The Plaintiff's claim against the Defendant was for the following:-

1. Recovery of the sum of Le 95, 207, 471.37 (Ninety-Five Million, Two Hundred And Seven Thousand, Four Hundred And Seventy-One Leones, Thirty-Seven Cents.

1. Interest pursuant to section 4 of the Law Reform  (Miscellaneous  Provision)  Act of the Law of Sierra Leone   1960.

1. General Damages for breach of contract.

1. Special Damages in the sum of USD$20,500.00 (Twenty thousand Five Hundred United States Dollars).

1. Any further order (s) that this Honorable Court may deem fit and just.

1. Costs.

The particulars of claim stated as follows

1. The Plaintiff is and was at all material times to this action a company registered under the laws of Sierra Leone doing business in clearing and forwarding.
2. The Defendant is and was at all material times to this action a client to the Plaintiff.
3. It was agreed that the Plaintiff was to clear six (6) Automated Teller Machine (ATM) and One (1) Box of Accessories for and on behalf of the Defendant.
4. It was a term in the agreement that upon delivering of the said goods to be  Defendant, the Plaintiff was to receive the  sum  of  Le  95,  207,  471.37 (Ninety-Five Million, Two Hundred And Seven Thousand, Four Hundred And Seventy-One Leones, Thirty-Seven Cents) within 24 hours as payment for the clearing and delivering of the aid   good.
5. In compliance with the aforementioned agreement, the Plaintiff delivered the ATM's and one box accessories as agreed by the Defendant.
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6. The Defendant promised to effect payment of monies expended by the Plaintiff in clearing the machines in 24 hours after delivery.
7. In breach of the agreement,  the Defendant  has refused  to pay  the agreed sum to  the Plaintiff.

1. By letter dated  16 th June, 2015, solicitor s for  the Plaintiff  reminded  the Defendant to honour his own    art of the agreement and pay the agreed  sum  buua ua  a'ilail
2. The Defendant  is determined  not to pay the Plaintiff unless ordered  by the court.

I 0) As a result of the conduct of the Defendant the Plaintiff have suffered special damages, to wit, PARTICULARS OF SPECIAL DAMAGES were as follows

1. The Plaintiff at all material times to this action commenced payment for two (2) containers of flour from KARAHAM DEGIRMENCILIK the sum of USO 18,500.00 (Eighteen Thousand  Five Hundred United States Dollars).

11. on  the  strength  of  the  aforesaid  payment  the  said  KARAHAM DEGIRMENCILIK ship the two (2) containers of flour which are presently at the Quay.

1. In a meeting held at the premises of the Plaintiff company on the 4th day of May, 2015, the Defendant promised that they  will pay  the sum due and owing to them  in twenty-four hours. The Plaintiff indicat ed  to the Defendant  that  they  needed  the payment to clear two containers of flour from the   Quay.

1v. At the expiration of the twenty-four hours the Plaintiff approached the Defendant  and demanded  the payment as promised. But the Defendant  neglected  to pay up.

v. When the Defendant refused to  pay  the  Plaintiff,  the Plaintiff  could  no longer  clear the aforesaid flour from the  Quay.

v1. T hat the flour at the Quay had now gone bad considering that it had been in the containers for more than three (3)  months.

1. That the flour has also been at the Quay since the 16 th day of May, 2015 and have accumulated  demurrage  charges  for  more  than  the  cost  of  the  flour  and  its clearing  from  the  Quay.

1. That this loss is due in whole to the Defendants refusal  to  pay  the Plaintiff  the  sum due and owing him in the said contract within the stipulated  time   frame.

DEFENDANT'S CASE

The defendant defended the action by tiling a defence .The same is produced verbatim here as follows

1. The Defendant cannot deny or admit paragraph I of  the Plaintiff's  Particulars of Claim and  put the Plaintiff to strict proof thereof.

2.        The Defendant denies paragraph 2 of the Plaintiffs Particulars    of Claim and

                                      states that it is not a client of the Plaintiff.                       

1. The Defendant denies paragraph 3 of the Plaintiffs Particulars of Claim and states that there was no agreement between the Defendant and the Plaintiff to clear six (6) Automated Teller Machines (ATM) and one (1) box of accessories for an on its behalf.

1. The Defendant denies paragraph 5 and 6 of the Plaintiffs Particulars of Claim and states that it did not enter into an agreement with the Plaintiff at any material time.

1. The Defendant denies paragraph 5 and 6 of the Plaintiffs Particulars of Claim and would aver that it entered into contract with and paid SPL International Group Limited (based in Nigeria) for end to end delivery of

six (6) refurbished ATM Machines and their keypads. SPL International Group Limited in turn sub-contracted Bigtex International (also based in Nigeria) through their local agent to deliver same.

1. The Defendant denies paragraph 7 of the Plaintiffs Particulars of Claim and states that there is no privity of contract between itself and the Plaintiff because it did not contract the Plaintiff to clear any ATM Machine on its behalf.

1. In answer to paragraph 8 of the Plaintiffs Particulars of Claim, the Defendant  respondent  to  the  Plaintiffs  solicitor  by  a  letter  dated  21d1 2015 disproving the allegations made on behalf of the Plaintiff.

