PUC’s Visit to Bethesda Home For The Blind

May 9, 2023

PUC Records Another Victory for Access Bank PLC

PUC Records Victory for Access Bank PLC in respect of Claims for Retirement Benefits, Compensation, and Sundry Reliefs to the Tune of ₦459,592,456.07

Paul Usoro and Co (“PUC”) successfully represented Access Bank Plc – the erstwhile employer of Mr Benson Oraelosi – Former General Manager of the defunct Diamond Bank Plc (Now Access Bank Plc) in Suit No. NICN/LA/109/2020: Mr Benson Oraelosi v. Access Bank Plc at the National Industrial Court of Nigeria (“NICN”), Lagos Judicial Division in a well-considered Judgment delivered by Honourable Justice (Prof) Oji on 22 February 2023. The Suit, was at the instance of Mr. Benson Oraelosi, as Claimant against the Defendant seeking Retirement entitlements, compensation and sundry reliefs in the cumulative sum of N459,592,456.07 (Four Hundred and Fifty-nine Million, Five Hundred and Ninety-two Thousand, Four Hundred and Fifty-six Naira and Seven Kobo).

The Suit emanated from the Claimant’s voluntary resignation/termination of his contract with the Defendant upon the merger of the defunct Diamond Bank Plc with Access Bank Plc. The Claimant, after his “resignation”, claimed his terminal entitlements pursuant to the Defendant’s 2006 Policy Manual which he vehemently alleged to be the applicable Manual at the time of his exit from the Defendant in 2019. The claims against the Defendant include; (i) a declaration that the Defendant’s action of calculating the Claimant’s retirement benefits under the Retirement Policy Scheme that came into effect in 2017 is void and of no effect having regard to the provision of the Defendant’s extant Human Capital Management Policies and Procedures Handbook of 2006, (ii) a declaration that the Claimant is entitled to have his retirement benefits and entitlements calculated under the Retirement Policy Scheme of the Defendant’s Human Capital Handbook of 13 March 2006, (iii) a declaration that the Claimant is entitled to enjoy all the benefits and entitlements which accrued to him as an employee of the Defendant pursuant to the Defendant’s Human Capital Handbook of 13 March 2006, (iv) an Order directing the Defendant to pay the Claimant the sum of N328,331,881.24 (Three Hundred and Twenty-eight Million, Three Hundred and Thirty-one Thousand, Eight Hundred and Eighty-one Naira and Twenty-four Kobo) representing the Claimant’s three months compensation for each completed year of service as stipulated in the 2006 Manual and other sundry reliefs cumulatively totalling the sum of N459,592,456.07 (Four Hundred and Fifty-nine Million, Five Hundred and Ninety-two Thousand, Four Hundred and Fifty-six Naira and Seven Kobo) as monetary claims.

The crux of the Claimant’s claim was that his exit from the Defendant was a voluntary retirement pursuant to the 2006 Manual having spent an unbroken period of 25 years and was above 45 years at the time of his exit from the Defendant’s employ. On the contrary, the Defendant’s position was that the 2006 Manual was reviewed in 2014, and subsequently in 2017, being the extant Manual at the point of the Claimant’s exit from the Bank in 2019. The Claimant made a heavy weather of the fact that he was not personally advised of the review of the said 2017 policy, but he admitted the receipt of the sum of N57,000,000(Fifty-seven Million Naira) which was paid to him as retirement/ gratuity upon the review of the said policy.

The Court upon a holistic consideration and evaluation of the parties’ case, agreed with the Defendant that the applicable Human Capital Policy at the time of the exit of the Claimant from the Defendant was the 2017 Manual. Consequently, the Honourable Court refused all the monetary claims of the Claimant against the Defendant.

Apart from the illuminating questions of law and facts that were in issue PUC has re-affirmed its mastery to competently defend the interests of her Clients in labour and related matters and indeed, all spectra of the legal system.

For more enquiries, contact:

PUC’s Financial Services, Arbitration, Corporate law and Tax (FACT) Practice Section

Mr. Munirudeen Liadi – Partner and Team Lead: munirudeen.liadi@paulusoro.com
Inyenebong Etefia – Associate: inyeneobong.etefia@paulusoro.com

April 6, 2023April 6, 2023

Liability of Social Media Companies for Injuries and Losses Suffered as a Result of Posts Hosted on their Platforms

AN EXAMINATION OF THE LIVECASE OF GONZALEZ v GOOGLE AT THE UNITED STATES’ SUPREME COURT.

