I therefore make the same finding in this issue and I hold that the claimant remains a Director of the Defendant. What is left to consider in this issue is the claimant’s claim to the benefits accruing to him as a director. I have observed earlier in this judgment that directors appointed under the provisions of CAMA are not employees of the company and have no contract of service with the company. As such, their remuneration or benefits is as would be fixed by resolution of the company in general meetings or in the Articles of Association of the company. See section 267 CAMA. Under section 267 (4) CAMA, the defendant is not bound to pay any remuneration or other benefits to its Directors, therefore, it is the duty of the Claimant to show to this court that he gets some specified benefits from the defendant. It is outside the province of this court to assume that the claimant is entitled to benefits as a Director. The Claimant’s evidence has not shown that he receives any benefit or payment as a Director. No resolution of the Company on Directors’ remuneration or its Articles, which this court could rely on as its guide on this issue were put in evidence. Therefore, the Claimant has not shown that he gets any benefit as a Director as to merit the declaration sought. A declaratory relief is granted only upon satisfactory proof. See UDO vs. C.R.S.N.C (SUPRA) at 701 On issue two therefore, even though I have held that the Claimant is still validly a director in the defendant, I am unable to make any finding as regards benefits accruing to him as a director in the absence of any proof of such benefits. ISSUE 3: Whether the claimant has proved his monetary claims and whether he is entitled to the damages claimed? In the claimant’s reliefs, he sought in claim C arrears of his salary, allowances and other benefits. He listed 27 items on which he claims all to the total sum of N 36, 564,250.56. In his evidence, the claimant as CW1 testified that he has outstanding claims allowances and entitlements unpaid by the Defendant. He tendered Exhibit 19, which contains the same items as listed in the claim, in evidence In paragraph 32 and 33 of the statement of defence, the Defendant denied the sums claimed by the Claimant under the items except items 1, 2, 3, 5, 7, 10 and 11 of the claim. Even those admitted, the defendant further aver that the claimant is not entitled to them for reason of his misrepresentation and indebtedness to the defendant. In effect, all the sums claimed were denied by the defendant. The burden is therefore on the claimant to establish each and every item of the claims and his entitlement to same. Other than the paragraph where the claim is sought and tabulated, the particulars of the items claimed are not pleaded nor has the claimant explained in evidence how these items accrue. Notwithstanding this defect, I have decided to consider each of the items of the claim denied by the defendant against the available evidence to determine whether the claimant is entitled to the sums claimed. i. Items 1, 2, 3, 5, 7, 10 and 11 were admitted by the defendant. ii. Items 4 and 13 are for leave/deferred leave allowance. The claimant has not shown any evidence that he formally deferred the leave for the period claimed for. By paragraph 3.7 of Exhibit DD5, the claimant has forfeited this claim not having utilized the leave within the leave year. However, the defendant has partly admitted part of item 4 (2002-2005 instead of 2002-2006 as claimed by the Claimant). See Exhibit C16. iii. Items 6, 8 and 9 are claims for new basis salary. No explanation or the basis for the items offered. No evidence is given of what the new salary is and how it evolved. iv. Item 12 is claim for medical expenses overseas. The defendant has denied this claim in paragraph 32 (j) of amended statement of defence. Employees of the defendant are entitled to free medical services in the defendant’s retained hospitals as stated in paragraph 5.1 of Exhibit DD5. The Defendant is not liable for medical expenses incurred by employees who used any other hospital other than those in the Defendant’s retainership. See paragraph 5.2. There is no evidence from the claimant that the overseas treatment was at defendant’s authority or that it was received at the defendant’s retained hospital. v. Items 14 and 15 are not proved. vi. Claim for rent and salary for 2006 to 2008 in item 15 and 16 is untenable. The claimant was no longer in the employment of the defendant in these periods. He is not entitled to the claims. vii. The basis on which the claims in item 17, 18 and 19 accrue is not proved. viii. Items 20, 21, and 21a are not proved, and the defendant has averred that the condition of service does not provide for such payment. Also, they are expenses accrued since 1992 and 1999, and have become a bad debt which can no longer be recovered. See Section 18, Limitation Law of Imo State 1994. The defendant has averred that the claimant is not entitled to the sums admitted by it because the claimant is indebted to it. The claimant, in items 23, 24, 25 and 26 admitted he is indebted to the defendant. From the above analysis as shown in the pleadings, items 1, 2, 3, 5, 7, 10 and 11 were admitted by the defendant in paragraph 32 a, c, e, h and i of their Statement of Defence. They also partly admitted item 4. These items are exactly in consonance with those listed in Exhibit C16 as the Claimant’s entitlements from the defendant as follows: 1 Pension Benefit balance 385,464.23 2 Pre-pension Benefit 294,000.00 3 Unremited Pension Deductions 49,735.00 4. Leave allowance (2002-2005) 243,936.00 5. Salary Dec. 2003-Sept.2004 (full) 363,677.50 6. Salary Oct. 2004-March 2006 (half) 327,309.75 7. Personal Cheque for office use 10,000.00 8. House Rent up to 2005 500,000.00 Total due to