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

The Court of Appeal, Lagos Division, has dismissed an appeal filed by businessman Mr. Whoba Ogo and two others, challenging a judgment of the Federal High Court 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 consequently dismissed it.

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.

Onyemenam had approached the Federal High Court (Suit No. FHC/L/CS/1232/2011) seeking reliefs under a JVA dated July 11, 2006.

The appellants raised a preliminary objection citing an arbitration clause, prompting the court to refer the matter to arbitration.

Before the Arbitral Tribunal, Onyemenam sought declarations that his removal as Director/Chief Executive Officer of the 3rd Defendant Company—without recourse to the JVA, without a board resolution, and without a shareholders’ meeting—was unlawful and violated the Companies and Allied Matters Act (CAMA).

He also challenged the removal of Sterling Chambers as Company Secretary/Legal Adviser and sought injunctions restraining the appellants from interfering with his functions, denying him access to company offices, tampering with bank mandates, or opening unauthorized bank accounts in the company’s name.

The Tribunal upheld Onyemenam’s claims, affirming that the JVA was valid and subsisting, that he was a bona fide shareholder, and that both his removal and that of Sterling Chambers were null and void.

It dismissed the appellants’ counterclaims and ordered each party to bear its own costs.

Dissatisfied, the first and second appellants approached the Federal High Court to set aside the award, while Onyemenam sought its enforcement.

Justice Ayokunle Faji recognised and enforced the award, prompting the appellants to file the appeal now dismissed.

In affirming the lower court’s decision, Justice Anka underscored the sanctity of arbitral awards, describing arbitration as an alternative dispute resolution mechanism with the binding 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 said.

The appellate court held that the Tribunal acted within the scope of the parties’ claims and that the award met all legal standards for validity. It further found that allegations of misconduct, excess of jurisdiction, and breach of fair hearing were baseless.

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 (reportedly at large), for alleged conspiracy, conversion, obtaining by false pretences, forgery, fraud, and money laundering.

The government alleged that the defendants conspired between 2011 and 2023 to fraudulently convert about N32 billion from Woobs Resources Limited’s account.

It claimed that the funds were unlawfully acquired through theft and fraud, in violation of sections of the Money Laundering (Prohibition) Act, 2011 (as amended).