A Nigerian-American engineer, Anthony Ugbebor, has lodged an appealed against the judgement of the Lagos State High Court, sitting in Ikoyi, which held that his agreement with property developer Olukayode Olusanya and Oak Homes Multinational Services Limited for the purchase of two luxury apartments no longer existed by the doctrine of novation.
The American Engineer, in a Notice of Appeal filed before the Court of Appeal, Lagos Division, through his Counsel, Nasir Salau and Ibrahim Mahmud, of I. B. Mahmud & Associates and Nasir Salau & Co, is praying the court to set aside the June 15, 2026 judgement delivered by Justice Akingbola George, of the State High Court, and grant his counterclaim seeking specific performance of the sale agreement.
The appeal arose from Suit No. LD/4471LM/2023 instituted by Olusanya and Oak Homes against Ugbebor and the Economic and Financial Crimes Commission over alleged trespass on two second-floor three-bedroom apartments located at No. 14A Musa Yar’Adua Street, Victoria Island, Lagos.
The trial court dismissed the bulk of the developers’ claims; it held that the parties’ conduct had resulted in a novation, thereby extinguishing the original sale agreement.
The court consequently ordered the developer to refund the N152m paid by Ugbebor for the apartments and dismissed his counterclaim seeking completion and delivery of the property or, in the alternative, damages.
Dissatisfied with the decision, Ugbebor contended that the trial court misapplied settled principles of contract law, ignored material evidence, wrongly dismissed his counterclaim, and erroneously refused his claim for specific performance of the property, and wrongly declined to enforce the original sale agreement.
In the appeal, he argued that the trial judge erred in holding that he failed to make payments within the contractual timeline, maintaining that the payment structure under the agreement was tied to construction milestones rather than fixed calendar dates.
According to the appellant, the agreement provided that 35 per cent of the purchase price would become payable upon completion of the roofing stage, while the remaining 20 per cent was payable only upon completion of the apartments.
He maintained that he had paid approximately 80 per cent of the purchase price despite the developer’s alleged failure to attain the agreed construction milestones.
The appellant further argued that the trial court wrongly shifted the burden of proving payment to him, instead of placing it on the developer, who alleged a breach of the agreement.
He submitted that the court failed to properly evaluate the evidence, including unchallenged testimony that substantial payments had been made notwithstanding the developers’ inability to complete the project as agreed.
Ugbebor during the court proceedings, had testified on November 25, 2025 that he made a payment of N152m, to Oak Homes Ltd. out of a total of N190m (80% paid) between November 2017 and December 2020 equivalent to $400,000.
He maintained that the original agreement remained valid and enforceable and asked the Court of Appeal to compel Oak Homes to honour its contractual obligations.
A major ground of the appeal is challenging the lower court’s reliance on the doctrine of novation.
Ugbebor argued that the court wrongly concluded that the conduct of the parties created a new contractual relationship that extinguished the original agreement.
Relying on the Supreme Court’s decision in Heritage Bank Ltd. v. Ajugwo, the appellant submitted that novation cannot be inferred merely from the conduct of parties but requires a clear agreement by all parties to substitute the existing contract with a new one, coupled with an intention to extinguish the original obligations.
He contended that no witness testified to the existence of any such agreement and that no documentary evidence supporting a new contract was produced before the trial court.
According to him, the conduct relied upon by the trial judge was, at best, consistent with issues of delayed performance and alleged breach of contract rather than the creation of a new contractual relationship.
The appellant also faulted the dismissal of his counterclaim for specific performance, arguing that, having found that the developer attempted to benefit from the alleged breach, the court ought to have ordered them to complete and deliver the apartments.
He submitted that contracts relating to land are generally enforceable by specific performance because monetary compensation may not constitute an adequate remedy.
Ugbebor further argued that the trial court failed to consider evidence demonstrating that he remained ready and willing to perform his obligations under the agreement, a factor he described as essential to the grant of specific performance.
He also complained that the lower court failed to determine the issue of frustration of contract, notwithstanding that both parties pleaded the issue, led evidence on it and addressed the court extensively in their final written addresses.
According to him, the trial judge 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 challenged the dismissal of his counterclaim, contending that the trial court failed to separately evaluate his claims for specific performance, general damages and special damages before dismissing them.
He argued that the judgement was contradictory because the court acknowledged breaches by the developer, while declining to grant any of the reliefs sought in his counterclaim, including general damages, which he maintained naturally 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 in its entirety, restore the validity of the original sale agreement and compel Oak Homes Multinational Services Limited to specifically perform its obligations under the contract by completing and delivering the two apartments.
