Facts:

This appeal is against the decision of the High Court of Lagos State (lower court) delivered by Y. O. Idowu, J. on the 16th day of September 2011.

The Respondent (as Claimant in the lower Court) via a Writ of Summons instituted an action against the Appellant (as Defendant in the lower Court) for a declaration that the Respondent is the rightful owner and is entitled to all the property located and situated at No. 102A Island Way Dolphin Estate, Ikoyi, Lagos, among other reliefs. Their grounds for the institution of this suit was that sometimes in 2001, the defunct Metropolitan Bank Limited (“the Bank”) granted the Respondent a loan facility of N7.5m to finance the acquisition of a developed property situated at No. 102A Island Way, Dolphin Estate, Ikoyi, Lagos. The understanding was that the Bank would have a lien on the title deeds until the principal sum and accrued interest thereon were liquidated. The respondent alleged that it had fully repaid the loan but the Bank held on to the title deeds and sought to foreclose on the property. The Respondent further alleged that the Bank opened a letter of credit in the sum of N22,174,730.84 on 19/7/02 at the instance of the Respondent in favour of a named beneficiary in France at the exchange rate of N117 per US $ 1 (as agreed) prior to the introduction of the Dutch Auction System Central Bank of Nigeria (CBN) on the 22nd of, July, 2002 and the attendant surge in exchange rate from N117/1$ to N137 per US $1, but the Bank short-changed the Respondent with “a quantum of unwarranted interest” in excess of N10m even though the Dutch Auction System was not retroactive and could not nullify a concluded transaction, thus its grievance.

Issues were joined on the merits, with the Bank conceding the fact that the Dutch Auction System did not have a retroactive effect, but denied that there was mutual agreement on all terms and conditions, particularly in relation to the exchange rate. The Bank equally denied that the loan was fully repaid as alleged or at all, and to this effect filed a counterclaim against the Respondent. Into the course of the proceeding, the Bank’s licence was revoked by the Central Bank of Nigeria, and the revocation was further published in Official Gazette, whereupon the Respondent applied ex parte to substitute the Bank with NDIC, who was appointed as the liquidator, of which application was granted by the lower Court. NDIC did not challenge the order of substitution or otherwise seek to set it aside. Rather, it proceeded to file a further amended statement of defence and counterclaim.

At the close of trial, the lower court delivered final judgment, granting the main claim in part to the extent of declaring the Respondent the rightful owner of the disputed property and no more, while dismissing the counterclaim whole and entire.

The Appellants being dissatisfied with the judgement of the lower court appealed to the Court of Appeal.