The High Court of Lagos State has delivered judgment in a protracted real estate dispute between Oak Homes Multinational Services Limited and Mr Anthony Ehiedu Ugbebor concerning two units of 3-bedroom apartments at Oak Residences, 14A Musa Yar’Adua Street, Victoria Island, Lagos, holding that both parties deviated from the original contractual timelines by mutual conduct, that the deviation constituted a novation of contract in law extinguishing the original agreement, ordering the Economic and Financial Crimes Commission (EFCC) to return to the buyer all sums totalling N102 million paid to it by the developer through Manager’s Cheques, ordering the developer to remit the balance of payments to the buyer, and rejecting the buyer’s counterclaim in its entirety, including claims for specific performance and an alternative claim of N1.12 billion representing the alleged current market value of equivalent apartments.
The judgment was delivered on Monday, June 15, 2026, by Honourable Justice A.A. George of Court 62, Lagos High Court, Lagos Judicial Division, in Suit No. LD/4471LM/2023.
The Contract
The dispute arose from a Letter of Offer dated November 6, 2017, by which Oak Homes offered Mr Ugbebor, a Nigerian resident in New York, USA, two units of 3-bedroom apartments on the second floor at Oak Residences for N95,000,000 each, totalling N190,000,000.
The payment structure was milestone-based: an initial commitment deposit of 45 per cent (N85,500,000 for both units) payable upon acceptance or by November 24, 2017; a second payment of 35 per cent (N66,500,000 for both units) payable upon roofing, expected by July 2018; and a final payment of 20 per cent (N38,000,000 for both units) upon completion.
What Actually Happened
Mr Ugbebor accepted the offer on November 6, 2017, and paid the initial commitment deposit on November 24, 2017. However, the court found that no further payment was made until April 9, 2020, a period of over 13 months after the agreed expected handover date of February 28, 2019, when he paid N49,500,000.
Further payments followed: N7,000,000 on November 4, 2020, and N10,000,000 on November 30, 2020. The final payment, bringing the total to N152,000,000 out of the N190,000,000 contract price, came in June 2022.
The court noted that these payment delays were undisputed facts known to both parties. The court also found that there was no evidence that the developer complained about the delayed payments or raised any issue of breach by reason of the delay, and equally no evidence that the buyer, between February 2019 and November 2020 when he resumed paying, complained about the developer’s conduct regarding project timelines.
The EFCC Intervention
Rather than pursuing the dispute through civil proceedings, Mr Ugbebor petitioned the EFCC in October 2022. In a letter dated October 31, 2022, his counsel wrote to the EFCC alleging that “the project was a bogus one deliberately contrived by the suspects to defraud him and other unsuspecting investors across the globe of their resources,” and requesting the EFCC to “step into this to investigate with a view to ensuring that the suspects are brought to book.”
The EFCC intervention led to the developer raising bank drafts in different instalment sums totalling N102,000,000, which were delivered to and received by the EFCC supposedly in furtherance of its investigation activities.
According to the developer, at the point of making a final payment of N50,000,000 to the EFCC, the commission turned around and claimed that the buyer “is no longer interested in the money but wants the 2 units of apartments as stated in the Letter of Offer.” Thereafter, the EFCC claimed it advised both parties to resolve the matter in civil court, acknowledging that the issues were “actually outside the remit of the 2nd Defendant as provided under the EFCC Act 2004.”
The Claims and Counterclaims
Oak Homes commenced the suit seeking, among other reliefs, a declaration that the contract had been terminated by the conduct of the buyer in alleging fraud and deploying the EFCC as his agent for debt recovery, an order compelling the EFCC to return all sums paid to it by the developer, and N50 million in damages for trespass, obstruction of work, and emotional stress.
Mr Ugbebor filed a counterclaim seeking a declaration that the contract was valid and subsisting, specific performance directing the developer to complete and hand over the apartments, special damages of N20 million, and general damages of N10 million. In the alternative, he sought N1,120,000,000, representing what he claimed was the current market value of two equivalent apartments, plus 20 per cent annual interest from 2017 until full liquidation, special damages of N20 million, general damages of N10 million, and solicitor’s fees of N5 million.
The developer was represented by Adeleke Agbola, SAN. The buyer appeared virtually through counsel. The EFCC filed a Statement of Defence but was not represented at certain stages of the proceedings.
The Court’s Analysis: Novation of Contract
Justice George’s central finding was that the mutual deviation by both parties from the original contractual terms, the buyer’s failure to meet payment milestones and the developer’s acceptance of late payments without complaint, created a new contractual relationship by operation of the doctrine of novation, extinguishing the original contract.
“It appears that from the acts of both parties to this contract, a new contract or new terms to a contract by consent and conduct of both parties express or implied is deemed to have been substituted for or with the one originally made,” the court held.
The court cited the Supreme Court’s definition of novation in Union Beverages Ltd v. Owolabi (1988): “A novation is a transaction whereby a new contract or new parties to a contract by consent of both parties express or implied is deemed to have been substituted for or with the one originally made, or a material part thereof is added to or materially amended.”
The court also relied on Grover v. International Textile Industries (Nig) Ltd (1976), Phillips v. Arco Ltd (1971), and Polak Investment and Leasing Co. Ltd v. Sterling Capital Market Ltd (2018) for the proposition that novation occurs when an obligation is released upon the terms that simultaneously another obligation takes its place.
However, the court found that the new contract created by the parties’ conduct did not establish critical terms: “The details of the new contract espoused by the conducts of the Claimant and the 1st Defendant herein does not give an exposition as to the time frame and date of delivery of the said apartment to the 1st Defendant by the Claimant. The new agreement between parties does not also distil the timeframe in which payments ought to have been continued.”
