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CHEVRON U.S.A. INC & ANOR v. BRITTANIA-U NIGERIA LIMITED & ORS

(2018) LPELR-43519(CA)

In The Court of Appeal of Nigeria

On Friday, the 19th day of January, 2018

CA/L/1105/16


Before Their Lordships

MOJEED ADEKUNLE OWOADE Justice of The Court of Appeal of Nigeria

HAMMA AKAWU BARKA Justice of The Court of Appeal of Nigeria

BOLOUKUROMO MOSES UGO Justice of The Court of Appeal of Nigeria


Between

1. CHEVRON U.S.A. INC.
2. MR. HERMANT PATEL - Appellant(s)

AND

1. BRITTANIA-U NIGERIA LIMITED
2. CHEVRON NIGERIA LIMITED
3. BNP PARIBAS SECURITIES CORPORATION
4. SEPLAT PETROLEUM DEVELOPMENT COMPANY LTD - Respondent(s)


Other Citations

; ;


Summary

INTRODUCTION:
This appeal borders on Jurisdiction of the Federal High Court in matters of Contract.

FACTS:
The appeal was from the ruling of Yunusa J. of the Federal High Court, Lagos.

The case of 1st respondent at the trial Court was that, sometime in 2013 she participated in a bid undertaken by 2nd respondent for the sale of its interests in three Oil Mining Leases (OMLs) 52, 53 and 55 ("Assets"). She averred that, following the bid round and meetings held between her 2nd and 3rd respondents on the 14th of November 2013 the U.S.A. where according to her requirements were reviewed by 2nd and 3rd respondents and further presentations made by her bankers, there was an acceptance of her final bid offer by the vendors and so a contract exists between her and the defendants for the acquisition of 2nd respondent's 40% interest in the said Oil Mineral Leases but appellants and 2nd to 3rd respondents have refused to declare her the winner and execute with her a Sale and Purchase Agreement, otherwise called SPA. She also averred that 4th respondent was granted unfair, unjust and unauthorized access to her bid documents, her financial model and analysis in breach of a Confidentiality Agreement signed by the parties. She claimed this fact was confirmed by 4th respondent's Managing Director during an unsolicited visit to her Chief Executive Officer.

She thus approached the Federal High Court for it to declare, basically, that there already exist between her, appellants and 2nd and 3rd respondents a binding contract for the transfer of oil Mineral Leases 52, 53 and 55; that the Court order specific performance of that binding contract and award exemplary damages against the defendants for breach of contract, among other reliefs.

???It was to that suit and its claims the defendants, including appellants, raised preliminary objections challenging the jurisdiction of the Federal High Court to entertain the suit of 1st respondent (Brittania-U Nigeria Limited) because, according to the objectors: (1) the Federal High Court lacked subject matter jurisdiction to entertain it, and (2) that the suit disclosed no reasonable cause of action, some defendants were wrongly joined and the suit ought to have been referred to arbitration.
Appellants also sought orders referring the dispute for arbitration if the Federal High Court held that it has jurisdiction. They also wanted an order striking 2nd respondent out of the suit on the grounds that she was an agent to a disclosed principal and so wrongly joined.

After hearing counsel on the objections, the learned trial judge delivered a composite ruling, dismissing all the objections. His Lordship held that the Federal High Court had original jurisdiction to the exclusion of any other Court to hear and determine the dispute in the suit because it is connected to mines and minerals including oil fields, oil mining, geological surveys and natural gas under Section 251(1) of the Constitution which confers exclusive jurisdiction on the Federal High Court; involved the administration or management and control of the federal government or any of its agencies namely NNPC; that the suit involved interpretation of the 1999 Constitution of the Federal Republic of Nigeria which was the exclusive preserve of the Federal High Court; and that the claims in the suit cannot be resolved by arbitration. His Lordship, in answering the question of the reasonableness of the respondent's cause of action, questioned the fairness and transparency of the bid process organized by the 1st appellant and held that by virtue of that, 1st respondent had a reasonable cause of action to question that exercise.

Dissatisfied, appellants filed this appeal. Second to fourth respondents refrained from opposing the appeal and did not file briefs.

ISSUES:
The following issues for determination were considered in the appeal:
1. Whether the lower Court was right when it held that it had jurisdiction to entertain the substantive suit.
2. Whether the lower Court was right when it held that 2nd appellant whom it had held to be an agent of the appellant was a necessary party to the suit before the lower Court.
3. Whether the lower Court was right when it held that the dispute between the parties cannot be resolved by arbitration.
DECISION/HELD:
???In the final analysis, following the success of issue 1 and issue 2 in part, the appeal was allowed.


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