Chen Liberia Enterprise v SSF Enterpreneur, Inc. (2026)
Chen Liberia Enterprise, represented by its Manager, Chan Guang Jin ) of the City of Monrovia, Liberia Appellant Versus SSF Entrepreneur, Inc., represented by its Managing Director, Shawki Fawaz, and other corporate officers of 1 1 th Street, Sinkor, Monrovia, Liberia Appellee
APPEAL
ACTION OF DEBT
Heard: June 9, 2026 Decided: August 28, 2026
MR. CHIEF JUSTICE GBEISAY DELIVERED THE OPINION OF THE COURT
This appeal sprouts from a ruling made by the Debt Court for Montserrado County on June 8, 2022. The trial court ruled against Chen Liberia Enterprise, appellant herein, adjudging SSF Entrepreneur Inc., (appellee) herein not liable to the appellant. The appellant excepted to the said ruling and appealed to this Court of last resort. The appellant has vehemently urged us to overturn the decision of the lower court as according to it, the decision of the lower court is against the evidence and is unfair.
We now recount the facts to give this opinion an appellate foundation. The appellant initiated an action of debt against the appellee alleging that, it and the appellee executed a contract with the appellant being the sub-contractor on April 8, 2017, for the construction of two gravel roads in Lofa County by it (appellant); that the appellee did not pay all the money as per their contractual agreement and that the appellee owes it a balance of One Hundred and Eighteen Thousand United States Dollars (US$118,000.00). The appellant also alleged that the appellee owes it Forty-three thousand One Hundred and Eight United States Dollars
(US$43,108.00) which is a balance owed for one hundred and forty-seven (147) loads of 12 cubic meters of crushed rocks delivered at the construction site, which the appellee has refused to pay despite multiple demands made by the appellant lawyers. The appellant then prayed the trial court to adjudge the appellee liable for the said amount and award six percent (6%) interest per annum and all other legal, just and equitable remedies that are available.
The appellee filed its answer averring that the sub-contract that the appellant mentioned that was entered into by them was mutually terminated and it (appellee) paid the appellant for the work performed or completed under the sub-contract; that it is not indebted to the appellant in the amount that the appellant claims for work allegedly performed under the cancelled subcontract; that it is only indebted to the appellant in the amount of Twenty-Four Thousand Seven Hundred and Thirty Six Thousand United States Dollars (US$24,736.00), which represents an outstanding balance for crushed rocks that were supplied by the appellant. The appellee then prayed the court to deny and dismiss the appellant’s complaint.
The appellant filed a reply in which it denied ever agreeing to or signing a cancellation agreement of the contract with the appellee; that the appellee owes it the amount as sued for in its complaint but that the appellee made payments of Thirty-Five Thousand United States Dollars from this amount so, the appellee actually owes it One Hundred and Twenty-Six Thousand One Hundred and Eight United States Dollars (US$126,108.00). The appellant then asked the trial court to deny and dismiss the appellee’s answer and further reiterated its prayers as found in its complaint.
Thereafter, the appellant filed a motion for summary judgment arguing that the appellee had conceded to owing it Twenty-Four Thousand Seven Hundred and Thirty-Six United States Dollars (US$24,736.00) and therefore it should be made to pay. The said motion was granted in the appellant’s favor and a bill of cost with the said amount as claimed and conceded to by the appellee was prepared.
The case was then ruled to trial on the disputed amount of One Hundred and One Thousand Three Hundred and Seventy-Two United States Dollars (US$IOI ,372.00). Trial commenced on September 3, 2020. During the trial, the appellant produced three regular witnesses and one subpoenaed witness, while the appellee produced two witnesses and one subpoenaed witness. After both parties rested with the production of oral and documentary evidence, arguments were heard pro et con and thereafter, the trial court ruled in favor of the appellee, concluding in its ruling that the appellant did not establish its claim against the appellee for the disputed amount.
The appellant excepted and announced appeal to this Court of last resort. The appellant filéd a five-count bill of exceptions. The appellant in its bill of exceptions argued that the trial judge committed reversible error when: he ignored and failed to take into consideration appellant’s response to the appellee’s allegation that they had a discussion which culminated into the parties agreeing to cancel the sub-contract, an allegation that appellant vehemently denied and that the said agreement proffered by the appellee is a product of fraud and that the trial judge overlooked or ignored appellee’s witness contradictory statements about the original cancellation document which further supports appellant’s claim that the said cancellation is a product of fraud; that the trial judge committed reversible error when he marked and admitted into evidence a photocopy of the alleged cancellation letter without verifying the original, despite objections and conflicting testimony about its location; that the judge erred when he held that the appellant did not prove its case by the preponderance of the evidence by ignoring the oral and documentary evidence adduced during trial, including a witness from the Ministry of Agriculture who confirmed that the road works had been completed by the appellant; that the trial judge erred when he ruled that the appellant did not produced a completion certificate or promissory note to show that he completed the contract as this was not a requirement under the said contract; that the trial judge erred when he reasoned that because the appellant’s two subpoenaed witnesses did not know about the said debt, therefore, there was no debt.
