Facts:

The 1st Defendant, now the 1st Respondent, sold Hallmark Homes Limited to the Plaintiff, now the Appellant, sometime in 2015. Initially, on July 2, 2010, the 1st Respondent made an offer to sell Hallmark Homes Ltd to the Appellant, which the latter accepted by making an initial payment of ₦100,050,000, representing 10% of its total bid. However, the 1st Respondent later cancelled the bid after about a year. Subsequently, on July 13, 2011, the 1st Respondent issued a new offer for ₦1,150,000,000, which the Appellant accepted through a letter dated August 10, 2011. On April 19, 2012, when the Appellant attempted to recover loans from Hallmark Homes’ debtors following the transfer of assets, it was informed by the 1st Respondent that some of the debtors had already repaid their loans before the sale. The Appellant contended that the 1st Respondent had excluded certain assets of Hallmark Homes from the sale, prompting it to send two letters, both dated November 20, 2011. In response, the 1st Respondent, through a letter dated January 11, 2013, offered to sell the same assets it had previously claimed were sold.

The Appellant further asserted that the final set of agreements between the parties was returned to the 1st Respondent on July 9, 2014. After several unsuccessful attempts to secure the release of the outstanding properties, the Appellant engaged a financial consultant, who wrote to the 2nd Respondent on February 19, 2015, as stated in paragraph 80 of its statement of claim. Following multiple unfruitful exchanges regarding the delivery of the complete properties, the Appellant sought the intervention of the 2nd Respondent, the Central Bank, as the statutory regulator overseeing the 1st Respondent. On January 26, 2016, the Appellant’s solicitors issued a letter notifying the 1st Respondent of its intent to initiate legal action. The 1st Respondent replied on February 29, 2016, and the response was received in March 2016. Consequently, the Appellant filed a writ of summons against the Respondents, seeking specific reliefs. While the 2nd Respondent entered a conditional appearance on January 27, 2017, and filed a Notice of Preliminary Objection without a statement of defence, the 1st Respondent submitted both a Notice of Preliminary Objection and a statement of defence. The 1st Respondent’s primary objection was that the suit concerned a simple contract dispute, over which the Federal High Court lacked jurisdiction. The Appellant responded with a reply on points of law.

The trial court consolidated the two preliminary objections, considered the arguments, and ultimately ruled in favour of the Respondents, dismissing the Appellant’s claims.

Dissatisfied with the decision of the trial Court, the Appellant appealed to the Court of Appeal.