“Zenith Bank Was Not A Party To The Contract” — Court Strikes Out Bank, Dismisses ₦170m Claim Against Trade Ministry As Statute-Barred

The Federal High Court in Abuja has dismissed a ₦170 million contract suit filed by Micheleti & Tal Limited against the Federal Ministry of Trade and Investment over a contract for the rehabilitation of the Lagos International Trade Fair Complex, holding that the action was statute-barred.

Justice James Omotosho, in the judgment delivered on October 12, 2026, held that the company waited beyond the legally permitted period before commencing the action and could no longer seek judicial enforcement of the alleged contractual obligation.

The court also struck out Zenith Bank from the suit after finding that the financial institution was not a party to the underlying contract and that no reasonable cause of action had been established against it.

The dispute arose from a contract dated October 14, 2005, for the rehabilitation of the Lagos International Trade Fair Complex and disagreements over the amount allegedly outstanding after the execution of the project.

Micheleti & Tal Limited sought several reliefs against the defendants, including outstanding payments, damages, litigation costs and accrued interest, which together amounted to about ₦170 million.

Shay Tal, a director of the company, told the court that Micheleti & Tal substantially performed its obligations under the contract, enabling the ministry to successfully host the ECOWAS Trade Fair.

He said the company subsequently wrote several letters demanding payment of the outstanding amount but alleged that the defendants failed to settle the debt.

The claimant maintained that it was entitled to be paid for work already completed, while the defendants disputed their respective liabilities.

A major issue before the court was whether Zenith Bank could be held responsible for the payment claimed by the contractor.

Adebisi Ogunleye, a branch head of the bank, stated on oath that Zenith Bank was not a party to any contract between the ministry and Micheleti & Tal Limited.

According to him, there was also no separate contract between the ministry and the bank relating to the performance or non-performance of the rehabilitation agreement.

The bank maintained that a payment instruction from the ministry dated October 14, 2005, merely directed it to pay the claimant ₦150 million and did not create any independent contractual obligation between the bank and the construction company.

Counsel to Zenith Bank argued that there was no privity of contract between the bank and Micheleti & Tal, stressing that contractual rights and obligations could ordinarily be enforced only against parties to the agreement.

The bank further argued that it owed no duty of care to the claimant in the circumstances and that there was no allegation of wrongdoing against it arising from the plaintiff’s evidence.

Justice Omotosho agreed with the bank’s position.

The judge held that the evidence established a banker-customer relationship between Zenith Bank and the ministry and that the bank was contractually bound to act in accordance with the mandate given by its customer.

He held that the bank could not go outside the specific instructions received from the ministry.

“Exhibit DWE merely stated the purpose for the funds and did not refer to the Plaintiff in any capacity,” the judge held.

According to Justice Omotosho, a bank is generally answerable to its customer rather than to third parties who may have separate dealings with the customer.

“A bank only becomes liable to pay over to a third party in compliance with a Court order in garnishee proceedings, not in a simple contract dispute such as this,” he said.

The judge consequently held that the claimant’s real cause of action was against the ministry and expressed surprise that Zenith Bank had been joined as a co-defendant.

The court therefore struck out Zenith Bank from the proceedings for want of a reasonable cause of action against it.

Turning to the substantive contractual claim against the ministry, Justice Omotosho examined when the company’s cause of action arose and when the suit was eventually instituted.

The court found that Micheleti & Tal demanded payment of an outstanding ₦97,646,146 on October 28, 2005, out of the ₦292,853,854 it claimed was due to it.

According to the judge, the alleged breach occurred when the ministry failed to pay the balance demanded for the work said to have been completed.

“The breach of contract occurred when the 1st Defendant refused to pay the Plaintiff its balance based on the work already completed,” Justice Omotosho held.

The court found that the claimant did not commence the action until December 2011.

“A period of over six years and one month had elapsed between the date the outstanding sum became payable and the date this action was first filed,” the judge said.

Justice Omotosho held that, based on the applicable limitation period, the claimant had until October 27, 2011, to institute proceedings.

“Failure of which, the cause of action would be caught by the statute of limitation. Unfortunately, the Plaintiff waited till December to file an action,” he held.

The court rejected the claimant’s case on the ground that the limitation period had already expired before the suit was filed.

Justice Omotosho said the company had “slept on its rights for years without taking any valid steps to legally enforce the contract,” adding that “equity and the law cannot come to his aid.”

The judge stressed the need for finality in litigation and consequently dismissed the action as statute-barred.

Post Title: “Zenith Bank Was Not A Party To The Contract” — Court Strikes Out Bank, Dismisses ₦170m Claim Against Trade Ministry As Statute-Barred By Papers Nigeria.