Facts:

The Appellant paid the sum of US $9,999,925 to the Respondent, an investment fund manager, to purchase certain blue chip shares on its behalf. The respondent proceeded to invest the entire sum in convertible preference shares of MTS First Wireless Ltd. Unfortunately, MTS entered into liquidation and the appellant became aggrieved.

The appellant instituted an action against the respondent at the Lagos State High Court, seeking inter alia a refund of the amount it gave the respondent for investment. Its claim was on the ground that it did not authorize the respondent to act as its nominee and invest in the convertible preference shares of the liquidated company. In response, the respondent filed its statement of defence denying the allegations raised by the appellant. The lower court examined documentary evidence adduced by parties and its final decision, dismissed the appellant’s suit for lacking in merit.

Dissatisfied, the appellant appealed to the Court of Appeal.