Preview: Midtjylland vs. Liverpool

Having secured top spot in Group D, the Reds will rest their
stars for the final game.

Midtjylland vs Liverpool

| Wednesday, December 9th |Champions League | MCH Arena5:55PM
BST / 12:55PM EST

For the first time in Jürgen Klopp’s tenure, Liverpool go into
the final round of the Champions League group stages not needing a
win. In fact, they don’t even need a point, having secured top spot
in Group D with their win over Ajax last week.

That win was only enough because tomorrow’s opponents took
points off Atalanta on the same night, however, and Midtjylland
will no doubt be looking for a second consecutive upset, even if
any hopes of further European participation this season have
already been dashed.

The Wolves have done alright for themselves since their
narrow 1-0 loss at Anfield back in October, with three wins, a draw
and a loss in the league, and sit top of the table in the Danish
Superligaen at the halfway point.

Brian Priske will have to make do without Jens Cajuste who
misses out with coronavirus, but top scorer Andreas Dreyer — who
came so close to breaking his and the team’s Champions League duck
back at Anfield — will be available, as will former Celta man Pione
Sisto and captain Erik Sviatchenko.

Projected Liverpool Lineup (4-3-3)

Kelleher; Fabinho, Matip, Williams, Tsimikas; Henderson, Jones,
Wijnaldum; Mané, Firmino, Salah

There will naturally be questions about how Jürgen Klopp will
approach this game, the lone dead rubber in a season packed to the
gills with must-win contests stacked back to back to back. In the
past, similar fixtures low on the list of priorities — think
Carabao and FA Cup games — have featured a bevy of
youngsters to go with the fringe first team players, and there is
little to suggest tomorrow’s match will be treated differently.

As such, predicting a lineup is pure guesswork, but we move
nonetheless. Joël Matip and Fabinho will be rested, so two of Rhys
Williams, Nat Phillips and Billy Koumetio are likely to start in
central defence, while Kosta Tsimikas will make his third start of
the season, and a debut for Conor Bradley could potentially be on
the cards.

In midfield, James Milner, Thiago and Xherdan Shaqiri remain
unavailable, and Jordan Henderson and Georginio Wijnaldum will
undoubtedly be rested, but som playing time in search of match
fitness for Naby Keïta might not be entirely out of the question.
Curtis Jones has featured in every matchday squad this season and
will take part again tomorrow, and perhaps the 19-year old veteran
will take on a leadership role for what will be an inexperienced XI
tomorrow. Leighton Clarkson could be a dark horse starter.

Up top, the deadly front four will likely all be rested, but
both Takumi Minamino and Divock Origi might both feature from the
start in order to get some competitive minutes. The pair are likely
to be joined by one of Luis Longstaff or U23s captain Liam Millar,
while the game likely arrives a few years early for established
Anfield hero Oakley Cannonier.

What the Managers Said

Jürgen Klopp: “ Since Sunday, I’ve thought a
lot about them. We will be prepared. We were lucky to beat them.
Really good performances and that is how it is.”

Brian Priske: “Of course we do not know 100%
who Liverpool will line up with, but to start with, our focus is on
ourselves, There is no doubt that we need to be compact on the
defensive, whether we are pushing hard or defending.”

The Officials (FRA)

Referee: François LetexierAssistant
referees: Mehdi Rahmouni, Cyril GringoreFourth
official: Amaury DelerueVAR: Clément
Turpin, Jérôme Brisard

Kickoff is set for 5:55PM GMT/12:55PM EST tomorrow, and
television listings for the match can be found on LiveSoccerTV.

In the meantime, and as always, we’ll be keeping you updated
with all the buildup to the game, including team news as it’s
released, our live matchday thread, and post-match recaps from The
Liverpool Offside staff. If you want to join the discussion, sign
up for an SB Nation account to have your say on the action as it
happens.

