Facts:

This is an appeal against the decision of the High Court of Lagos State.

The Appellant entered into a quarterly agreement with the Respondents by which they had a distributorship relationship, for Appellant to be distributing Respondents’ products in Lagos and other parts of Nigeria. Towards this end, Appellant established offices in strategic locations in the Country, where it employed workers to man the offices. Everything went well, and in the process, Appellant made over 30 Million Dollars as turnover for the Respondents, within a short period; but to Appellant’s surprise, before the expiration of the last quarterly agreement with Respondents, the Respondents, unilaterally, terminated the contract, without notice to the Appellant. The Respondents went directly to the dealers, that is, the channelled partners created by the Appellant and informed them that Appellant was no longer their (Respondents’) distributor. That, naturally, led to the dealers stopping to deal with the Appellant, causing Appellant colossal loss, which it had not recovered from.

Aggrieved by the action of the Respondents the Appellant filed an action at the trail Court.

The Respondents denied having any legal contract with Appellant, saying there was no privity of contract between Appellant and the Respondents. But admitted some dealing between Appellant and 2nd Respondent, as per the Memorandum of Understanding (M.O.U.) but added that the M.O.U. did not evident a contract, because it did not contain what a valid contract ought to have. Respondents asked for dismissal of the claim.

In its final judgment, the trial Court held that the denial of the relationship by the Respondents with Appellant was a white lie (that is false), and said that the 2nd Respondent had acted as agent of the 1st Respondent in the matter that brought about the suit. The Court further held that the supply of Samsung products to the Appellant by the 1st Respondent ceased on the termination of the M.O.U., executed between Appellant and the 2nd Respondent.

Dissatisfied with some parts of the judgment, the Appellant appealed to the Court of Appeal. The Respondents also a cross-appealed.