We note and it is evident from the records that both parties concede that there was a valid contract executed between them for roadworks; the point of contention is that the appellee has argued that the said contract was terminated mutually and that it owes the appellant no more money than what it has already paid. The appellant has rejected this contention and is insisting that the appellee owes it money under the contract that was consummated between the parties.
We must now determine based upon the records and the evidence adduced at trial if the contract signed by the parties was mutually terminated.
We now move to examine the evidence and the records with the intent of bringing this controversy to a fair legal end.
The records reveal that the appellee, on October 28, 2014, entered into a written agreement (hereinafter “the Prime Contract”) with the Ministry of Agriculture, through its Project
Implementation Unit (PIU), for the “Construction/Rehabilitation of gravel road pavement in Lofa County, for a total contract price of Four Hundred Seventy-Two Thousand Two Hundred
Thirty-Four United States Dollars and Fifteen Cents (US$472,234.15); that thereafter, on April 8, 2017, the appellee, entered into a Sub-Contract with the appellant to carry out the construction of two gravel roads in Lofa County as per the original contract entered into between the appellant and the Government of Liberia. The total amount under the subcontract to be paid the appellant upon completion of the services as provided by the terms of the sub-contract was One Hundred and Fifty-Eight Thousand United States Dollars (US$158,OOO.OO).
It is this contract that the appellee has alleged was mutually terminated by the parties, which the trial court after conducting a trial agreed to. We now examine the evidence de novo to make a determination.
The appellee pleaded a letter which it relied upon as the mutual cancellation contract. We quote the letter verbatim for the benefit of this opinion:
Mr. Chan Guang Jin Manager Chen Liberia Enterprise
“Dear Sir,
Subject: Cancellation of Works Contract for the Construction of Two Gravel Roads in Lofa
County
Reference to several verbal warnings regarding your nonadherence to our agreed schedule of works, and reference to our meeting held at our office last week, I am officially writing you to inform you that SSF Entrepreneur Inc., has decided to cancel your contract for the construction of two gravel roads in Lofa County, [Emphasis Ours].
As per contract terms and conditions, the patties have agreed that this contract shall be for a period of sixty (60) days beginning at the date of signing of this contract (April 8, 2018). Sixty-days have elapsed and you have only completed one of the assigned roads so far, and did not mobilize to the 2nd road, hence SSF Entrepreneur Inc., has decided to cancel this contract as mentioned above, and our management has also decided to carry out the works by itself.
As per our accounts, you have received so far 2,000 gallons of fuel on account, amounting to US$5,980.00 and a GT Bank Cheque amounting to US$7,000.00. You have completed works in the amount of US$55,000.00 up to the date of cancellation of this contract. Due to the fact that SSF has to remobilize its equipment, a sum of US$22,000.00 will be deducted from your completed works, in order to compensate our company to remobilize/demobilize our equipment to Lofa County.
Based upon the above, please pass by our office to receive final payment amounting to US$20, 000.00 against your executed works.
Mr. Chen, we are sorry that we have reached to such an ending, but I would like to emphasize that SSF is looking fotward to conduct more business in the future with your company, especially the purchase of crushed rocks as we have been doing for years now.
We hope that our future works will be more effective and successful.
Sincerely yours,
Toufic Haidar
Deputy Managing Director’
It is the above cited letter that the appellee relied upon to show that the contract was mutually cancelled between the parties and the trial judge agreed to this assertion by the appellee. On the face of the document, it shows a purported signature which the appellee claims is the appellant’s signature receiving and acknowledging the said letter. This letter is clearly not a mutual termination letter as it is clear on the face of the letter that the appellee acted unilaterally and terminated the contract on the grounds that it stated within the letter. From the perusal of the contract, it is obvious that one party could not terminate the contract as seemed was not a clause in the contract.
