Facts:

The respondent is a customer of the appellant bank. During the course of the banker-customer relationship between both parties, the respondent obtained some credit facilities and opened a MF account with the appellant.

Sometime in 2008, the respondent issued a public offer of its shares to the general public, with the appellant as one of its underwriters. The appellant undertook to underwrite the public offer in exchange for a certain number of shares in the respondent company. In 2009, the respondent sent a letter to the appellant requesting that it fulfilled its commitment on the public offer. In that letter, the respondent also requested that the amount be credited to its MF account with the appellant in order to net off its indebtedness to the appellant. However, the appellant failed to honour the respondent’s instruction.

Aggrieved, the respondent instituted an action at the Federal High Court seeking inter alia a declaration that the manner in which the appellant operated the respondent’s account was wrongful, irregular, unethical and contrary to all known banking regulations and practice. In response, the appellant filed its defence as well as a counter-claim. In a considered judgment delivered in 2017, the lower Court granted the claims as sought by the respondent and dismissed the appellant’s counter-claim.

Dissatisfied, the appellant appealed to the Court of Appeal.