Prof Kwame Gyan has secured a major legal victory for Justmoh Construction Limited after the Commercial Division 2 of the High Court in Accra overturned a US$33.3 million arbitral award previously granted against the company.
The ruling, delivered on Wednesday, May 6, by Justice John-Mark Nuku Alifo, set aside the December 2025 arbitration decision that had favoured Ashanti Port Services Limited.
The Court found that APSL lacked the legal and corporate authority to initiate the arbitration proceedings and further held that the company’s board had not been properly constituted under the applicable Shareholders’ Agreement.
A central aspect of the ruling was the Court’s finding that attempts to retrospectively approve the decision to pursue arbitration could not correct what it described as a fundamental defect affecting the entire case.
The dispute arose from the Boankra Inland Logistics Terminal Project, a major inland port development involving the Ministry of Transport, the Ghana Shippers’ Authority, the Ghana Ports and Harbours Authority, and Afum Quality Limited.
Court records showed that APSL had contracted Justmoh Construction in August 2022 to undertake Phase 1A of the project but later failed to secure the financing required to achieve financial closure.
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 for the project.
Following the termination of the concession agreement by the Ghana Shippers’ Authority in August 2023 and the state’s takeover of the project, APSL initiated arbitration proceedings seeking repayment of the funds.
Although the arbitral tribunal initially ruled in favour of APSL, the High Court later accepted arguments presented by Prof Gyan that APSL lacked proper board approval before commencing arbitration.
The Court also ruled that a January 2024 board meeting convened to ratify the arbitration process was invalid because it failed to meet board composition requirements under the Shareholders’ Agreement.
Additionally, the Court rejected APSL’s argument that Justmoh had waived its right to challenge the tribunal’s jurisdiction simply by participating in the arbitration proceedings.
Justice Alifo further held that APSL had no valid cause of action at the time arbitration commenced because the Government had already exercised its step-in rights after terminating the concession agreement.
On the issue of the disputed funds, the Court concluded that the US$33.3 million did not constitute a recoverable loan from APSL to Justmoh but rather represented funds injected into APSL by GPHA through a share subscription arrangement.
The Court also expressed concern over possible unjust enrichment, stating that APSL could not legitimately seek repayment for funds it did not directly provide.
The ruling effectively nullifies the entire arbitral award against Justmoh Construction Limited, marking a significant setback for APSL in the long-running dispute over the Boankra Inland Logistics Terminal Project.
