Facts:

By an offer letter dated 30th August, 2007, the respondent, a financial institution, granted a stock trading margin facility of N2 billion to the 3rd appellant for the purpose of purchase of diversified stocks. The facility was guaranteed 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 offer was accepted by the 3rd appellant, on 7th September, 2007, inclusive of all the conditions attached to it. One of the terms in the offer was that the respondent reserved the right to dispose the pledged shares when their value fell below 130% collateral average and the third appellant was not willing to offer additional security to augment one up to the agreed amount.

The appellants alleged that the respondent neglected to dispose 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. Sequel to that, in 2012, the appellants instituted an action at the lower court via a writ of summons against the respondent seeking certain reliefs. In reaction, the respondent joined issue with the appellants and denied liability by filing a statement of defence and counter-claim. The respondent asserted that after the third appellant defaulted in payment of the facility. It applied to it and had it restructured, based on an offer 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 counter-claim.

Dissatisfied, the appellants appealed to the Court of Appeal.