High Court quashes $33.3 millon arbitral award against Justmoh Construction

The High Court (Commercial Division 2) in Accra has set aside a $33.3 million arbitral award previously granted in favour of Ashanti Port Services Limited (APSL) against Justmoh Construction Limited over the Boankra Inland Logistics Terminal Project in the Ashanti Region.

The decision, delivered by Justice John-Mark Nuku Alifo, nullifies the final arbitral award issued on December 10, 2025, which directed Justmoh Construction to refund the amount together with interest and other reliefs.

The court upheld an application filed by Justmoh Construction under Section 58 of the Alternative Dispute Resolution Act, 2010 (Act 798), stressing that its role was not to review the merits of the arbitral ruling, but to determine whether there were legal grounds to set aside the award.

Background

The dispute arose from the Boankra Inland Logistics Terminal Project, a major infrastructure initiative involving the Government of Ghana, the Ministry of Transport, the Ghana Shippers’ Authority and the Ghana Ports and Harbours Authority (GPHA).

In August 2022, APSL engaged Justmoh Construction as the Engineering, Procurement and Construction (EPC) contractor for Phase 1A of the project.

However, APSL reportedly failed to secure the necessary financing to execute the project.

As part of a share subscription arrangement in APSL, GPHA transferred $33.3 million directly to Justmoh Construction as mobilisation funds for commencement of work.

The concession agreement was later terminated in August 2023 after APSL failed to achieve financial close, leading to the Government of Ghana taking over the project through GPHA.

Despite the termination, APSL initiated arbitration proceedings in December 2023 and subsequently secured an arbitral award directing Justmoh Construction to refund the $33.3 million.

Court Findings

In setting aside the arbitral award, the High Court identified several legal and procedural flaws.

The court held that APSL lacked the legal capacity to commence arbitration because it failed to obtain proper board authorization before initiating proceedings.

An attempt to ratify the decision afterward was ruled invalid, as such approval ought to have existed at the time the arbitration was filed.

Justice Alifo further ruled that APSL’s board was not properly constituted in accordance with its Shareholders’ Agreement when it purportedly approved the arbitration process, rendering the board’s decisions legally ineffective.

The court also dismissed arguments that Justmoh Construction had waived its right to challenge the tribunal’s jurisdiction by participating in the arbitration proceedings, emphasizing that jurisdictional defects cannot be cured through participation.

Additionally, the court found that APSL no longer had enforceable rights over the project after the concession agreement was terminated and government assumed control of the project.

On the issue of unjust enrichment, the court noted that the $33.3 million was paid by GPHA as a share subscription in APSL and not as a loan recoverable from Justmoh Construction.

The court observed that allowing APSL to recover the funds would amount to permitting the company to benefit from money it did not directly provide.

It further indicated that APSL could not benefit from its own contractual breaches, which contributed to the collapse of the project arrangement. 

Consequently, the High Court set aside the arbitral award in its entirety.

 Source: Classfmonline.com