Facts:

First Bank Nigeria Plc, the Respondent, a fi nancial/banking institution, granted
a stock trading margin facility of N2 billion to the 3rd Appellant, BGL Securities
Limited for the purpose of purchase of diversifi ed stocks. The facility was guar
anteed by the 1st and 2nd Appellants; the latter being the alter ego of the former.
The 3rd Appellant’s shares were pledged as security for the loan. The off er was
accepted by the 3rd Appellant on 7th September 2007, in accordance with all the
conditions attached to it. One of the terms in the off er was that the Respondent
reserved the right to dispose of the pledged shares when their value fell below
130% collateral average, and the 3rd Appellant was not willing to off er additional
security to augment one up to the agreed amount. The Appellants alleged the
Respondent failed or neglected to dispose of the pledged shares when it fell below
the percentage cover of 130% on 17th June 2008 which caused the 3rd Appellant
monetary losses and damages.
In reaction, the Respondent joined issue with the Appellants and denied liability
by fi ling a statement of defence and counterclaim. The Respondent asserted
that after the 3rd Appellant defaulted in payment of the facility, it applied to it and
had it restructured, based on an off er letter of 29th March 2011, which created a
new loan facility with new terms and conditions. The Appellants failed to meet
their obligations under the new loan and became indebted to the Respondent.
In a considered judgment, delivered on 26th September 2014, the lower court
dismissed the Appellants’ claim and granted the respondent’s counterclaim. Dis
satisfi ed by the decision of the trial court, the Appellants appealed to the Court of
Appeal, Lagos division to set aside the judgment of the trial court.