you N2, 174,122.48 The total figure of N2, 174,122.48 (Two Million, One Hundred and Seventy Four Thousand, One Hundred and Twenty Two Naira, Forty Eight Kobo) above is again admitted in Paragraph 33 of the amended Statement of Defence as being the amount due to the Claimant, out of which the defendant seeks to deduct certain sums the Claimant is said to owe the defendant, which they claim to be N1,840,979.22 in Exhibit C16, but stated as N1,660,974.22 in paragraph 33 of the amended statement of defence. It is however noted that the defendants do not have a counter-claim, neither have they proved the said indebtedness besides stating them. However, the Claimant in its relief c, items 23-26, has admitted being indebted to the defendant to the tune of N569, 338.22. See below (Part of Claimant’s relief c) 23 Less indebtedness to the company 24 Balance on loan account 486,073.22 25 Charley Lee (Refundable Loan to) 83,265.00 26 Total indebtedness (569,338.22) It is settled law that facts admitted need no further proof. In Ehinlawon vs. Oke (2008) 16 NWLR (Pt. 1113) 357, Onnoghen JSC stated that what is admitted need no proof. See also Akinlagun vs. Oshoboja (2006) All FWLR (Pt. 325) 53 at 84. If therefore the sum of N569,338.22 (Five Hundred and Sixty Nine Thousand, Three Hundred and Thirty Eight Naira, Twenty Two Kobo) only, which the Claimant admits owing the defendant is deducted from the sum of N2, 174,122.48 (Two Million, One Hundred and Seventy Four Thousand, One Hundred and Twenty Two Naira, Forty Eight Kobo) only, which the Defendant admits owing the Claimant, the difference, which stands at N1,604,784.26 (One Million, Six Hundred and Four Thousand, Seven Hundred and Eighty Four Naira, Twenty Six Kobo) only, is due and payable to the Claimant, and I so hold. I also find and hold that the above admitted sums are not caught up by Section 18 of the Imo State Limitation Law which provides a 5 year limitation period for recovery of debts. Exhibit C16 (the termination letter wherein indebtedness was admitted) was written on 30th day of May 2006. This Action was filed on 3rd June 2008, a period far less than the 5 year period prescribed by the Limitation Law. Therefore the sums are recoverable. I have also noted that Exhibit C16 did not factor the Claimant’s salary from March 2006 when the notice was given, till 7th October 2006 being the date his termination took effect. The Claimant is entitled to his salary for that period of notice. Calculating this based on the figures used in item 7 of relief c of the Claimant’s Statement of Facts and also in Exhibit C16, half of the Claimant’s old basic salary from October 2004 to March 2006 (a period of eighteen months) amounted to N327, 309.75. If this is divided by 18 months (Oct 2004 to March 2006), it gives the figure of N18, 183.875 as his half salary. His full salary would therefore have been (N18, 183.875 x 2) = N36, 367.75. His full salary from 1st April to 30th Sept 2006 will therefore add up to (N36, 367.75 x 6 months) = N218, 206.50. Considering that his termination took effect from 7th October 2006, he should still earn his salary for the extra 7 days. One month’s salary is N36, 367.75, if divided by 30, that gives N1, 212.26 per day, x 7days = N8, 485.82. (N8, 485.82 + N218, 206.50) = N226, 692.32. The Claimant is therefore entitled to his full salary from 30th March 2006 to 7th October 2006 which is hereby calculated to amount to N226,692.32 (Two Hundred and Twenty Six Thousand, Six Hundred and Ninety Two Naira, Thirty Two kobo) only. This sum is also due and payable to the Claimant, and I so hold. If the sum of N226,692.32 is added to N1,604,784.26, the total payable to the Claimant is N1,831,476.58 (One Million, Eight Hundred and Thirty One Thousand, Four Hundred and Seventy Six Naira, Fifty Eight Kobo) only, and I so hold. In the event that the claim in relief C is not granted, the claimant claims in special damages in the alternative. He based his claim for special damages (relief d) on the same items upon which his claim in relief C is based. Having succeeded in part under relief C, the claimant’s alternative claim for special damages in relief d therefore fails. The claimant further claims the sum of N20, 000,000 (Twenty Million Naira) only as general damages. It is trite that general damages are usually granted to compensate for the wrongful act of another. I have held in this judgment that the termination of the employment of the claimant was not wrongful, I therefore see no basis to award general damages against the defendant. Furthermore, damages awardable to a successful claimant for wrongful termination of employment is the salary in lieu of notice (which I have already granted and calculated in this judgment), and not in general damages. See PIONEER MILLING CO. LTD vs. NANSING (2003) FWLR (Pt. 151) 1820 at 1827. On the whole, the Claimant’s claim succeeds only in part. For the avoidance of doubt, I hereby make the following declarations and orders: a. The termination of the Claimant’s appointment as a Managing Director of the Defendant was not wrongful. b. The Claimant is still validly a director in the Defendant company under the Companies and Allied Matters Act 1990. c. The Defendant is hereby ordered to pay to the Claimant the sum of N1, 831,476.58 (One Million, Eight Hundred and Thirty One Thousand, Four Hundred and Seventy Six Naira, Fifty Eight Kobo) only. d. The above sum shall be paid to the Claimant within 30 days from the date of this judgment, failure of which it begins to attract interest of 10% per annum from the time of default until the final liquidation of the judgment sum. This is in line with the provision of Order 21 Rule 4 of the NIC Rules, 2007. No order as to cost. Judgment is entered accordingly. Hon. Justice O. Y. Anuwe Presiding Judge