The Supreme Court has held that a foreign bank which maintains an office in Nigeria for the purpose of soliciting customers, preserving confidentiality, facilitating communication and serving as a point of contact for its customers has an established place of business in the country, even where no deposits are taken and no accounts are operated at that office.
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The apex court so held in the appeal of Peter Oluwafemi Atoyebi, SAN v. Barclays Bank Plc & Anor., decided by a panel comprising Garba, Abubakar, Nwosu-Iheme, Tsammani and Abiru, JJ.SC.
The Appellant, a legal practitioner in Nigeria and Ghana and a Pastor in charge of Province 2 of the Redeemed Christian Church of God, operated an account with Barclays Bank Plc, the 1st Respondent, through Barclays Groups Representative Office (Nigeria) Limited, the 2nd Respondent. The account itself was domiciled with the bank’s International Branch in England.
Atoyebi’s case was that, on opening the account, he was never told either orally or in writing that cheques drawn on it would require his prior written confirmation before being honoured. Between 2006 and 2009, he alleged, several of his cheques were dishonoured despite sufficient funds and, in some cases, despite his written and personal confirmation. He also alleged that transfer instructions he personally gave at the bank’s London branches were not carried out until he lodged formal complaints.
He further complained that a savings account he opened on the understanding that it would be linked to his current account to cover shortfalls failed to serve that purpose when a cheque for £10,000 issued on 15 October 2009 was returned marked “Refer to Drawer.”
He sued both Respondents at the High Court of Lagos State in negligence.
The trial court held that the 2nd Respondent was a proper and necessary party and that the suit was not an abuse of process. It nonetheless found that, because the 1st Respondent carried on business in the United Kingdom and the alleged wrongful acts occurred there, the United Kingdom was the proper forum. It declined jurisdiction over the claims against the 1st Respondent and set aside service of the originating process on it.
The Court of Appeal dismissed Atoyebi’s appeal and affirmed that decision, prompting the further appeal to the Supreme Court.
Arguments of Counsel
Counsel for the Appellant argued that the 1st Respondent incorporated the 2nd Respondent in Nigeria solely to carry on international banking operations for customers living in, working in or travelling to Nigeria, and that it held itself out as able to open savings and current accounts, receive deposits and pay or collect cheques. He submitted that the account was opened at the 2nd Respondent’s office in Ikoyi, Lagos, that the office was “not a mere post-box” but an extension of the 1st Respondent’s business in Nigeria, and that the banker/customer relationship on which the negligence claim rested was formed in Lagos.
Counsel for the Respondents countered that the 2nd Respondent was merely a liaison office functioning as a post-box for confidentiality and ease of communication, and that none of the acts complained of were carried out by it. The dishonoured cheques, he argued, were dealt with at branches in the United Kingdom in respect of accounts domiciled outside Nigeria, and continuing the suit in Lagos would embarrass the bank and expose it to unnecessary expense, all its evidence and witnesses being in the United Kingdom.
What the Supreme Court Decided
Resolving the issue, the Supreme Court held that an office maintained by a business entity such as a bank in another jurisdiction as an outpost for soliciting customers, preserving confidentiality, facilitating communication and the exchange of documents, and serving as a point of contact for customers constitutes an established place of business.
The Court explained that even where a bank does not carry out the recognised banking activities of accepting deposits and granting loans at such an office, it may still be taken to have an established place of business in that jurisdiction where it occupies premises, keeps staff, conducts external relations with other banks, makes necessary enquiries, publicises itself and promotes its business there.
On the facts, the Court found that the 1st Respondent did not need to have received deposits or operated customers’ accounts at the 2nd Respondent’s office before that office could be regarded as its established place of business. It was enough that the office was used as an outpost for soliciting customers, maintaining confidentiality, facilitating communication and the exchange of documents, and serving as a point of contact for customers.
The issue was resolved in favour of the Appellant.
Appearances
Victoria Alonge, with John Ojelabi, Chinelo Obiekwe, Chukwuebuka Chukwukelu and Ugochukwu Onyeyiri, appeared for the Appellant. Olujoke Aliu, with Elizabeth Tijani, appeared for the Respondents.
The decision is fully reported at (2026) 7 CLRN in association with ALP NG & Co.
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