SUBMISSION ON PAYMENT LIABILITY ARISING FROM TRANSFER OF PUPILS BETWEEN TWO SCHOOLS
Background Facts
1. The Proprietress of [Name of Former School] (“the Transferor”) and the Proprietor of [Name of Receiving School] (“the Transferee”) entered into an arrangement for the transfer of ten (1 pupils following the closure of the Transferor’s school.
2. The agreed consideration for the transfer was ₦400,000, covering the transfer and retention of all ten (1 pupils for a period of two academic terms.
3. In the first term, only eight (8) of the ten pupils continued in the Transferee’s school.
In the second term, the number further reduced to five (5) pupils.
4. A dispute subsequently arose as to whether the Transferee is bound to pay the full ₦400,000 or a proportionate amount based on the number of pupils who actually remained.
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Issue for Determination
Whether, in the circumstances of this case, the Transferee is legally and equitably bound to pay the full ₦400,000 agreed for ten pupils, despite the reduction in the number of pupils who remained over the two terms.
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Legal Analysis
1. Principle of Consideration
Under contract law, consideration must be complete and valuable. A party is only obligated to pay for the benefit actually received. Where the consideration fails in part, the corresponding obligation is reduced proportionately.
(See Total (Nig.) Plc v. Morkah (2002) 9 NWLR (Pt. 773) 492 — on failure of consideration.)
2. Partial Failure of Consideration
The original agreement contemplated the transfer and continuation of 10 pupils for two terms. Since only 8 pupils stayed the first term and 5 stayed the second, the consideration was not fully performed.
The law recognizes that payment should reflect actual benefit conferred, not merely what was anticipated.
3. Quantum Meruit (Payment for Value Received)
Even where a contract is partially performed, the principle of quantum meruit allows a party to pay a reasonable sum for the value of services actually received.
(See Nigerian Bank for Commerce & Industry v. Integrated Gas (Nig.) Ltd (2005) 4 NWLR (Pt. 916) 643.)
4. Equitable Considerations
Equity abhors unjust enrichment. Requiring full payment for pupils who did not remain would unjustly enrich the Transferor and impose a loss on the Transferee without corresponding benefit.
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Computation of Payment Due
The ₦400,000 was agreed for 10 pupils over two terms, which equals ₦40,000 per pupil for both terms, or ₦20,000 per pupil per term.
Term Pupils Present Rate per Pupil Total Value
1st Term 8 pupils ₦20,000 ₦160,000
2nd Term 5 pupils ₦20,000 ₦100,000
Total Payable — — ₦260,000
Therefore, the fair and legally defensible payment is ₦260,000, representing the proportionate value of pupils actually transferred and retained.
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Conclusion
In view of the foregoing analysis, it is submitted that:
The obligation to pay ₦400,000 was conditional upon the transfer and retention of all 10 pupils for two terms.
Since only 8 and then 5 pupils continued, there was a partial failure of consideration.
The Transferee’s liability should therefore be limited to ₦260,000, being payment proportionate to the actual benefit received.
This position aligns with principles of fairness, equity, and established contract law, and prevents unjust enrichment.
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Respectfully submitted,
[Your Full Name]
Proprietor, [Name of Receiving School]
Date: [Insert Date]