Outline

Overview/Definition of Concepts
Review of Nigerian laws on the liability of Social Media Companies
Foreign Jurisdiction laws on liability of Social Media companies
Writer’s opinion on the appropriateness or otherwise of Social Media liability
Examination of the Ongoing case of Gonzalez v Google in the U.S.

Overview

The issue of the liability or otherwise of Social Media companies for injuries including but not limited to death and other losses suffered by users and non-users alike resulting from posts hosted on their platforms, is gradually becoming a burning issue. In the past, it was not envisaged that a time would come when the Social Media platforms would be employed by non-state and faceless actors in unleashing their terror on unsuspecting victims. This issue is more remote in developing countries like Nigeria where it is not so relatable. Social Media companies have grown exponentially and have spread their tentacles everywhere that these non-state actors, especially terrorist organizations, are increasingly employing their platforms in advancing and enhancing their nefarious activities.

Social media platforms have spread to the most remote parts of the globe and so too have their positive and adverse effects. It is the norm to seek to protect social media companies from liability for injuries and losses occasioned by the use of their platforms. Extant laws in most advanced democracies favour their protection from such liabilities in order to encourage their growth. Overtime however, these platforms are increasingly becoming stadiums for many non-state players and organizations in the perpetration of their heinous crimes.

Definition of Concepts

Social Media: Social media are websites and computer programmes that allow people to communicate and share information on the internet using a computer or a cell phone.[1]
Social Media Companies: These are companies that set up, own and run social media platforms and/or apps. These companies are the entities that are recognised by law and clothed with legal personalities. They have legal personalities and are responsible for maintaining the various social media platforms. For the purpose of this discourse, these companies include:
- Meta Inc. that own Facebook, Instagram and acquired WhatsApp in 2014.
- Alphabet Inc. the parent company of Google, which owns YouTube.
- Twitter Inc. which owns and operates Twitter app.
- Microsoft Inc. which owns LinkedIn.
- Snap Inc. formerly Snapchat Inc. owns and operates Snapchat app.
- Bytedance, a Chinese company owns and operates TikTok app.
- Tencent Inc. another Chinese company owns WeChat and QQ apps Etc.
Liability: Liability in the simplest form means the state of being legally responsible for something. Going further, Civil liability refers to the right of an injured party to hold someone responsible for his injuries or damages, which resulted from the other party’s wrongful actions. In order to hold a person or entity civilly liable, the wronged party must have suffered some type of quantifiable loss or damage. This may be in the form of personal injury, property damage, loss of income, loss of contract, and a host of other losses. In a civil liability lawsuit, the injured party’s losses must have occurred due to the defendant’s violation of a law, breach of contract, or other wrongful acts, referred to as a “tort.” Examples of civil liability cases include injuries and property damages sustained in automobile accidents, and defamationof character claims. To be successful in a civil liability lawsuit, the Plaintiff must prove to the Court, or to a Jury, that it is more likely than not that the defendant’s actions caused his injuries or loss. This level of proof required is referred to as a “preponderance of evidence.”
Foreign Jurisdiction: Foreign Jurisdiction in lay man’s terms means any jurisdiction outside the borders of Nigeria. For the purposes of this discourse, foreign jurisdiction are the laws of other countries particularly the laws of the United States on liability or otherwise of Social Media companies for injuries occasioned by posts hosted on their Apps.

Continue reading “Liability of Social Media Companies for Injuries and Losses Suffered as a Result of Posts Hosted on their Platforms”

March 20, 2023March 20, 2023

PUC International Women’s Day 2023 Celebration

On the 8th of March 2023, our PUC Women celebrated International Women’s Day.

The internal celebration in recognition of this year’s IWD theme: “Embrace Equity” was held to foster bonds, support and promote an inclusive environment where the PUC woman can effectively grow and achieve a peak in her career while maintaining work-life balance.

