Jurisdiction: Sierra Leone (Common Law Jurisdiction)
Court: High Court of Sierra Leone, Commercial and Admiralty Division, Fast Track Commercial Court
Presiding Judge: Hon. Justice M.P. Mami, JA
Date of Ruling: 29 May 2025
Case Number: FTCC 027/24
Parties: Ansu Real Estate and Construction Co. Ltd (Plaintiff) v Alusine Janneh (Defendant)
Counsel: Yada Williams & Associates (Plaintiff), B&J Partners (Defendant)
Legal Area(s): Contract (oral agreements), Agency (agency by conduct), Commercial transactions, Evidence (documentary and electronic messages)
Tags: estate agent commission, agency relationship, oral contract, WhatsApp evidence, offer and acceptance, company acts through officers, credibility of witnesses, remuneration

Legal Areas

Agency, oral appointment of agent, estate agent commission, contract formation, offer and acceptance, contract inferred from conduct, company contracting through officers, WhatsApp communications as evidence, credibility and inconsistencies, remuneration for services rendered, damages and interest, costs.

Procedural Posture

The action commenced by writ of summons dated 27 March 2024. The plaintiff sued for recovery of US$5,000 commission (or leones equivalent), statutory interest (including under section 4 of the Law Reform (Miscellaneous Provisions) Act, Cap 19), interest under the Judgment Act 1838, damages for breach of contract, and costs. The defendant entered appearance and filed a defence on 9 April 2024. A pivotal settlement conference failed, and the matter proceeded to trial, culminating in this ruling.

Facts of the Case

The plaintiff, a Sierra Leone company engaged in real estate and construction, contended that the defendant verbally engaged it, through the plaintiff’s CEO and estate agent Ansumana Sesay, to source a buyer and negotiate the sale of the defendant’s property at Off Frazer Davies Drive, Off King Street, Freetown.

Key factual assertions by the plaintiff included:

• The defendant’s initial asking price was said to be US$150,000, later indicating willingness to settle at US$120,000.

• The plaintiff claimed the defendant promised that any amount above US$120,000 would constitute the plaintiff’s commission, and that US$2,000 was given as a “thank you” token, with the balance to follow after final payment.

• The plaintiff introduced a purchaser and said it negotiated a sale price of US$125,000, with the transaction concluded in January 2024.

• The defendant paid the plaintiff US$2,000 but allegedly failed to pay the balance of commission demanded, despite letters and follow-up communications.

The defendant denied that the plaintiff was his agent, asserted he had other agents, and maintained there was no agreed commission arrangement with the plaintiff. He also suggested the agent’s fee is ordinarily paid by the purchaser, and characterised the US$2,000 as voluntary.

Issues for Determination

1. Whether an agency relationship existed between the plaintiff and defendant, expressly or impliedly by conduct, making the plaintiff the agent and the defendant the principal.

2. Whether the plaintiff was entitled to remuneration/commission, and if so, in what amount or percentage.

3. What other remedies (interest, damages, costs) were available.

Evidence Overview

• PW1 (Ansumana Sesay) testified as CEO and estate agent for the plaintiff company, relying on documents including incorporation/registration, pictures of the property, a site plan, a vendor sales form commission agreement (unsigned by defendant), receipts, and WhatsApp communications.

• DW1 (Alusine Janneh) testified for the defence, disputing the agency arrangement and challenging some documents and messages.

The court placed notable weight on admitted WhatsApp communications tendered without objection, and also evaluated credibility where DW1 made inconsistent statements on key points.

Parties’ Arguments in Summary

Plaintiff

• An oral agency agreement existed, supported by conduct and communications.

• Acceptance and intention to contract could be inferred from the defendant’s words and conduct.

• The plaintiff was the effective cause of the sale and should not be deprived of remuneration after the defendant benefited from the service.

• Electronic communications (WhatsApp) corroborated the plaintiff’s case.

Defendant

• No agency contract existed with the plaintiff, and the plaintiff tried to impose percentage terms.

• The defendant had other agents, and the plaintiff was not engaged as agent.

• The US$2,000 was a voluntary token, not part-payment of commission.

• The plaintiff acted for the buyer rather than the defendant.

Authorities Cited and Applied

The judge discussed principles of contract formation and inference from conduct, and cited, among others:

• New Zealand Shipping Co v A.M. Satterthwaite & Co Ltd [1975] AC 154 (Lord Wilberforce, practical approach to contract).

• Holland v Revenue and Customs Commissioners & Anor [2020] UKSC 5 (company as artificial entity acting through humans).

• Smith v Hughes (LR 6 QB 597) and Freeman v Cooke (2 Ex 663; 8 LJ Ex 9) (objective test, representation binding).

