Can a Company like Human Claim Emotional Suffering?

CASE TITLE: FCMB V. ABDUL GAFARU & CO. LTD & ORS LPELR-82795(SC)
JUDGMENT DATE: 12TH DECEMBER, 2025
JUSTICES: JOHN INYANG OKORO, J.S.C.
HELEN MORONKEJI OGUNWUMIJU, J.S.C.
OBANDE FESTUS OGBUINYA, J.S.C.
STEPHEN JONAH ADAH, J.S.C.
ABUBAKAR SADIQ UMAR, J.S.C.

PRACTICE AREA: COMPANY LAW

FACTS:

This appeal borders on Company Law.

This appeal is against the decision of the Court of Appeal, Makurdi Judicial Division delivered on the 13th day of February, 2017.

The 1st respondent had an arbitration with the Federal Government of Nigeria and won. She then became an arbitral award creditor. In a bid to enforce the arbitral award, the respondents initiated garnishee proceedings against the Federal Government of Nigeria at the Federal High Court, Abuja, in Suit No: FHC/ABJ/ARB/1/08. The Federal High Court subsequently made a garnishee order absolute against the monies of the Federal Government of Nigeria held in the consolidated Revenue Fund of the Federation in the custody of the Central Bank of Nigeria (CBN), for the satisfaction of the judgment debt

​Following the garnishee order absolute, the Central Bank of Nigeria (CBN), on 29th October, 2008, transferred the sum of N3,040,094,393.57 to the appellant. On 3rd November, 2008, the appellant wrote to the Central Bank of Nigeria, seeking confirmation of the basis for the inflow. In its response dated 7th November, 2008, the Central Bank of Nigeria, confirmed the payment made to the account of the 1st Respondent domiciled with the appellant and that it was a valid payment instruction.

While the appellant awaited confirmation from the Central Bank of Nigeria, the respondents approached the High Court of Nasarawa State in Suit No: NSD/K32/2008 and obtained an order directing the appellant to credit the 1st respondent’s account with the judgment sum within forty-eight hours. Eventually the appellant got the confirmation from the Central Bank. Pursuant to the Central Bank’s confirmation contained in its letter of 7th November, 2008, the appellant, on 11th November, 2008, credited the 1st respondent’s account domiciled with it with the sum of N3,040,094,393.57. By the consent of the parties, the said sum was placed in an interest yielding call account. The deposit was rolled over for the first thirteen days from the date of the lodgment, earning interest in the sum of N6,802,834.18, which was subsequently paid to the 1st respondent by the appellant. However, by a letter dated 11th November, 2008, the Attorney-General of the Federation (AGF) directed the appellant not to release the said sum to the 1st respondent, the creditor. The directive was based on several grounds, the principal of which was that the statutory consent required for the commencement of garnishee proceedings to enforce an arbitral award had not been sought or obtained in accordance with Section 84 of the Sheriff and Civil Process Act. In a further letter dated 13th November, 2008, addressed to the Governor of the Central Bank of Nigeria, the Attorney General of the Federation requested the bank to instruct the appellant to recover the funds already released to the respondents.

In compliance with the directive of the Attorney General of the Federation contained in a letter dated 11th November, 2008, the appellant promptly took steps to secure the disputed funds. Acting on this instruction, the appellant placed a Post-No-Debit restriction on the account of the 1st respondent to prevent further withdrawals. Thereafter, the appellant forwarded a draft representing the balance remaining in the 1st respondent’s account, amounting to N1,718,996,983.16, to the Central Bank of Nigeria on 22nd December, 2008. By that date, the 1st respondent had already withdrawn N1,321,097,410, leaving the said balance which was duly remitted to the Central Bank. After verifying the judgment debt through a Committee, the Attorney General of the Federation subsequently authorized the appellant to credit the account of the 1st respondent with the verified judgment sum.

Following the imposition of the Post-No-Debit restriction, the respondents instituted an action against the appellant before the Nasarawa State High Court in Suit No: NSD/K.34/09: Abdul Gafaru Yusuf & Others v. FinBank Plc. They claimed the following reliefs among others:

1. N113,651,250.31 being 20% interest on investment rolled from the day to day on sum of N3,040,094,393.57 (Three Billion and Forty Million, Ninety Thousand and Ninety-Three Naira, Fifty-Seven Kobo) only being Plaintiffs money or credit in their account with the Defendant from 30th day of October, 2008 to 5th January, 2009.

2. Twenty-Five Million Naira (N25,000,000.00) being the amount paid as legal expenses imposed and incurred as a result of litigation in various Courts.

In a considered judgment the trial Court found in favour of the respondents and entered judgment against the appellant in the sum of N95,947,272.04 as interest for the period between 30th October, 2008 and 5th January, 2009, and N150,000,000 as damages.

Dissatisfied with the decision, the appellant appealed to the Court of Appeal. However, the Court of Appeal in its judgment delivered, upheld the decision of the trial Court and dismissed the appeal.

Still aggrieved by the decision of the Court of Appeal, the appellant appealed in the instant appeal.

ISSUES:

The Court determined the appeal on these issues:

1. Whether having regard to the settled position of law, the pleadings and the lawful evidence before the trial Court, the lower Court rightly affirmed damages awarded by the trial Court in favour of the Respondents and if so, whether the amount awarded was not excessive?