July,

1. Save as is hereinbefore or hereinafter expressly admitted and  not admitted the Defendant denies each and every allegation contained in the Plaintiffs Particulars of Claim as they were herein set out and specifically traversed seriatim.

1. Paragraph of the Particulars of Claim stated it was agreed that the Plaintiff was to clear 6 Automated Teller Machines ATM and one (1) Box of accessories for and on behalf of the Defendant.

1. Paragraph 4 also stated "upon delivery of the said goods to the Defendant, the Plaintiff as to receive the sum of Le 95,207,471.37 within 24 hours as payment for the clearing and delivery of the said goods.

EVIDENCE

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Witnesses where called by both the plaintiff and the defendant. The same could be noted from the Judges notes 1-52 inclusive and the same have-been carefully taken into consideration. The Pit and Marrow of the Plaintiffs case is that there was a contract between his company and the defendant GT BANK..

This case started as an order 16 application for summary judgement and later this court having refused the a12rlication gave directions for trial to prove whether there was indeed contract to clear the 6 ATM Machines and 1 accessory or not.

CONSIDERATION OF THE ISSUE

For there to be a contract there must be offer and acceptance which constitutes an Agreement- consensus ad idem, consideration and intention to create legal relationship. There is however none here. There is no proof of such agreement whether in writing, orally or by conduct; and simila rly so, no consideration or intention to create legal rela tio ns.

The Defendant on the other hand was able to prove that they had an agreement with SPL Limited for the clearing of 6 ATM machines and one Accessory. See Exhibit E 1 & 2 and that it was by virtue of that Agreement that the ATM Machines were shipped to Freetown and cleared whereupon they received same.

They therefore had an arrangement with SPL Limited and SPL Limited alone whereby BSP Attune the plaintiff herein was not a party. There was therefore no privity of contract between them and BSP Attune the Plaintiff herein .

Privity of Contract means that only the parties  to a contract are allowed  to sue  on the contract.

In PRICO v EASTON (1833) 4 B & Ad 433  it was  held  that  the Plaintiff  being no party to the contract was unable to recover and it was said that an  action for breach of contract must be brought by the  person  from  whom  consideration  moved. This decision was  followed  in  TWEDDLE  V  ATKINSON  (1861)  1 B&S   393,   In   the   case   of   DUNLOP   PNEUMATIC   TYRE   CO   LTD  V

SELFRIDGE & CO LTD the rule that no one except a party to contract should enforce it was re-enchoed  by  the House of Lords.  Lord  Haldane LC had  this to  say.

"Under the Laws of England certain principles are fundamental. One is that  only a person who is a party to a contract can sue on  it.  Our  law  knows nothing of ajus quaesitum tertio arising by way of contract.  Such  a  right  may be conferred by way of  property  as  for example  under a  trust  but  it cannot be conferred on a stranger to a contract as a right to enforce the contract in person."

This same Law is applicable here. The Plaintiff nonetheless appears to be saying consideration moved from hin1f by his clearing. To this, this court says he only cleared which is not enough to cover the contract price and for whom and under whose behalf is uncertain from the evidence.  Certain  facts  as  proved  does  not  help their case.

1. The amount of money Le 95, 207, 471.37 (Ninety-Five Million, Two Hundred And Seven Thousand, Four Hundred And Seventy-One Leones, Thirty-Seven Cents) was for the shipment and delivery, not just for delivery.
2. Whereas it could not be doubted that BSP Attune did deliver-on whose behalf were they doing this?
3. It is clear that SPL entered into contract with GTB the defendant herein who in turn subcontracted to a company called Bigtech. This however did not change GTB's obligation to SPL with whom they had contracted and for whom there were no complaints. The contract sum was therefore paid to SPL

There is a possibility that Bigtech sub-contracted to BSP Attune. But this is not BSP Attune's case neither is there evidence of this before this court. Even if there were  BSP Attune's remedy will be against Bigtech Company for whom they served as contractor and agent. The involvement of GTB the Defendant in this debate becomes uncalled for and unnecessary.

The most important issue ....is that when the Defendant received the goods they received same supposed ly from SPL limited with whom they had contracted even if same was not specifically delivered by SPL. BSP Attune the plaintiff was a complete stranger to that contract. They were a complete stranger because BSP Attune the plaintiff was not acting as agent of SPL with whom it had no business. Under the law on Doctrine of Privity of contract there is an exception which says that If A had made a contract with B, C may intervene and take A's  place provided it can be shown that  A was acting throughout as C's Agent . This right of intervention is known as the doctrine of the undisclosed principal . But such is inapplicable in the current state of affairs in this case where A - SPL was acting soley on its own and not as agent of  BSP attune.

GTB the defendant having paid SPL cannot now be made to pay BSP attune for the same thing twice and or to pay an amount of Le95, 207, 471.37 (Ninety-Five Million, Two Hundred  And  Seven  Thousand,  Four  Hundred  And  Seventy -One  Leones,  T hirty-Seven Cents). for just the delivery which seemed to have been carried out   by

BSP  Attune instead of Bigtech

I order costr:!    plaintiff.  Costs to b.", taxed