RELIANCE TELECOMMUNICATIONS LIMITED v. MR. OLAORE
OLUFEMI ADEGBOYEGA
COURT OF APPEAL
(LAGOS DIVISION)
(IKYEGH, OGAKWU, TUKUR, JJ.CA)
FACTS
Reliance Telecommunications Limited (“the Appellant”) employed Mr. Olaore Olufemi Adegboyega (“the Respondent”) pursuant to a written contract of employment executed in 2004. The contract expressly provided that the Respondent’s appointment was subject to a probationary period of three months, and upon satisfactory completion of which his employment was to be confirmed. The contract further stipulated that during the probationary period, either party could terminate the employment with immediate effect, whereas after confirmation of the appointment, either party was required to give three months’ notice prior to termination.
Upon the expiration of the three-month probationary period, the Appellant neither issued a formal letter confirming the Respondent’s employment nor terminated the contract. Instead, the Appellant continued to retain the Respondent in its service, paid his salaries and other entitlements as and when due, and made representations to third parties indicating that the Respondent remained in its employment. The Respondent continued to discharge his duties under these circumstances without interruption. The employment relationship persisted in this manner until sometime in 2005, when the Appellant terminated the Respondent’s employment without giving any notice or payment in lieu of notice as stipulated under the contract of employment. The Respondent, who considered the termination to be in clear breach of the contractual terms governing his employment, became aggrieved by the Appellant’s actions.
Aggrieved by the termination of his employment, the Respondent instituted an action before the High Court of Lagos State, alleging wrongful dismissal of employment and claiming damages against the Appellant. At the conclusion of trial, the learned trial Judge found merit in the Respondent’s claims and entered judgment in his favour, holding the Appellant liable in damages for wrongful termination of employment. Dissatisfied with the decision of the trial court, the Appellant filed a Notice of Appeal at the Court of Appeal, Lagos Division, challenging the findings and conclusions of the trial Judge and seeking an order setting aside the judgment of the lower court. One of the issues raised for determination was: Whether the trial Court was right in holding that the Respondent’s employment was deemed confirmed immediately after the probation period without meeting the other conditions precedent and in the absence of a formal confirmation by the Appellant.
ARGUMENTS
Learned counsel for the Appellant submitted that the parties are bound by the terms of the contract which they freely entered into and that the court is duty-bound to give effect to those terms as agreed by the parties. Counsel argued that the clause in the Respondent’s contract of employment relating to confirmation of appointment clearly provides that the offer of employment was subject to a satisfactory medical examination and the satisfactory completion of a three-month probationary period from the date of assumption of duty, in addition to any other conditions that may be stipulated by the Board from time to time.
Relying on this provision, learned counsel contended that the conditions precedent to the confirmation of the Respondent’s employment were never fulfilled prior to the termination of the employment. He submitted that the Respondent himself admitted under cross-examination that his employment was never confirmed before it was terminated by the Appellant. Counsel therefore argued that the finding of the learned trial Judge that the Respondent’s employment was automatically confirmed upon the expiration of the probationary period was erroneous, speculative, and unsupported by law or the express terms of the contract.
Learned counsel further submitted that the trial court fell into grave error when it relied on matters extraneous to the contract of service in reaching its decision. In particular, counsel argued that the letter written at the request of the Respondent and addressed to the United States Embassy was irrelevant to the issues before the court and ought to have been expunged and discountenanced. He maintained that the said letter could not lawfully be used as the basis for holding that the Appellant made representations to third parties suggesting that the Respondent was in its employment. Finally, learned counsel submitted that the conduct of the Appellant did not, in the circumstances of the case, give rise to estoppel by conduct or representation, and that the doctrine was wholly inapplicable to the facts placed before the court.
Responding to the arguments of learned counsel for the Appellant, learned counsel for the Respondent submitted that it was not in dispute that the contract governing the relationship between the parties was the letter of employment executed at the commencement of the Respondent’s appointment. Learned counsel further submitted that the learned trial Judge was correct in holding that the Respondent’s employment was deemed confirmed, having regard to the conduct of the Appellant after the expiration of the three-month probationary period. Counsel contended that the Appellant, having allowed the Respondent to continue in its employment beyond the probationary period, paid his salaries and other entitlements without interruption, and treated him in all respects as a full employee, could not subsequently deny that the Respondent’s appointment had been confirmed.
It was further contended that the Appellant had, by its conduct, held the Respondent out to third parties as its employee and thereby waived its right to insist on the issuance of a formal letter of confirmation. Learned counsel argued that such conduct gave rise to estoppel by representation, preventing the Appellant from resiling from the clear impression it had created regarding the Respondent’s employment status.
Learned counsel for the Respondent submitted that the contention was misconceived and unsupported by the record of proceedings. Counsel argued that the letter written by the Appellant to the United States Embassy at the instance of the Respondent, for the purpose of facilitating the procurement of a United States visa, was written long after the expiration of the probationary period and in the course of the Respondent’s employment. He maintained that the said letter was clearly relevant to the issue of whether the Respondent’s appointment had been confirmed, as it constituted a representation by the Appellant to a third party affirming that the Respondent was its employee. Counsel therefore urged the Court to resolve the issue in favour of the Respondent and affirm the judgment of the trial court.
DECISION OF THE COURT
In resolving the issue, the Court of Appeal held that:
Where an employer, after the expiration of an employee’s probationary period, fails to confirm the employee’s appointment formally but continues to retain the employee in its service, pays all his entitlements, and makes representations to third parties holding the employee out as being in its employment, such employer will be deemed to have waived its right to insist on the issuance of a formal letter of confirmation.
The Court further held that the Appellant, having allowed the Respondent to continue in its employment beyond the three-month probationary period, paid his salaries and entitlements, and made representations to third parties affirming that the Respondent was its employee several months after the probationary period, must be deemed to have impliedly confirmed the Respondent’s employment. In the circumstances of the case, the Court held that the doctrine of estoppel by conduct or representation was rightly invoked against the Appellant, and the absence of a formal letter of confirmation could not defeat the Respondent’s claim.
Issue resolved in favour of the Respondent.
M.T Odechima with V. I. Okafor for Appellant
TS. Adewuyi with T. O. Shittu (Miss) for Respondent
This summary is fully reported at (2017) 8 CLRN in association with ALP NG & Co.
See www.clrndirect.com ; www.alp.company.