2. Whether the lower Court was right when it affirmed the decision of the trial Court that the interest to be awarded is at the rate of 18% and on the whole initial inflow of N3,040,094,393.57?

COUNSEL SUBMISSIONS:

On the first issue, the learned counsel for the appellant drew the attention of this Court to the decision of the lower Court affirming the judgment of the trial Court as to damages awarded to the Respondents’ Directors, arguing that there is no extant legislation that subrogates rights of restitution for emotional injuries for artificial entities. He contended that the incorporated entities do not possess the emotional feelings of trauma, frustration or embarrassment and that these attributes are unique and peculiar to only natural persons. That the law provides for an incorporated entities to sue and be sued for damages that inures to its credit, it doesn’t contemplate reliefs for injuries to emotions, therefore the parity of reasoning tilts in the favour of the appellant. The learned counsel contended that it is not rational that the Respondents suffered embarrassments from dishonored drafts/managers’ cheques which are instruments of the appellant and not the respondents, therefore, it is impracticable for the respondents to be entitled to an award in damages for embarrassment and humiliation meant for the appellant for dishonoring its instruments. He contended also that the third relief of the respondents as plaintiffs at the trial Court were damages for their directors/officers alone, therefore the grant of damages to the respondents instead of its directors/officers amounts to the trial Court granting a relief that was not sought for by the respondents which the lower Court affirmed in error. That the award of such damages ought to be set aside. He relied on the cases of Duyile v. Ogunbayo & Sons Ltd (1988) 1 NWLR (Pt. 72) 601 & Edem v. Orpheo Nig. Ltd (2003) 13 NWLR (Pt. 838) 537; Balogun v. NBN Ltd (1978) 3 SC (Reprint) 111; Diamond Bank Ltd v. P.I.C Ltd (2009) 18 NWLR (Pt. 1172)67.

In his response, the learned counsel for the respondents submitted that the lower Court was right in affirming the judgment of the trial Court and that the grant of the relief for award of damages by the trial Court in favour of the respondents are predicated on established rights to reliefs and specifically sought based on substantive evidence placed before the trial Court. That the respondents through their witness established credible evidence that their business transactions were stalled by the denial of access to funds in custody of the appellant without any Court order empowering the restraints, that the dishonored bank drafts/cheques issued by the respondents to its suppliers, agents and directors as commitments to their business partners occasioned varying hardship on the directors before their creditors and suppliers which the appellant did not discredit or contest these facts.

DECISION/HELD:

In the final analysis, the appeal was allowed in part.

RATIO:

DAMAGES – GENERAL DAMAGES: Whether general damages for trauma, humiliation or emotional distress can be awarded to an artificial person/entity

“The respondents who were the plaintiffs, being registered companies are not natural persons with body, mind, feelings or emotions. Therefore, they cannot suffer pain, humiliations, trauma or emotional distress in the human sense. They, as companies can claim other pecuniary or propriety damages but not anything that has to do with feelings and emotions. This is apt because they are artificial personalities without flesh, blood and soul. It is settled beyond any controversy that general damages are normally awarded where any loss is suffered by a party to a case. This has been explained times without number by this Court. For instance, in the case of Yalaju-Amaye v. Associated Registered Engineering Contractors Ltd & Ors. (1990) LPELR – 3511 (SC), this Court per Karibi-Whyte, JSC, held at page 47, thus:

“It is well settled law that general damages is the kind of damage which the law presumes to now flow from the wrong complained of. They are such as the Court will award in the circumstances of a case, in the absence of any yardstick with which to assess the award except by presuming the ordinary expectations of a reasonable man. See Lar v. Stirling Astaldi Ltd (1977) 11/12 SC. 53; Omonuwa v. Wahabi (1976) 4 SC 3. General damages may be awarded to assuage such a loss which flows naturally from the defendant’s act. It need not to be specifically pleaded. It arises from inference of law and need not be proved by evidence. It suffices if it is generally averred. See Incar v. Benson (1975) 3 SC 117. They are presumed by the law to be the direct and probable consequence of the act complained of. Unlike special damages, it is generally incapable of substantially exact calculation. See Odulaja v. Haddad (1973) 11 SC 357.”

It is evident that general damages represent losses that naturally and directly flow from the wrongful act of the defendant and they are awarded as a matter of law upon the facts established by the claimant. In the present case, the respondents did not claim damages for loss of business or profit. Such claims in any event, would properly fall under special damages. Rather, the damages sought were for trauma, humiliation and emotional distress allegedly suffered by the director of the respondents companies. As earlier noted, that claim is fundamentally misconceived. The directors were not parties to the action and cannot benefit from a judgment in a suit to which they did not submit themselves. More importantly, the respondents, being artificial legal entities, are incapable of experiencing trauma, humiliation or emotional distress. They therefore, cannot validly maintain a claim for such damages. In the circumstances, the award of damages for trauma, humiliation or emotional distress cannot stand. Our Courts have repeatedly affirmed that artificial persons being creatures of statute lack human feelings and cannot suffer sentiments or emotions. A company, not being a natural person, cannot suffer shock, anxiety or emotional upset. Damages premised on personal suffering cannot be awarded to non-human entities. It follows therefore, that the lower Courts were in grave error in awarding such damages to the respondents and this Court will in the interest of justice intervene to quash the said award of general damages.” Per ADAH, J.S.C.

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