PUC women had the opportunity to have as the guest speaker for the event, the Founder, Women in Technology in Nigeria, Mrs. Martha Alade, a Technopreneur and IT consultant, who enlightened the women about the use of technology, AI and IT tools and it’s advantages in work, life and even family with focus on the topic, “DigitALL: Innovation and technology for gender equality.”

The event also included games, bonding sessions, presentation of gifts and announcement of the winner of the first PUC IWD competition which centred on creating an innovative design with the IWD pose and a quote on this year’s theme.

Other images

At PUC, we continue to create a safe and enabling space for women as we strive to empower them for more.

See photos from the event below:

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January 17, 2023

PUC Secures Another Win for Dangote Industries Ltd. & Dangote Cement Plc.

PUC SECURES ANOTHER WIN FOR DANGOTE INDUSTRIES LIMITED & DANGOTE CEMENT PLC (“Dangote Group”) AT THE COURT OF APPEAL, BENIN DIVISION IN A TWIN DECISION DELIVERED ON 09 DECEMBER 2022 in the APPEAL NO. APPEAL NOS: CA/B/12/2022: BUA INTERNATIONAL LIMITED & ANOR v HONOURABLE MINISTER OF MINES AND STEEL DEVELOPMENT & ORS AND CA/B/13/2022: BUA INTERNATIONAL LIMITED & ANOR v DANGOTE INDUSTRIES LIMITED & ORS

Paul Usoro and Co (“PUC”) has consistently maintained its spot as the go-to firm for legal representations which it has shown in the issues that arose in the highly contested legal battle between BUA International Limited & Anor. and Dangote Industries Limited.

The legal tussle which started in 2016 following the Suit filed by the BUA Group to challenge the Dangote Group’s right over the Mining Lease No. 2541ML located at the border town between Okpella in Edo State and Okene in Kogi State and led the BUA Group to also seek to enforce their rights over the Mining Lease Nos. 18912 and 18913 which they claim were granted to them. The Dangote Group counter sued the BUA Group to challenge the latter’s acts of trespass, wrongful and illegal exploitation of the claim over the mining area covered by 2541ML which was historically granted on February 01, 2008 by the Mining Cadastre Office (“MCO”)and the Honourable Minister of Mines and Steel Development pursuant to the provisions of the Nigerian Minerals and Mining Act, 2007 (‘Mining Act) to Ado Ibrahim & Company Limited (“AICO”) and subsequently transferred to the Dangote Group in 2014. On 10 January 2022, the Federal High Court, Benin Judicial Division gave its Ruling on both Suits in favour of Dangote Industries Limited. Dissatisfied with the Ruling, BUA International Limited, Appealed to the Court of Appeal on both Rulings.

CA/B/12/2022: BUA INTERNATIONAL LIMITED & ANOR v HONOURABLE MINISTER OF MINES AND STEEL DEVELOPMENT & ORS

The Appeal was filed by the Appellants (“BUA Group”) challenging the Ruling of the Federal High Court, Benin Division Coram: Shuaibu J. delivered on 10 January 2022 in Suit No: FHC/B/CS/7/2016, striking out the Appellants’ Suit for being incompetent and for lack of jurisdiction after hearing the Preliminary Objections filed by the Respondents. In delivering its Judgment, the Court adopted the two issues raised by the Appellants in their Brief thus:

“Was the learned Trial Judge right when it held that the Appellants lacked locus standi to commence and maintain the Suit on the ground that the Appellants’ mining leases No 18912 and 18913 had expired?
Was the learned Trial Judge right when it struck out Suit No: FHC/B/CS/7/2016 on the ground that it was incompetent and statute barred without the consideration of the Statement of Claim of the Appellants at the Federal High Court?”

On issue one, the Court after extensively and painstakingly considering all submissions made by the Counsel and based on the 5^th Amended Statement of Claim, held that the Learned Trial Judge of the Federal High Court, Benin Division was right when it held that the Appellants lacked the locus standi to commence and maintain Suit No: FHC/B/CS/7/2016 on the ground that their mining leases number 18912 and 18913 had expired. It therefore resolved issue one in favour of the Respondents.