In the Supreme Court of Nigeria Holden at Abuja On
Friday, the 19th day of June, 2020 Before Their Lordships Olabode
Rhodes-Vivour Mary Ukaego Peter-Odili Olukayode Ariwoola John
Inyang Okoro Uwani Musa Abba Aji Justices, Supreme Court
SC.453/2015

Between

Young Shall Grow Motors … … … Appellant

And

1. Madam Nimota Onalada

2. Mrs. Doyin Olunowo

3. Nosiru Oduwole

4. M.B. Onalaja

5. Prince Emeka Mamah Respondents

(Substituted by the Order of the

Court of Appeal dated 17/3/2011)

(Lead Judgement delivered by Honourable Uwani Musa Abba
Aji, JSC)

“Where an agreement is inchoate and has not gone beyond
negotiations, it cannot be enforced as a concluded contract”

Facts

The Appellant, a tenant in the property of the 1st to 4th
Respondent at No. 1, Ikorodu Road, Jibowu, Yaba, Lagos, filed an
action against the Respondents, seeking an order of specific
performance of an agreement for the sale of the property to it. It
was the case of the Appellant that the 1st to 4th Respondent agreed
to sell the said property to it, but reneged on the said agreement
and sold the property to the 5th Respondent.

The defence of the 1st to 4th Respondent was that the
transaction with the Appellant was not completed as the Appellant
failed to consummate the transaction, and this warranted their
decision to sell the property to the 5th Respondent. The 5th
Respondent counter-claimed for a declaration that he is the
rightful owner of the said property, by virtue of the sale of the
same to him by the 1st to 4th Respondent. At the end of the trial,
the trial court declared the 5th Respondent to be the rightful
owner of the property, by virtue of the sale of the same to him by
the 1st to 4th Respondent, and dismissed the Appellant’s claim.
Dissatisfied, the Appellant appealed to the Court of Appeal, which
court also dismissed the appeal and affirmed the judgement of the
trial court. The Appellant further appealed to the Supreme
Court.

Issues for Determination

The following issues, as extrapolated from the issues formulated
by the Appellant and Respondents respectively, were determined by
the Apex Court –

1. Whether there was valid and subsisting contract of sale of
the property in dispute between the Appellant and the 1st to 4th
Respondent, to transfer title to the Appellant.

2. Whether the failure of the Court of Appeal to consider the
Appellant’s issues 2 and 3, did not amount to denial of fair
hearing.

Arguments

On the 1st issue, counsel for the Appellant argued that the
Court of Appeal was wrong when it held that photocopies of bank
draft, could not take the position of consideration sufficient to
induce a reasonable party into contract. He urged the Apex Court to
hold that the Appellant furnished consideration in form of concrete
promise (issuance of a Zenith Bank draft for N18,000,000.00
(Eighteen Million Naira) as requested by the 1st to 4th Respondent
as purchase price), and the delivery of the photocopies of the said
bank draft to the 1st to 4th Respondent’s solicitor for sighting
represents something of value in the eyes of the law. Counsel for
the Respondents, on the other hand, argued that there was no valid
and enforceable contract between the Appellant and the 1st to 4th
Respondents, capable of being enforced by an order of specific
performance. He submitted that the Appellant failed to fulfil the
requirements of a valid contract, and there was no concluded
transaction between it and the 1st to 4th Respondent, entitling the
Appellant to the order sought.

On the 2nd issue, counsel for the Appellant argued that the
failure of the Court of Appeal to consider the Appellant’s 1st and
2nd issues submitted before it for determination, occasioned a
miscarriage of justice on the Appellant and breached its right to
fair hearing. He argued that the judgement of the Court of Appeal
would have been different and favourable to the Appellant, had
those issues been considered. Conversely, counsel for the
Respondents argued that the adoption and consideration of the 5th
Respondent’s issues for determination by the Court of Appeal,
properly determined the crux of the issues between all the parties.
He contended that there was nothing contained in the Appellant’s
said 1st and 2nd issues that was not substantially embedded in the
5th Respondent’s issues adopted and considered by the Court of
Appeal, in its determination of the Appellant’s appeal before it.
Counsel submitted that the Appellant failed to show how the alleged
non-consideration of the issues formulated by the Appellant, led to
a miscarriage of justice and breach of the Appellant’s right to
fair hearing.

