High Court overturns US$33.3 million arbitration award in Boankra project dispute

The Commercial Division of the High Court in Accra has overturned a US$33.3 million arbitral award issued against Justmoh Construction Limited in a major legal battle linked to the Boankra Inland Logistics Terminal Project.

Presiding judge, His Lordship John-Mark Nuku Alifo, ruled on Wednesday that the arbitral award secured by Ashanti Port Services Limited (APSL) on 10 December 2025 could not stand, setting it aside in its entirety.

The award had directed Justmoh Construction Limited to refund US$33.3 million to APSL, together with accrued interest and other consequential reliefs arising from disputes surrounding the execution of the Boankra inland port project.

Delivering a detailed 40-page ruling, the Court upheld an application brought by Justmoh under Section 58 of the Alternative Dispute Resolution Act, 2010 (Act 798).

The Court clarified from the outset that the proceedings before it were not intended to re-examine the merits of the arbitral tribunal’s findings, but rather to determine whether the award suffered from legal and jurisdictional defects sufficient to warrant its nullification under the law.

The case traces back to the Boankra Inland Logistics Terminal Project, one of Ghana’s flagship transport infrastructure initiatives intended to serve as an inland port hub.

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The project was structured under a concession arrangement involving the Ministry of Transport, the Ghana Shippers’ Authority (GSA), the Ghana Ports and Harbours Authority (GPHA), and Afum Quality Limited.

APSL was incorporated as the special purpose vehicle to manage the project under a shareholders’ agreement requiring a multi-party board structure representing all key stakeholders.

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

However, the Court found that APSL failed to secure the financing necessary to achieve financial close for the project as required under the concession arrangement.

The ruling noted that GPHA was subsequently directed to acquire shares in APSL, leading to the injection of US$33.3 million into the project. The amount was later transferred into Justmoh’s account as mobilisation funding to enable work to commence.

The project later encountered setbacks after APSL allegedly failed to meet critical financial obligations.

This eventually led to the termination of the concession agreement by the Ghana Shippers’ Authority on 5 August 2023, after which the Government, acting through the Ministry of Transport, took control of the project site and assets.

The government also directed GPHA to assume management responsibility for the project going forward.

Justmoh later terminated the EPC contract in October 2023, accusing APSL of breaching contractual obligations, including failure to honour certified payment certificates.

Despite the collapse of the concession arrangement and the State’s intervention, APSL proceeded to file arbitration proceedings at the Ghana Arbitration Centre in December 2023.

One of the central findings of the High Court was that APSL lacked the necessary corporate authority to initiate arbitration proceedings at the time the case was filed.

According to the Court, APSL commenced arbitration without first obtaining proper board approval as required under its governing shareholders’ agreement.

Although APSL later attempted to ratify the decision through a board meeting held in January 2024, the Court ruled that the move came too late and could not retroactively cure the defect.

The Court further found that the board meeting itself was flawed because it excluded nominee directors representing GPHA and GSA, contrary to the agreed governance structure of the company.

Justice Alifo held that a board which is improperly constituted cannot lawfully bind the company through its resolutions.

The Court also rejected arguments that Justmoh had forfeited its right to challenge the tribunal’s jurisdiction merely because it participated in the arbitration proceedings.

According to the ruling, participation in proceedings does not prevent a party from raising objections where the dispute concerns fundamental jurisdictional issues.

The Court further held that APSL no longer possessed any enforceable right of action against Justmoh once the concession agreement had been terminated and the Government exercised its step-in rights over the project.

In examining the disputed US$33.3 million, the Court concluded that the money originated from GPHA as payment for share acquisition in APSL rather than as a loan advanced by APSL to Justmoh.

The Court therefore questioned the legal basis upon which APSL sought repayment of the amount from the contractor.

The Court additionally warned that allowing APSL to recover the funds under the circumstances would amount to unjust enrichment.

Justice Alifo observed that APSL could not legitimately claim repayment of monies it did not itself provide, especially after its own failures allegedly contributed to the collapse of the concession arrangement.

The ruling stated that APSL should not be permitted to benefit from circumstances arising out of breaches attributed to it.

Consequently, the Court annulled the arbitral award in full, bringing a dramatic twist to the long-running dispute surrounding the Boankra Inland Logistics Terminal Project.

The ruling effectively relieves Justmoh Construction Limited of all financial obligations imposed by the arbitral tribunal under the December 2025 award.