Facts:

The 1st and 2nd respondents entered into a contract for the delivery and installation of telecommunication equipment with the 3rd respondent. The 1st and 2nd respondents were the suppliers while the 3rd respondent was the customer. The appellant agreed to guarantee the contract and secure the payment of the sum of $13,027,585.16 (Thirteen Million and Twenty Seven Thousand, Five Hundred and Eighty Five United States Dollars, Sixteen Cents) being the total monetary value of the telecommunication equipment in the event that the 3rd respondent defaulted in making payment to the 1st and 2nd respondents for the equipment. The 1st and 2nd respondents made a demand on the appellant when the 3rd respondent defaulted in making outstanding payment for the equipment supplied and installed. The appellant denied liability and refused to redeem the guarantee and consequently filed a suit at the High Court of Lagos State to set aside the bank guarantee. The appellant alleged that the respondents altered the terms of the 3rd respondent’s payment obligation without its consent and knowledge thereby violating the bank guarantee and consequently discharging the appellant from its obligation under the contract of guarantee. The 1st and 2nd respondents filed their defence and counterclaimed against the appellant.

After hearing the parties, the learned trial Judge dismissed the suit of the appellant and held that the appellant was liable to the 1st and 2nd respondents in the sum claimed in their counterclaim. The appellant was aggrieved and filed a notice of appeal at the Court of Appeal, Lagos Division urging the court to reverse the trial court. One of the issues distilled for determination is whether considering the facts and circumstances of the case, the trial court was right to have held that the appellant was liable to the 1st and 2nd respondents as indicated in the guarantee notwithstanding the fact that the respondents altered and varied the terms of the contract without the knowledge and consent of the appellant.