Ghana’s ace legal luminary, Prof Kwame Gyan Esq, has secured a major legal victory for Justmoh Construction Limited after the High Court in Accra set aside a US$33.3 million arbitral award obtained against the company in connection with the Boankra Inland Logistics Terminal Project.
The ruling, delivered on Wednesday, May 6, by the Commercial Division 2 of the High Court presided over by Justice John-Mark Nuku Alifo, nullified in its entirety the arbitral award issued on December 10, 2025 in favour of Ashanti Port Services Limited.
In a significant finding, the Court held that APSL lacked the corporate capacity to initiate the arbitration proceedings and further found that the company’s board was improperly constituted under the governing Shareholders’ Agreement.
“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 court held.
The dispute arose from the Boankra Inland Logistics Terminal Project, a major inland port initiative involving the Government of Ghana through the Ministry of Transport and the Ghana Shippers’ Authority, alongside the Ghana Ports and Harbours Authority (GPHA) and Afum Quality Limited.
In August 2022, APSL engaged Justmoh Construction Limited as Engineering, Procurement and Construction contractor for Phase 1A of the project.
According to court documents, APSL subsequently failed to secure the required financing for the project and did not achieve financial close under the concession arrangement.
The Court heard that GPHA later paid US$33.3 million as part of a share subscription arrangement in APSL, with the funds transferred directly into Justmoh’s account as mobilisation payment to commence work on the project.
However, after the Ghana Shippers’ Authority terminated the concession agreement in August 2023 and the state assumed control of the project, APSL proceeded to initiate arbitration proceedings against Justmoh in December 2023, seeking a refund of the funds.
The arbitral tribunal later ruled in favour of APSL and ordered Justmoh to repay the US$33.3 million together with interest and other reliefs.
But in a 40-page ruling, the High Court upheld substantial portions of submissions advanced by Prof. Gyan on behalf of Justmoh Construction Limited and found multiple defects in APSL’s case.
The Court ruled that APSL had failed to obtain proper board authorisation before commencing arbitration proceedings, stressing that corporate capacity must exist at the time legal action is initiated and cannot be acquired retrospectively.
It further held that the purported board meeting convened in January 2024 to ratify the arbitration proceedings was invalid because the board itself was not properly constituted in accordance with the Shareholders’ Agreement, which required representation from key stakeholder institutions, including GPHA and the Ghana Shippers’ Authority.
The Court also rejected APSL’s argument that Justmoh had waived its jurisdictional objections 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 further held that APSL lacked a valid cause of action at the time the arbitration commenced because the state had already exercised its step-in rights under the concession agreement following the project’s termination.
On the issue of the disputed funds, the Court found that the US$33.3 million constituted payment by GPHA for share subscription in APSL rather than a recoverable loan advanced by APSL to Justmoh.
The Court additionally observed that granting APSL a refund would amount to unjust enrichment, particularly given findings that APSL itself had contributed to the contractual breaches that led to state intervention in the project.
“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 ruling effectively wipes out the entire arbitral award against Justmoh Construction Limited and marks a significant legal setback for APSL in the long-running dispute over the Boankra Inland Logistics Terminal Project.
Source: www.kumasimail.com
