Facts:

The appeal and the cross-appeal originated from a contract of sale transaction between the 1st respondent (Ivory Merchant Bank) as the seller and the 2nd and 3rd respondents (Pagade & Pagade Holdings) as the buyers. In the transaction, the 2nd and 3rd respondents bought a crumb rubber processing machinery from the 1st respondent for the purpose of equipping its crumb rubber manufacturing plant. The machinery was sold by the 1st respondent as new and in good quality as to its merchantability and fitness for the purpose it was purchased. The representation made by the 1st respondent turned out to be false which led the 2nd and 3rd respondents instituting an action for damages for breach of contract against the 1st respondent at the Lagos State High Court. The 1st respondent as the defendant in the action in its statement of defence denied liability and attributed the state of the machinery it sold, to the negligent or fraudulent misrepresentations made to it by Cotecna, the Third Party/Appellant. Consequently, the 1st respondent as the defendant in the action against it by the 2nd and 3rd respondents as plaintiffs, commenced Third Party Proceedings in the same High Court against the Third Party/Appellant by issuing of a Third Party Notice seeking contribution or indemnity from the Third Party/Appellant as the defendant in the Third Party Proceedings in respect of the 2nd and 3rd respondents’ claim.