Appeal Court Dismisses Ogo Woobs Resources’ Appeal, Affirms Validity of Joint Venture Agreement

The Court of Appeal in Lagos has dismissed an appeal filed by businessman Mr. Whoba Ogo and two others, challenging a Federal High Court judgment that upheld an arbitral award in favour of Mr. James Onyemenam over a disputed Joint Venture Agreement (JVA).

In a unanimous decision, the appellate court ruled that the appeal lacked merit and affirmed the lower court’s ruling.

Justice Abdulazeez Muhammed Anka delivered the lead judgment, with Justices Danlami Zama Senchi (Presiding) and Polycarp Terna Kwahar concurring. The appellants were Woobs Resources Limited, Ukachi Whoba, and Ogo, while Onyemenam was the sole respondent.

The case originated from Suit No. FHC/L/CS/1232/2011, filed by Onyemenam at the Federal High Court. He sought reliefs under a JVA dated July 11, 2006. In response, the appellants raised a preliminary objection based on the arbitration clause in the agreement, prompting the court to refer the matter to arbitration.

At the Arbitral Tribunal, Onyemenam challenged his removal as Director and CEO of the 3rd Defendant Company. He argued that the action violated the terms of the JVA, lacked a board resolution, and did not comply with corporate procedures under the Companies and Allied Matters Act (CAMA).

He also contested the removal of Sterling Chambers as the Company Secretary/Legal Adviser and sought injunctions to restrain the appellants from interfering in his official duties, obstructing his access to company premises, tampering with bank mandates, or opening unauthorized bank accounts in the company’s name.

The Tribunal found in Onyemenam’s favour, affirming that the JVA was valid and subsisting, that he remained a bona fide shareholder, and that both his removal and that of Sterling Chambers were null and void. The appellants’ counterclaims were dismissed, and each party was ordered to bear its own costs.

Dissatisfied with the outcome, the first and second appellants approached the Federal High Court seeking to set aside the arbitral award, while Onyemenam filed an application to enforce it. Justice Ayokunle Faji recognised and enforced the award, prompting the appeal that has now been dismissed.

In affirming the decision of the lower court, Justice Anka underscored the binding nature of arbitral awards, describing arbitration as a valid alternative dispute resolution mechanism that carries the force of a court judgment.

“I have carefully perused the arbitral award, the cases presented before the Tribunal, and the judgment of the lower court, and I have no hesitation in holding that the lower court was on firm ground in enforcing the award,” he stated.

The Court of Appeal held that the Tribunal acted within the scope of the parties’ submissions and that the award met all legal standards for validity. Allegations of misconduct, jurisdictional excess, and breach of fair hearing were found to be without merit.

Justice Anka concluded:
“All the points of attack presented by the appellants must necessarily fall flat, as none falls within the ambit of factors that can justify the nullification of an otherwise valid arbitral award. In the end, this appeal is devoid of merit and is hereby dismissed. No order as to costs.”

Meanwhile, Onyemenam is the nominal complainant in Charge No: FHC/L/138C/2025, filed by the Federal Government against Victor Ukutt and Whoba Ogo (said to be at large) over allegations of conspiracy, conversion, obtaining by false pretences, forgery, and money laundering.

According to the government, the defendants conspired between 2011 and 2023 to fraudulently convert about N32 billion from Woobs Resources Limited’s account. The funds were allegedly acquired through theft and fraud, in violation of the Money Laundering (Prohibition) Act, 2011 (as amended).