On issue two, the Court after considering Section 141 of the Nigerian Mineral and Mining Act 2007 and the Guidelines, held that the failure of the Appellants to fulfil the condition precedent to instituting and maintaining the action makes the action incompetent and therefore robs the Trial Court of the jurisdiction to adjudicate over this matter. Accordingly, the Trial Court was right to have declined jurisdiction to entertain the Suit. Consequently, the Court found that Appeal No: CA/B/12/2022, lacks merit and dismissed same and accordingly affirmed the Decision of the Trial Court.

CA/B/13/2022: BUA INTERNATIONAL LIMITED & ANOR v DANGOTE INDUSTRIES LIMITED & ORS

The Appeal was filed by the Appellants (“BUA Group”) challenging the Ruling of the Federal High Court, Benin Division Coram: Shuaibu J. delivered on 10 January 2022 in Suit No: FHC/B/CS/74/2016 dismissing the two Preliminary Objections filed by the Appellants. Dissatisfied with that Ruling, the Appellants commenced the instant Appeal. In delivering its Judgment, the Court adopted the three issues raised by the Appellants in their Brief thus:

Whether the trial Court rightly held that the Federal High Court has jurisdiction to entertain the 1^st and 2^nd Respondents’ claims on trespass to land.
Was the Trial Court right when it held that the 1st and 2^nd Respondents’ mining lease no 2541ML was validly issued by the Mining Cadastre Office?
Whether the trial Court was right when it held that the 1^st and 2^nd Respondents’ Suit does not constitutes an abuse of Court process in view of the pendency of Suit No: FHC/LKJ/CS/39/2013?”

On issue one, the Court held that from the Statement of Claim contained in the Record of Appeal, the principal claim is anchored on mining lease 2541ML and the principle of law is settled that the Federal High Court has jurisdiction over mining rights in mines and minerals, geological surveys and natural gas. Reliefs A-H are anchored on mining rights while reliefs no i & j are on trespass and that they are merely consequential reliefs whose success are dependent on the success of the principal claims on mining right. Accordingly, it held that reliefs A-H which are on mining rights are the principal reliefs upon which the success of reliefs i & j are dependent accordingly the trial Court has the jurisdiction to hear and determine the Suit.

On issue two, the Court after considering Sections 5 (5) and 65 (1) of the Mineral and Mining Act 2007 came to the conclusion that the Minister of Mines and the Director General of the Mining Cadastre Office both have the power to grant and transfer mining leases. Accordingly, mining lease No 2541ML granted to AICO Ado Ibrahim Co. Limited and transferred to the 1^st and 2^nd Respondents (“Dangote Group”) was validly granted and transferred. Consequently, issue two was resolved in favour of the Respondents.

On issue three, after extensively considering the submission of counsel, in its resolution, the Court looked at the ingredients that must be present for there to be an abuse of Court process and as such for Suit No: FHC/B/CS/74/2016 to be an abuse of court process, the subject matter, the issues and the parties must be the same with Suit No: FHC/LKJ/CS/39/2013 and found that the subject matter are not the same. The Court held that the argument that Suit No: FHC/B/CS/74/2016 is an abuse of Court process as it was filed during the pendency of Suit No: FHC/B/CS/7/2016 will not fly as it does not arise from the Appellants’ grounds of Appeal. Issue three was resolved in favour of the Respondents.

Consequently, all issues were resolved in favour of the Dangote Group, the Appeal was dismissed and the Ruling of the Trial Court affirmed.

PUC has continued to contribute to the evolvement of Nigeria’s Legal Jurisprudence on the principles of Mining and related matters.

The PUC Team was led by the Senior Partner, Mr. Paul Usoro, SAN and highly assisted by Mr. Chinedu Anyaso, Partner and Head of the Energy Law, Constitutional and Transport Law Practice Sections, with associates, Esther Samuel and Chijioke Obute.

October 28, 2022October 31, 2022

PUC Records Another Win at the Federal High Court for Dr. Bartholomew Bassey Ebong (Former Managing Director of Union Bank) after 13 Years of Legal Persecution in Respect of Alleged Criminal Charges.

Header with abbreviated title of the post.

