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.