Court’s Judgement and Rationale

On the 1st issue, the Supreme Court held that, before there can
be a valid contract of sale of land, there must be a definite offer
by the offeror, an unqualified acceptance by the offeree, and a
consideration. Contracts are enforceable when there is
consideration, as this is what indicates that the promisor intended
to be bound by the contract; therefore, where an agreement is
inchoate and has not gone beyond negotiations, it cannot be
enforced as a concluded contract. The court relied on its decision
in TSOKWA MOTORS LTD v UBN LTD (1996) 9 NWLR (Pt. 471) 129 at 145.
Further, the court held that in a contract of sale of land, where
the purchase price is not fully paid, there can be no valid sale
notwithstanding that the purchaser is in possession. Failure to pay
the purchase price constitutes a fundamental breach which goes to
the root of the case, upon which a court cannot decree specific
performance – ACHONU v OKUWOBI (2017) LPELR-42102(SC) (P. 35, Paras
E-G).

In the transaction between the Appellant and the 1st to 4th
Respondent for sale of the property, there was no unqualified
acceptance or consideration furnished by the Appellant. Although
the Appellant issued bank drafts towards payment of the purchase
price, it withheld the original bank draft and only gave the 1st –
4th Respondents a photocopy. The Appellant also did not show up, on
the date scheduled for conclusion of the transaction. It could
therefore, not be said that consideration had been furnished and a
valid contract had been established, as the Appellant had by its
express conduct, shown that it did not want to conclude the
transaction and establish a valid contract. Furthermore, the
Appellant itself divulged under cross-examination before the trial
court, that the 1st to 4th Respondent rejected the consideration of
the sum of N18,000,000.00 (Eighteen Million Naira). Both the
Appellant and the 1st to 4th Respondent had been at cross roads and
had never come to consensus ad idem concerning the sale of the
property, and negotiations between the parties had not crystallised
into a binding contract. Therefore, there could not have been a
breach of contract requiring an order of specific performance, or
enforcement of the contract.

On the 2nd issue, the court held that where issues for
resolution in an appeal are formulated by parties, an appellate
court can adopt, reframe or reformulate its own issues which are,
in its opinion, proper for the determination of the appeal. A court
is not obligated to adopt the issues set down for determination by
an Appellant, as a court is free to adopt the issues as crafted by
either of the parties, so long as the issues so identified and/or
adopted flow from the grounds of appeal, as the court has to do
that which is convenient within the bounds of law in getting at the
answer to the question or questions raised, and in so doing,
deliver justice – AUWALU v FRN (2017) LPELR – 43824 (SC) (PP.
32-33, Paras F-E) and UNITY BANK v BOUARI (2008) 7 NWLR (Pt. 1086)
383 at 401.

Their Lordships held further that a party who complains about
the formulation of issues by a lower court, must furnish evidence
demonstrating what injustice has been done to him by such
formulation, and in the absence of such evidence, an appellate
court cannot reverse the decision of the lower court – NWANA v FCDA
& ORS (2004) LPELR – 2102(SC) (PP. 15-16, paras. G-A). In this
case, there was no iota of evidence before the court showing that
injustice had been done to the Appellant, or that he had been
denied his right to fair hearing as a result of the adoption of the
5th Respondent’s Issues for Determination by the court.

Appeal Dismissed.

Representation

P. O. Jimoh Lasisi, SAN for the Appellant.

Kunle Ayorinde, Esq. for the 1st to 4th Respondent.

Chief Frank Agbedo, Esq. for the 5th Respondent.

Reported by Optimum Publishers Limited, Publishers of the
Nigerian Monthly Law Reports (NMLR)(An Affiliate of Babalakin &
Co.)

Quote

“Contracts are enforceable when there is consideration, as this
is what indicates that the promisor intended to be bound by the
contract; therefore, where an agreement is inchoate and has not
gone beyond negotiations, it cannot be enforced as a concluded
contract”