PUC’s Victory for Dr. Bartholomew Bassey Ebong at the Federal High Court

Paul Usoro and Co (“PUC”) through its Financial and Corporate Services Team successfully represented Mr. Ebong who was discharged of all the offences relating to Banking and Securities in Charge No. FHC/L/CS/296C/2009: FRN v Dr. Bartholomew Bassey Ebong & 5 Ors, at the Federal High Court (“FHC”), Lagos Judicial Division in a well-considered Ruling delivered on 17 October 2022, on a No Case Submission (“NCS”) filed on his behalf.

The arrest and trial of Dr. Bartholomew Bassey Ebong-the erstwhile Managing Director of Union Bank of Nigeria Plc (“the Bank”) and the 1^st Defendant in the above numbered Charge, which enjoyed widest publicity in both print and electronic media, started sometime in 2009. The 1^st Defendant at the limelight of his career at the Bank and 5 Ors were, pursuant to a Joint Committee Report involving Central Bank of Nigeria (“CBN”) and the Nigeria Deposit Insurance Corporation (“NDIC”), investigated by the Economic and Financial Crimes Commission (“EFCC”), and arraigned for an alleged offence bordering on grant and approval of credit facilities to the tune of N30,477,210,000.00 (Thirty Billion, Four Hundred and Seventy Seven Million, Two hundred and Ten thousand Naira) to the Bank’s subsidiary -Union Trustee Limited (“UTL”); N3,315,000,000.00 (Three Billion, Three Hundred and Fifteen Million Naira) to Falcon Securities Ltd in excess of the paid-up capital of the Bank; N3,400,000,000.00 (Three Billion, Four Hundred Million Naira) to Union Capital Markets Ltd; N2,600,000,000.00 (Two Billion, Six Hundred Million Naira) to Damnaz Cement Company Ltd through Union Capital Markets inter alia which were in contraventions of the regulations, circulars or procedure of the Bank and were deemed to have committed offences contrary to Section 15(1)(c), 19(4) of the Failed Banks (Recovery of Debts) and Financial Malpractices in Banks Act, Cap F2 Laws of the Federation of Nigeria 2004 and punishable under Section 16(1)(a) of the same Act, Sections 105(1)(a) , 106(1), 110(b) of the Investment and Securities Act 2007. The 1^st Defendant was equally arraigned for having allegedly caused to be created or created a misleading appearance of active trading in the securities of Union Bank, whose shares were traded on the floor of Nigerian Stock Exchange with intent to mislead the public and mop-up the shares of the Bank at the Stock Exchange as well as conspiracy to commit the said offences which were in contraventions to the above referred Laws.

The Defendants were initially arraigned by the Prosecution on a 27-Count Charge that was filed on 31 August 2009, but which was amended by way of a 20-Count Amended Charge that was dated and filed on 10 May 2010. The Amended Charge was further amended by way of a 15-Count Amended Charge dated 07 December 2015 but filed on 08 December 2015 (“Amended Charge”). The Defendants consistently pleaded “Not Guilty” to all the Counts in the various Charges, including the Amended Charge following which the Prosecution called 3 (three) witnesses in proof of its case – PW1 to PW3 and closed its case on 05 April 2022, with 47 (forty-seven) Exhibits tendered and admitted by the Court.

At the close of the Prosecution’s case (after calling three witnesses, PW1-PW3), and noting, inter alia, that the Prosecution has not established a prima facie case against the 1^st Defendant; PUC on behalf of the 1^st Defendant filed the NCS praying the Honourable Court to discharge and acquit the 1st Defendant on all the Counts in the Amended Charge hereof pursuant to Sections 302 and 303 of Administration of Criminal Justice Act 2015 (“ACJA”) and hold that the Prosecution has not at all established a prima facie case in any of the Counts sufficient or at all to justify calling the 1^st Defendant to enter his Defence. For completeness, similar NCS were filed by other Defendants.

In its Written Submissions, PUC raised a sole question for the Court’s determination, to wit:

“Upon a reasoned review of the evidence presented by the Prosecution in this Amended Charge, is this a Charge that justifies the invocation of the Court’s powers pursuant to Sections 302 and 303 of the Administration of Criminal Justice Act, 2015 to ‘record a finding of not guilty in respect of the Defendant without calling on him . . . to enter his . . . Defence and . . . accordingly’ discharge the Defendant in consideration of the fact ‘that the evidence against the Defendant . . . is not sufficient to justify the continuation of the Trial’?”

