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Introduction

Corporate acquisitions and mergers often create complex employment scenarios, particularly regarding the rights of employees who transition from the acquired company to the new entity. The case of Babatunde Nurudeen Lawal v. IHS Towers NG Ltd presents an interesting examination of how Nigerian courts handle claims for terminal benefits in the context of corporate acquisitions, and the critical importance of evidence in proving such claims.

This case, decided in February 2025, serves as a cautionary tale for employees seeking to enforce their rights after corporate restructuring, while also providing valuable insights into the evidentiary requirements for establishing entitlement to terminal benefits.

Case Background

The Corporate Context

The case arose in the context of a corporate acquisition involving:

  • IHS Towers NG Ltd: A major telecommunications infrastructure company that acquired another entity
  • Babatunde Nurudeen Lawal: An employee whose employment was affected by the acquisition
  • The transition period during which employment terms and benefits were being renegotiated or restructured

The Claim

Mr. Lawal claimed entitlement to terminal benefits totaling N6.2 million following the acquisition. His claim was based on the assertion that:

  • His employment was terminated or adversely affected by the acquisition
  • He was entitled to certain benefits under his original employment contract
  • These benefits had not been paid by the new management (IHS Towers)

Legal Framework

Employment Rights After Acquisitions

Nigerian law generally recognizes that:

  1. Successor Liability: In many cases, the acquiring company assumes the employment obligations of the acquired company
  2. Continuity of Employment: Employment often continues seamlessly, with all rights and obligations transferring to the new employer
  3. Terminal Benefits: Employees may be entitled to benefits if their employment is terminated as a result of the acquisition

Burden of Proof

In employment cases before the National Industrial Court:

  • The claimant bears the burden of proving their entitlement to the claimed benefits
  • Evidence must be clear, convincing, and legally admissible
  • Documentary evidence is typically required to establish contractual rights

Court's Analysis

Evaluation of Evidence

The court carefully examined the evidence presented by Mr. Lawal and found it lacking in several key areas:

  1. Insufficient Documentation: The claimant failed to produce adequate documentation proving his entitlement to the claimed benefits
  2. Lack of Clear Contractual Basis: The evidence did not clearly establish a contractual right to the specific benefits claimed
  3. Failure to Establish Causation: The claimant could not sufficiently link the acquisition to his alleged entitlement to terminal benefits
  4. Absence of Calculations: No clear methodology was provided for calculating the N6.2 million claimed

Application of Legal Principles

The court applied several important legal principles:

  1. Evidence Law: The requirement that claims must be proven by credible evidence
  2. Contract Law: The need to establish clear contractual rights before enforcing them
  3. Employment Law: The specific requirements for proving entitlement to terminal benefits

The Decision

Dismissal of the Claim

The National Industrial Court dismissed Mr. Lawal's claim for N6.2 million in its entirety. The court's decision was based on:

  • Failure to meet the evidentiary burden of proof
  • Lack of sufficient documentation supporting the claim
  • Inability to establish a clear legal right to the claimed benefits

Rationale for the Decision

The court's reasoning emphasized:

  • The importance of evidence in employment disputes
  • The need for claimants to prepare their cases thoroughly
  • The court's inability to award claims not supported by adequate proof
  • The protection of employers from frivolous or unsubstantiated claims

Significance of the Case

For Employees

This case highlights several important lessons for employees:

  1. Document Everything: Keep thorough records of employment contracts, communications, and entitlements
  2. Understand Your Rights: Clearly understand your contractual rights before making claims
  3. Seek Legal Advice Early: Consult with legal professionals before pursuing substantial claims
  4. Prepare Your Evidence: Gather all relevant documentation before filing a claim

For Employers

The case provides reassurance to employers that:

  1. Evidence Matters: Courts require proper evidence before awarding claims
  2. Due Process is Followed: Claims are evaluated on their merits
  3. Protection from Unfounded Claims: Employers are protected from unsubstantiated demands
  4. Acquisition Risks are Managed: Clear procedures exist for handling post-acquisition employment issues

For Legal Practitioners

For lawyers handling employment cases, this case emphasizes:

  1. Case Preparation: The critical importance of thorough case preparation
  2. Evidence Gathering: The need to gather comprehensive evidence before filing claims
  3. Client Counseling: The importance of advising clients realistically about their chances of success
  4. Professional Standards: The ethical obligation to only pursue meritorious claims

Broader Implications

Corporate Acquisitions in Nigeria

This case contributes to the evolving body of law regarding:

  • The treatment of employees in corporate acquisitions
  • The balance between business efficiency and employee protection
  • The role of courts in regulating post-acquisition employment practices

Development of Employment Jurisprudence

The decision adds to Nigerian employment law by:

  • Clarifying evidentiary standards in employment disputes
  • Reinforcing the burden of proof requirements
  • Providing guidance on handling post-acquisition employment claims

Practical Lessons

For Employees Facing Acquisitions

  1. Review Your Contract: Carefully examine your employment contract before and after acquisitions
  2. Document Communications: Keep records of all communications regarding your employment status
  3. Understand Transfer Provisions: Know how your rights and obligations are affected by the acquisition
  4. Act Promptly: Address any issues with your entitlements promptly and through proper channels

For Companies Making Acquisitions

  1. Clear Communication: Communicate clearly with employees about how the acquisition affects them
  2. Documentation: Maintain thorough documentation of all employment-related decisions
  3. Legal Compliance: Ensure all employment practices comply with Nigerian law
  4. Fair Treatment: Treat employees fairly and transparently during transition periods

For HR Professionals

  1. Due Diligence: Conduct thorough employment due diligence during acquisitions
  2. Integration Planning: Plan carefully for the integration of employees from acquired companies
  3. Risk Management: Identify and manage potential employment-related risks early
  4. Documentation: Maintain comprehensive records of all employment decisions and communications

Conclusion

The case of Babatunde Nurudeen Lawal v. IHS Towers NG Ltd may have resulted in a dismissal of the employee's claim, but it provides valuable guidance for all stakeholders in employment relationships. The case reinforces fundamental principles of evidence law, contract interpretation, and the proper conduct of employment litigation.

For employees, the case serves as a reminder that legal rights must be supported by evidence, and that the courts require claimants to prove their entitlements rather than simply assert them. For employers, it provides reassurance that the legal system will protect them from unsubstantiated claims while still ensuring that employees with genuine grievances receive justice.

As Nigeria's business environment continues to evolve with increasing corporate activity and cross-border transactions, cases like this become increasingly important in establishing clear standards and expectations for all parties involved in employment relationships. The National Industrial Court's decision contributes to this evolution by providing clarity on evidentiary requirements and the proper approach to resolving employment disputes in the modern business context.

Ultimately, the case teaches us that in employment law, as in all areas of law, evidence is king, and rights without proof remain unenforceable.