The court further held that both parties were in breach of the earlier contractual terms: “It is the utmost observation of this Honourable Court that both the Claimant and the 1st Defendant were in breach of the earlier contractual terms between them by way of inability to meet up with payment timelines and the act of collection of payments by the Claimant despite the 1st Defendant being in breach.”
The court described the developer’s filing of the suit as “an attempt by the Claimant herein to profit from the breach of an already terminated contract by way of the principle of novation of contract.”
Oral Evidence Cannot Alter Written Contracts
The court addressed the question of whether extrinsic conduct or oral arguments could alter a written agreement, holding firmly that they cannot.
Citing Dr Dayo Awonuga v. Mr Patrick Daniel & Ors (2022), the court quoted: “Conduct or oral argument cannot alter the content of a written agreement. Never! It is impossible. Parties to a written agreement are not allowed to draw inference from the actions and conducts of the other party which is outside the written terms and agreement of the contract.”
The court also relied on Section 128 of the Evidence Act 2011, the doctrine of pacta sunt servanda (agreements must be kept), and the Supreme Court’s pronouncement in Arjay Ltd v. AMS Ltd (2003) that parties “are bound by the provisions of the contract or agreement” and “cannot ordinarily resile from a contract or agreement just because he later found that the conditions are not favourable to him.”
“EFCC Is Not a Debt Recovery Agency”
The court delivered pointed observations on the EFCC’s role, finding that the commission acted as “a debt recovery agent for the 1st Defendant in recovering the alleged sums initially taken by the Claimant from the 1st Defendant.”
The court quoted extensively from the Court of Appeal’s decision in Chief Gerald Onuchukwu v. EFCC & Ors (2018), where Nimpar JCA stated: “For sake of emphasis, let me reiterate that the 1st Respondent is not a debt recovery agent for financial institutions, that would be using scarce public resources wrongly. The practice has become rampant and it must be checked.”
The court further quoted the Supreme Court in Diamond Bank v. Opara & Ors (2018): “The powers conferred on the EFCC to receive complaints and prevent and/or fight the commission of financial crimes in Nigeria does not extend to the investigation and/or resolution of disputes arising from simple contracts or civil transactions. The EFCC has inherent duty to scrutinise all complaints that it receives carefully, no matter how carefully crafted by the complaining party, and be bold enough to counsel such complainant to seek appropriate lawful means to resolve their disputes. Alas! The EFCC is not a debt recovery agency and should refrain from being used as such.”
The Supreme Court further observed: “What is even more disturbing in recent times is the way and manner the Police and some other security agencies, rather than focus squarely on their statutory functions of investigation, preventing and prosecuting crimes, allow themselves to be used by overzealous and/or unscrupulous characters for the recovery of debts arising from simple contracts, loans or purely civil transactions.”
The Orders
The court granted the following orders:
First, a declaration that the contract between the developer and the buyer for the sublease of the property at 14A Musa Yar’Adua Street, Victoria Island, has been terminated by the conduct of both parties by way of the doctrine of novation of contract.
Second, an order compelling the EFCC to give the buyer all sums paid to it by the developer through Manager’s Cheques, being the N102,000,000 collected during the EFCC’s intervention.
Third, an order that the developer immediately remit the balance of payments made to it by the buyer.
Fourth, no order as to costs.
The court rejected the developer’s claims for damages for trespass (N50 million) and costs (N5 million), holding that these reliefs failed along with the main claim. The court also rejected the buyer’s counterclaim in its entirety, including the claim for specific performance, the claim for special damages of N20 million, the claim for general damages of N10 million, and the alternative claim of N1.12 billion.
Oak Homes’ Response
In a press statement following the judgment, Oak Homes described the decision as vindication after “years of false allegations and coordinated media attacks.”
“For years, Oak Homes and its Chief Executive, Mr Olukayode Olusanya, have been the target of a deliberate and sustained campaign of reputational attacks, sponsored and amplified across internet platforms and social media. Our company made a conscious and principled decision not to respond in kind. We chose to trust the justice system to speak. It has now spoken clearly and unambiguously,” the company stated.
“We are a company built on integrity, transparency and a genuine commitment to delivering quality real estate to Nigerians at home and in the diaspora. We have never defrauded anyone. The Court has confirmed this,” Oak Homes added.
The company thanked its legal team led by Adeleke Agbola, SAN.
The Broader Significance
The judgment reinforces several important principles. First, that where both parties to a contract deviate from the agreed terms by mutual conduct, the original contract may be extinguished by novation and replaced by a new contractual relationship defined by the parties’ actual conduct. Second, that a written contract speaks for itself and oral evidence cannot be used to contradict, alter, or add to its terms. Third, and perhaps most significantly for the wider public, that the EFCC is not a debt recovery agency and cannot be deployed by aggrieved parties to civil transactions to apply criminal pressure on their contractual counterparts.
The court’s finding that the EFCC “stood out as a debt recovery agent” for the buyer, collecting N102 million from the developer in the guise of investigation, adds to a growing body of judicial authority condemning the practice of weaponising criminal law enforcement agencies to resolve civil disputes.
Representation
The claimant (Oak Homes) was represented by Adeleke Agbola, SAN, with I. Ilo Hampsons. The 1st Defendant (Mr Ugbebor) appeared virtually and was represented by Justice Oduntan. The 2nd Defendant (EFCC) was not represented at the final stage.
The judgment was delivered on Monday, June 15, 2026, by Honourable Justice A.A. George, High Court of Lagos State, Lagos Judicial Division, Court 62.
The post “EFCC Not A Debt Recovery Agency” — Lagos Court Terminates Oak Homes, Ugbebor Property Contract, Rejects ₦1.12bn Counterclaim appeared first on TheNigeriaLawyer.
