An agent must have valid and verifiable authority before he can transfer title to a purchaser

GODDY EDOSA v. EGUAGIE EHIMWENMA & 2 ORS.

SUPREME COURT OF NIGERIA

(MUHAMMAD; NWEZE; AJI; GARBA; JAURO: JJ.SC)

FACTS

Eguagie Ehimwenma and Enoma Ehimwenma (the 1st and 2nd Respondents) instituted an action against Goddy Edosa (the Appellant) and the mother of the 1st Respondent (the 2nd Defendant), claiming ownership of properties situate at Plots 20B and 20C, Dawson Lane, Benin City. The Respondents asserted that they inherited these properties from their late father in 1978 under Benin Native Law and Custom. Although resident in the United States, they entrusted the management of the properties to Oyeman Ehimwenma (the 3rd Respondent), who resided in Benin City and supervised the daily management of the properties.

On 19 June 2004, the Appellant allegedly entered the properties, forcefully ejected the tenants, demolished the building on Plot 20B, and destroyed economic trees on Plot 20C. The Appellant claimed that he had purchased Plot 20B for valuable consideration on 18 June 2004 from the 2nd Defendant, the mother of the 1st Respondent, asserting that she acted on the instruction and authority of the 1st Respondent. He further contended that the 1st Respondent verbally empowered his mother to sell the property. However, the 1st Respondent later denied authorising the sale, thereby rescinding the transaction and challenging its validity.

At the trial, the court found in favour of the Respondents, upheld their title to the properties, and dismissed all claims advanced by the Appellant. Dissatisfied, the Appellant appealed to the Court of Appeal, arguing, among other things, that the trial court failed to properly consider evidence allegedly demonstrating that the 2nd Defendant acted with the authority of the 1st Respondent. The Appellant also contended that the absence of written authority should not invalidate the sale, relying on oral instructions as legally sufficient. The Court of Appeal, however, affirmed the decision of the trial court and dismissed the appeal, holding that the 2nd Defendant lacked valid authority to sell the property and that the Appellant failed to prove title. Aggrieved by this decision, the Appellant subsequently appealed to the Supreme Court, seeking to overturn the lower courts’ findings.

One of the issues for determination was: Whether the sale of the property in dispute to the appellant by the 2nd defendant can be rendered invalid in the absence of a written authority from the 1strespondent to act on his behalf.

ARGUMENTS

Learned counsel for the Appellant argued that oral or verbal authority from the 1st Respondent to the 2nd Defendant who was the Appellant’s mother, was sufficient to validate the sale of the disputed property. He relied heavily on the affidavit evidence of Gentle Ehimwenma, which purportedly confirmed that the 1st Respondent had verbally authorised the 2nd Defendant to effect the transaction. Counsel submitted that the absence of a written instrument should not automatically vitiate the sale, particularly where there was consistent and credible evidence from the appellant, PW1, and Gentle Ehimwenma demonstrating that the 2nd Defendant acted pursuant to the instructions of the 1st Respondent. He emphasised that the law recognises oral authority in certain circumstances, especially where it can be corroborated by credible witnesses, and urged the court to consider the totality of the evidence to determine whether the 1st Respondent’s verbal consent was legally sufficient to authorise the sale. Counsel maintained that the Appellant had acted in good faith, having relied on the apparent authority of the 2nd Defendant, and that to disregard such evidence would be inequitable.

Responding to the arguments, learned counsel for the Respondents contended that a valid sale of land through an agent requires written authority, particularly where the transaction involves the execution of a deed, as was the case here. He submitted that the 2nd Defendant, despite being the 1st Respondent’s mother, had no legal oral authority or otherwise to sell the property. He argued that the 1st Respondent had appointed the 3rd Respondent to manage the property, and there was no evidence of any written authorisation empowering his mother to dispose of the land. Counsel further argued that reliance on oral instructions alone could not transfer title under established legal principles. Statutory provisions require written authority to prevent disputes over land transactions. Consequently, he submitted that the sale was invalid and that the Appellant acquired no legal or equitable interest in the property, regardless of his reliance on the 2nd Defendant’s purported authority.

DECISION OF THE COURT

In resolving the issue, the Supreme Court held that:

Land may be sold or transferred through an agent; however, the authority of the agent must be properly verified, and the root of title must be carefully traced to ensure that it genuinely resides in the grantor. Where the person with the real and valid root of title denies granting such authority, any purported sale becomes defective and ineffectual. In such circumstances, the purchaser for value acquires no legal interest in the land, as one cannot transfer a better title than one possesses.

The Supreme Court explained that where land is sold through an agent, it is advisable that the instrument of authority authorizing the agent to sell the property should be in writing to avoid disputes, although it may be oral where it is not contested and is clearly confirmed by the true owner. However, where the transaction involves the execution of a deed, the agent must be formally appointed by a deed. In effect, an agent cannot validly transfer an interest in land unless such authority is given in writing.

In this case, the Supreme Court held that there was no evidence at the trial court to show that the 1st Respondent’s mother, had any authority to sell the property to the Appellant or anyone else. Simply pointing out that she is the mother of the 1st Respondent was irrelevant and carried no legal weight as a mere parent child relationship does not birth an agency relationship.

Issue resolved in favour of the Respondent.

E. O. Afolabi, Esq. (with him, A. I. Nnaji, Esq.) – for the Appellant.

Victor Ogunde, Esq. (with him, Clifford Omigie, Esq. and Kehinde Wilkeys, Esq.) – for the Respondents.

This summary is fully reported at (2024) 3 CLRN in association with ALP NG & Co.

See www.clrndirect.com ; www.alp.company.