• Elison Kudakwashe Marko & Anor v Sto All Investments (Pvt) Ltd (2023) HH 270, HC 5262/20 (estate agents’ duty of care, watchdog role).

• Alpha Trading Ltd v Dunnshaw-Patten Ltd [1981] QB 290 (agent’s entitlement to reward where vendor uses services).

Statutory references in the claim included:

• Law Reform (Miscellaneous Provisions) Act, Cap 19 (Sierra Leone), section 4 (interest).

• Judgment Act 1838 (post-judgment interest claim pleaded).

Decision and Reasoning

Core Findings

• The court held that an agency relationship existed between the defendant and the plaintiff, inferred from the evidence, including the communications and the defendant’s engagement of PW1 in the sale process.

• The court rejected the attempt to portray PW1 as merely informal help, emphasising that Sierra Leone’s business informality does not prevent enforceable obligations where conduct and intention show a contractual relationship.

• The court considered DW1’s inconsistencies as damaging to credibility and found that the WhatsApp communications supported the plaintiff’s account.

Contract and Agency Principles Applied

• The court affirmed that contracts may be formed even where classical “offer and acceptance” analysis is difficult, and that acceptance may be inferred from conduct.

• The court emphasised that agency appointment need not be in writing, and an oral appointment can be effective, even where the underlying transaction may involve written instruments.

• The court accepted that a company acts through its officers, and PW1, as CEO, could bind the plaintiff in dealings.

Key Quotations

(Short extracts only)

• On companies acting through humans: “A company is … an artificial entity … So it can act through human beings.”

• On objective assent: “If … a reasonable man would believe … he was assenting … the man thus conducting himself would be equally bound …”

• On estate agents’ responsibility: estate agents and lawyers play a “watchdog role” in property transactions.

Ratio Decidendi

1. Agency may be created by conduct and oral engagement, and the court may infer the existence of an agency contract from the totality of circumstances, including communications and conduct.

2. A principal who accepts, exploits, and benefits from an agent’s services cannot, without justification, deprive the agent of the promised or reasonably inferable remuneration, particularly where the evidence supports the promise or understanding.

Obiter Dicta

• The court remarked on the reality of informal commercial dealings in Sierra Leone, and warned that laxity and lack of documentation can create avoidable disputes, yet does not necessarily defeat enforceable obligations where the substance shows agreement.

• The court highlighted the dual-facing duty of care often carried by estate agents, stressing the expectation of diligence to reduce the risk of property fraud and disputes.

Final Orders and Relief

The court ordered:

1. Defendant liable to the plaintiff for contractual fees of 3%, payable within seven (7) days of the order.

2. Interest: to be assessed if not agreed.

3. Damages for breach of contract: to be assessed if not agreed.

4. Costs: fixed at NLe 20,000.

Commentary and Practice Note

This decision is a practical reminder that courts will enforce commercial agency relationships formed informally, including those evidenced through electronic communications, where conduct shows engagement and reliance. For practitioners and commercial actors:

• If acting as an estate agent, reduce fee arrangements to writing early, and document scope and payment triggers.

• If disputing agency, produce clear evidence of alternative agents and instructions, mere assertion may fail.

• WhatsApp and similar communications, once admitted, can become central to proving intention, engagement, and implied terms.

• Where a party benefits from facilitation and negotiation services leading to a completed sale, courts are slow to allow avoidance of remuneration on the basis of informality alone.

Tags and Categories

Categories: Contract, Agency, Commercial Practice, Evidence
Tags: oral agency, implied contract, estate agent commission, WhatsApp evidence, offer and acceptance by conduct, remuneration, credibility, damages, interest, costs

Cases and Laws Cited in the Attachment

Case Law

• New Zealand Shipping Co v A.M. Satterthwaite & Co Ltd [1975] AC 154

• Holland v Revenue and Customs Commissioners & Anor [2020] UKSC 5

• Smith v Hughes LR 6 QB 597

• Freeman v Cooke 2 Ex 654 (also referenced as 2 Ex at p.663), 8 LJ (Ex) 9

• Elison Kudakwashe Marko & Anor v Sto All Investments (Private) Ltd (2023) HH 270, HC 5262/20

• Alpha Trading Ltd v Dunnshaw-Patten Ltd [1981] QB 290

Statutes and Other Laws

• Law Reform (Miscellaneous Provisions) Act, Cap 19 (Laws of Sierra Leone 1960), section 4

• Judgment Act 1838

Secondary/Texts Mentioned (as cited in the ruling)

• Palmer’s Company Law

• Gower & Davies, Principles of Modern Company Law