Compagnie Noga D'importation Et D'exportation SA v Abacha & Ors

Compagnie Noga D'importation Et D'exportation SA v Abacha & Ors

The Court of Appeal held that the tripartite agreement was not a binding contract because the settlement sum was not unconditionally agreed and the use of 'a settlement sum' or 'a settlement amount' reflected the absence of a final and binding agreement. Parol evidence did not establish that all parties intended $100 million to be inserted as a binding term. On consideration, the court held that the 16 August agreement was supported by consideration because it rescinded and replaced the earlier agreement, with mutual release of executory promises providing sufficient consideration.

Parties
Claimant: Compagnie Noga d’Importation et d’Exportation SA; Defendants: Mrs Maryam Abacha & Mr Mohammed Sani Abacha as the personal representatives of General Sani Abacha (deceased); Interested Party: Federal Government of Nigeria
Jurisdiction
England and Wales
Judgment Date
23 July 2003
Procedural Posture
Civil Appeal / Appeal From Queen's Bench Division (commercial Court) to Court of Appeal
Outcome
Appeals dismissed
Legal Topics
Certainty in Contract Formation, Consideration, Parol Evidence Rule, Rescission and Replacement of Contracts
Contract Law Commercial Law Certainty in Contract Formation Consideration Parol Evidence Rule Rescission and Replacement of Contracts

Case Brief

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Parties

Compagnie Noga d’Importation et d’Exportation SA

Claimant

Mrs Maryam Abacha & Mr Mohammed Sani Abacha as the personal representatives of General Sani Abacha (deceased)

Defendants

Federal Government of Nigeria

Interested Party

Procedural Posture

Civil Appeal / Appeal From Queen's Bench Division (commercial Court) to Court of Appeal

Legal Issues

  1. 1 Whether the tripartite agreement of 11 August 1999 was a binding contract
  2. 2 Whether there was consideration for the 16 August 1999 agreement

Ratio Decidendi

The Court of Appeal held that the tripartite agreement was not a binding contract because the settlement sum was not unconditionally agreed and the use of 'a settlement sum' or 'a settlement amount' reflected the absence of a final and binding agreement. Parol evidence did not establish that all parties intended $100 million to be inserted as a binding term. On consideration, the court held that the 16 August agreement was supported by consideration because it rescinded and replaced the earlier agreement, with mutual release of executory promises providing sufficient consideration.

Court Disposition

Appeals dismissed

Orders

  • Appeals dismissed
  • Further orders to be minuted by counsel