The appellant has argued that he did not sign any mutual termination agreement, the appellee was under obligation to show proof of the appellant’s signature by bringing evidence to show that the purported signature on the said document is valid, something that wasn’t done. But in the interim, assuming arguendo that the appellant’s did sign the said document, it still doesn’t magically transform it into a mutual termination agreement as stated earlier, the content of the letter is clear on its face that the appellee acted unilaterally; moreover, the appellant has argued that his signature on the said letter is a product of fraud, but say for argument sake, that the signature on the letter is genuine, (a determination we do not make here) the said letter shows that the appellant manager allegedly signed acknowledging receipt of the said letter and nothing else. The letter clearly states that “SSF Entrepreneur Inc., (appellee herein) has decided to cancel this contract”, thus signifying a unilateral act. Moreover, the letter justifies the said cancellation on alleged grounds of, failure to adhere to the schedule, completion of only one road and failure to mobilize the second road amongst others, grounds which points to an alleged breach rather than mutual consent. There being no evidence of mutual assent, no bilateral agreement, and no joint execution of termination terms, the said termination was not mutual but unilateral. Moreover, the appellee’s argument that the appellant received the Twenty-Thousand United States Dollars (US$20,000.00) as provided for in the termination letter doesn’t amount to the contract being mutually terminated.
We quote a provision from the letter again to show that this was not a mutual termination but rather an outright unilateral cancellation of the contract by the appellee, “Reference to several verbal warnings regarding your nonadherence to our agreed schedule of works, and reference to our meeting held at our office last week, I am officially writing you to inform you that SSF Entrepreneur Inc., has decided to cancel your contract for the construction of two gravel roads in Lofa County.” [Emphasis Ours].
Therefore, we are not persuaded by the appellee’s assertion that because the appellant accepted some payment meant he agreed to cancel the contract mutually with the appellee as party’s concession cannot make an illegal act legal or a unilateral act mutual, acceptance of payment under this circumstance may go to mitigation or compliance under protest but not necessarily mutual assent. This letter being clear on its face, we believe that there is no need for further analysis on the matter and neither is it necessary.
Since we have determined that the letter amounts to a unilateral termination and not a mutual termination, we now move to determine from the records whether the appellant proved with the preponderance of the evidence that he completed the works as per the agreement between it and the appellee. The trial court ruled that the appellant failed to prove its claim of One Hundred and Eighteen Thousand United States Dollars (US$118,000.00) against the appellee, the appellant has vehemently argued that it did prove its claim against the appellee.
The sub-contract signed between the parties provides that: “The patties agree that this contract shall be for a period of sixty (60) days beginning at the date of the signing of this contract. Contractor shall abide by the schedule of work. FuHher, the contractor understands the necessity to be on time and pefform a professional job within the stipulated time frame. Accordingly, the contractor shall be assessed a penalty of five percent (5%) per deviation from the schedule as provided seven (7) days after notice given by the main contractor’s representative did not adhere to. ”
Besides this provision in the contract, there is no other provision that lays out a clear ground for the termination of the contract, nor does it directly spell what a breach that would amount to termination of the contract is, in other words, the contract is vague as to what constitutes a breach that would lead to termination. The contract only provides a penalty of five percent (5%) if the contractor (appellant) deviates from the sixty-day period schedule. But it is evident that a contract can be terminated for breach where there is no valid legal excuse for such
breach. So, we now review the records to determine if the appellant breached the said contract to warrant termination by the appellee.
Appellant’s first witness, Mr. Chang Guang Jin, testified that his company was contracted by SSF to work on two roads in Lofa County; that he mobilized his machinery and worked on the roads until completion; he further testified that he did not sign any cancellation document; that he supplied crushed rocks to the appellee valued at Seventy-Four Thousand Eighty-eight United States Dollars (US$74,088.00) but only Sixty-Thousand United States Dollars (US$60,000.00) was paid to him; that even though he complete the road works, he did not receive a certificate of completion because, his company wasn’t a party to the original contract as his company sub-contracted with the appellee to do the work and the appellee did not issue it certificate of completion because the appellee did not want to pay the full contract amount; the witness also testified that he received the amount of Twenty-two thousand United States Dollars (US$22,000.00) under the road works contract from the appellee.
Thereafter, the project engineer at the Ministry of Agriculture (MOA) for the project subject of this dispute was subpoenaed by the appellant to testify. In his testimony, he testified that he was the engineer responsible for monitoring and supervising all civil work contracts undertaken by the project; that a contract was signed between the MOA and the appellee for the said roads construction; that during his supervision, he saw Mr. Chen (appellant’s) proprietor on the road with equipment working but he has no idea if Mr. Chen was subcontracting from the appellee; that his role was to supervise the work which he did through his interaction with Mr. Chen; that as far as he knows, the contracts that were awarded to the appellee were completed and the appellee was duly paid.
After the appellant rested with the production of oral and documentary evidence, the appellee first witness Alif Ghani, who is the Chief Financial Officer of the appellee took the stand, he testified that he got to know the appellant’s proprietor, Mr. Chen when the appellee entered into a contract with the MOA for the rehabilitation of two (2) roads in Lofa County and then sub-contracted the appellant; that the appellant failed to perform the work according to the sub-contract and there was pressure upon it (appellee) from the MOA to complete the work; that both parties mutually signed a MOU for the cancellation of the road contract. On the cross, the witness testified that he never visited the site where the works on the contract was being executed but was told by the appellee’s on-site engineer for the project about the nonperformance of the appellant; the witness also testified that the appellant was informed and notified verbally about non-performance under the contract between the parties.
