Facts:

C & N Investment Limited (the Appellant) sometime in December, 2010, was granted a loan facility in the sum of $17 Million (US Dollars) by the 1st Respondent. The loan facility was for Seventy-Eight months commencing from the 22nd December, 2010 to 22nd June, 2017. The agreed source of the repayment of the loan was the rental income due from the Total E & P Nigeria Limited (the 2nd Respondent) in respect of a property situate at 17/17A, Olu Holloway Road, Ikoyi, Lagos which was leased to the 2nd Respondent by the Appellant. At a point, the Appellant requested for a restructuring of the loan and the 1st Respondent granted the request and the loan was restructured for a further twenty-four months commencing from 22nd of June 2018 to 22nd of June, 2020. The new terms and conditions of the restructured loan were contained in an offer letter of the 1st Respondent dated 22nd of June, 2018 and in a Facility Agreement and both were executed by the Appellant. The outstanding sum at the date of the restructuring of the loan facility was $33,814,859.35 (US Dollars).

A dispute arose between the Appellant and the 2nd Respondent in respect of the lease of property and the 2nd Respondent declined to further renew the lease and this led to the appellant commencing an action in suit No. LD/ADR/1499/17 against the 2nd Respondent. The action was resolved amicably and the 2nd Respondent made a payoff payment to the appellant, but the Appellant did not remit the payment received towards offsetting the loan obtained from the 1st Respondent.

The 1st Respondent having been aware of the settlement between the Appellant and the 2nd Respondent caused its Solicitors to address a letter to the Appellant demanding the payment of the entire outstanding loan plus accrued interest, which at the time was $39,172,776.34 (US Dollars), within seven days for breach of the terms of the facility by the surreptitious diversion of the rents collected from the 2nd Respondent. Counsel to the Appellant responded by a letter denying the allegation of breach of terms of the loan and noted that by the new terms of the restructured loan, the outstanding sum was to be liquidated by a bullet payment and not from the anticipated rental income from the 2nd Respondent and also that the loan was not due for repayment until June 2020.

The Appellant was dissatisfied with the decision of the trial and appealed to the Court of Appeal. The Court of Appeal dismissed the appeal. Further aggrieved by the decision of the Court of Appeal, the Appellant appealed to the Supreme Court.