It was discovered that the respondent obtained a loan of $15,000,000.00 (Fifteen Million US Dollars) in favour of the appellant from Guaranty Trust Bank Plc (GTB) without the express authority of the appellant’s Board of Directors and in breach of the terms of an All Assets Debenture between the appellant and United Bank for Africa Plc (UBA) - the appellant’s primary banker. At a meeting of the appellant’s Board of Directors, the respondent accepted full responsibility for the GTB loan and offered to resign. The Board accepted his resignation. The respondent contended that he subsequently entered into a Separation Agreement with the appellant which set out in detail the terminal benefits due to him in consequence of his resignation. The appellant made part-payment but failed to liquidate the balance.