The appellee’s second witness took the stand and testified that he works with the appellee as a civil engineer; that’Mr. Chen was not performing the contract, so he (Mr. Chen) was issued several verbal instructions and warnings for him to complete the contract but he could not so a termination letter was issued him and he was paid for the amount of work he performed; that the appellee had to remobilize and fix the road itself because it was the main contractor. The testimonies from the appellee’s witnesses aimed at proving that the appellant did not complete the roadworks as per the sub-contract, the appellant has denied this and has argued that it did complete the works as specified under the said sub-contract between it and the appellee. However, upon review of the testimonies from the project engineer and project coordinator from the Ministry of Agriculture, the agency of the Liberian Government that give the contract to the appellee before it sub-contracted the appellant, it is evident that the appellant was the only person that worked on the road project and that the said project was completed and the appellee was fully compensated for the said project.
These testimonies are credible and must be given weight. These testimonies are from the owner of the project, the Government of Liberia thru the Ministry of Agriculture (MOA), and the engineering supervisor from the MOA who has the technical knowledge on the execution of the project testified that the project was inspected and that the works were completed satisfactorily and the Ministry of Agriculture proceeded to pay the full contract amount to the appellee after the work was inspected and the Ministry was satisfied with the work as it was done in line with the contract signed.
We do not see how in the face of this testimony and other evidence in the records that show that full payment was made to the appellee based upon the checks issued it by the Ministry and the absence of any warning letter to the appellant by the appellee in the records for failure to perform, that the trial court ruled in the appellee’s favor. The appellant denied all along that it did not receive any letter from the appellee, the appellee has argued that these warnings were verbal, it is the appellant’s word against the appellee’s word but the evidence show that this was not the case as the owner of the project testimony clearly established that the appellant was the one that carry out the work on the road as per the original contract and that the work was done and completed in accordance with the contract and that the Ministry of Agriculture was satisfied and made full payment to the appellee.
We are convinced that based upon the oral and documentary evidence in the records that the appellant proved its case with the preponderance of the evidence. The trial judge’s assertion or reasoning that because no one from the appellant’s company knew of the indebtedness of the amount the appellant is claiming against the appellee and the fact that the appellant did not produce any certificate of completion or a promissory note from the appellee to the appellant, therefore, the appellant did not prove its case with the preponderance of the evidence is untenable.
As stated earlier, the appellant entered into a sub-contract with the appellee, so it is clear that the certificate of completion would have been issued to the appellee by the owner of the contract, that is the Ministry of Agriculture, the appellee decided not to issue the appellant certificate of completion for reasons best known to itself, also, the fact that only the appellant’s proprietor knew about the indebtedness of the appellee to the appellant without any other member of the company knowing doesn’t in any way prove that the appellee is not indebted to the appellant, in fact, it does not speak to anything concerning the debt.
Preponderance of the evidence is the greater weight of the evidence, not necessarily established by the number of witnesses one produces or testifying to a fact, but by the evidence that has the most convincing force. Insurance Company of Africa et al v. Fantastic store, 32 LLR 366 (1984).
The appellant having proved its case with the preponderance of the evidence that the appellee is liable for the amount that was sued for, it is our decision that the appellee be made to pay same.
In view of the foregoing, it is our considered decision that the decision of the lower court be and same is hereby reversed. The appellee is adjudged liable to the appellant for the amount of One Hundred and One Thousand Three Hundred and Seventy-Two United States Dollars (US$IOI ,372.00), as the outstanding payment left on the sub-contract that was executed between the parties.
WHEREFORE AND IN VIEW OF THE FOREGOING, the final ruling of the lower court is reversed. The appellee is adjudged liable to the appellant as stated above. The Clerk of this Court is ordered to send a Mandate to the court below, commanding the judge presiding therein to resume jurisdiction and give effect to this Judgment. Costs are ruled against the appellee. IT IS HEREBY SO ORDERED.
WHEN THIS CASE WAS CALLED FOR HEARING COUNSELLORS G. MOSES PAEGAR OF THE JUSTICE
ADVOCATES AND PARTNERS IN ASSOCIATION WITH MARK M.M. MARVEY OF THE BEYOND LAW CHAMBERS APPEARED FOR THE APPELLANT. COUNSELLOR J. JOHNNY MOMOH FROM J. JOHNNY MOMOH AND ASSOCIATES LEGAL CHAMBERS APPEARED FOR THE APPELLEE.
Reversed.