Ghana’s ace legal luminary, Prof Kwame Gyan Esq, has secured a significant victory for Justmoh Construction Limited after the High Court in Accra overturned a US$33.3 million arbitral award issued against the company over the Boankra Inland Logistics Terminal Project.

The Commercial Division 2 of the High Court, presided over by Justice John-Mark Nuku Alifo, on Wednesday, May 6, set aside the entire arbitral award granted in December 2025 in favour of Ashanti Port Services Limited.

The Court found that APSL lacked the legal and corporate capacity to commence the arbitration proceedings and also ruled that the company’s board was improperly constituted under the governing Shareholders’ Agreement.

In a key aspect of the ruling, the Court held that: “The ex post facto attempt to ratify the Chief Executive Officer’s decision to refer the dispute to arbitration could not cure a fundamental defect which goes to the very root of the case.”

The legal battle stems from the Boankra Inland Logistics Terminal Project, a major inland port development involving the Ministry of Transport, the Ghana Shippers’ Authority (GSA), the Ghana Ports and Harbours Authority (GPHA), and Afum Quality Limited.

APSL had engaged Justmoh Construction Limited in August 2022 as the Engineering, Procurement and Construction contractor for Phase 1A of the project.

Court records showed that APSL later failed to secure the required financing needed to achieve financial close under the concession agreement.

The Court heard that GPHA subsequently injected US$33.3 million into APSL through a share subscription arrangement, with the funds transferred directly to Justmoh as mobilisation payment to begin work on the project.

However, following the termination of the concession agreement by the Ghana Shippers’ Authority in August 2023 and the state’s assumption of control over the project, APSL initiated arbitration proceedings against Justmoh in December 2023, demanding repayment of the funds.

The arbitral tribunal later ruled in APSL’s favour and ordered Justmoh to refund the US$33.3 million together with interest and other consequential reliefs.

But in a detailed 40-page ruling, the High Court accepted substantial arguments advanced by Prof. Gyan on behalf of Justmoh and identified what it described as fundamental defects in APSL’s case.

The Court held that APSL failed to obtain proper board approval before commencing arbitration proceedings, emphasising that corporate capacity must exist at the point legal action is initiated and cannot be cured retrospectively.

It also ruled that the January 2024 board meeting purportedly convened to ratify the arbitration process was itself invalid because the board did not comply with the composition requirements outlined in the Shareholders’ Agreement, particularly regarding representation from GPHA and the Ghana Shippers’ Authority.

The Court further dismissed APSL’s contention that Justmoh had waived its right to challenge jurisdiction by participating in the arbitration proceedings.

According to the ruling, “the doctrine of waiver applies only in respect of minor procedural irregularities, and not in respect of matters going to jurisdiction.”

Justice Alifo additionally ruled that APSL lacked a valid cause of action when the arbitration commenced because the Government had already exercised its step-in rights after terminating the concession agreement.

On the disputed funds, the Court determined that the US$33.3 million was not a recoverable loan from APSL to Justmoh, but rather payment made by GPHA for share subscription in APSL.

The Court also raised concerns over unjust enrichment, observing that APSL could not legitimately seek reimbursement for monies it did not directly advance.

“It would… be unfair for APSL to receive, by way of refund, monies which were not in fact advanced by it,” the Court held.

The decision effectively nullifies the entire arbitral award against Justmoh Construction Limited and delivers a major setback to APSL in the protracted dispute surrounding the Boankra Inland Logistics Terminal Project.

Source: Citinewsroom