In support of its Written Submissions, PUC relied on statutory and judicial authorities in exposing the principle of NCS vide Sections 302 and 303 of ACJA and the decision of the Supreme Court in Saraki v Federal Republic of Nigeria (2018) 16 NWLR (pt.1646) 405 at 437-438 paragraphs G-E.

The Honourable Court in examining the offences alleged to have been committed by the 1^st Defendant, his Written Submissions in support of his NCS, Sections 302 and 303 of AJCA vis-à-vis the evidence of Prosecution’s Witnesses (PW1-PW3) noted the meaning and implications of a No Case Submission and further stated that the 1^st Defendant in his Written Submissions has argued that; throughout the case of the Prosecution, no legally admissible evidence was tendered before the Court against the 1^st Defendant linking the 1^st Defendant with the commission of the offence(s) which will indeed compel the 1^st Defendant to enter his Defence and, that the evidence adduced by the Prosecution has been so discredited during cross-examination that no reasonable Court or Tribunal can act on it, or that such evidence is so manifestly unreliable that no reasonable Tribunal or Court can safely convict on it.

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Thereafter, the Court upon wholistic and clinical consideration of the Prosecution’s evidence, the essential elements of the offences as provided under the respective laws – stated that PW1 to PW3 were so discredited during cross-examination that no reasonable Tribunal/Court would convict the 1^st Defendant; the Prosecution failed to tender critical documents linking the 1^st Defendant to the commission of the offence; PW1 to PW3 could not identify and speak on some of the transactions and during cross-examination they all stated that other Witnesses would come to testify and speak on the transaction.

The said Witnesses were however never called to speak on same. It was also noted by the Court that PW1 to PW3 could not distinguish if the afore-referenced sums were granted as Private Placement or Credit Facilities. Therefore, the Honourable Court finally held that the Prosecution has not proven all the elements of the offences to warrant the 1^st Defendant to enter his Defence. Consequently, the Honourable Court upheld the No Case Submissions of the Defendants and accordingly discharged the 1^st Defendant, Mr. Ebong and Ors from the Charge, after a very traumatizing criminal trial of over a decade.

The significance of PUC’s victory, apart from the illuminating questions of law and facts that were in issue, is the fact that PUC reaffirmed again, its remarkable ability to competently defend the interests of its Clients in all legal spheres – banking, civil, commercial, transactional, arbitral and as shown in the recent decision – White Collar Crimes as well.

July 29, 2022July 29, 2022

The Petroleum Industry Act, 2021 and the unveiling of the Nigerian National Petroleum Company Limited

INTRODUCTION

The Petroleum Industry Act 2021 (“PIA”) was signed into law by the President of the Federal Republic of Nigeria, His Excellency, Muhammadu Buhari, GCFR on 16 August 2021. The Act is to provide legal governance, regulatory and fiscal framework for the Nigerian petroleum industry and the development of host communities. Prominent amongst the many innovations of the PIA is the creation of the Nigeria National Petroleum Company Limited (“NNPCL”) which was officially unveiled on Tuesday, 19 July 2022.

Prior to now, the Nigerian petroleum industry had become so synonymous with the Nigerian National Petroleum Corporation (“NNPC”). The NNPC has been the government’s main entity primarily vested with the responsibility of managing the joint venture relationships between the Nigerian Government and multinational companies licensed to carry out exploration, exploitation, production and distribution of petroleum in Nigeria. It was by its creation and structure, a state-owned entity/corporation devoid of any ownership of shares.

However, the NNPCL based on the provisions of the PIA was designed to be a limited liability company and to succeed the NNPC with its specific objectives enumerated in Section 64(a)-(m) of the PIA. The NNPCL was to be incorporated within 6 (six) months from the commencement of the PIA and was eventually incorporated on 21 September 2021 in accordance with the Companies and Allied Matters Act 2020.

HIGHLIGHTS OF THE PIA AS IT RELATES TO THE NNPCL

The PIA makes extensive provisions for the formation, structure, objectives and governance of the new entity “NNPCL” in Sections 53 to 65 of the Act. The referenced sections are contained in Part V, Chapter One of the PIA. The major highlights of the provisions are:

Ownership and Non-Transferability of Shares
- Ownership of shares of the NNPCL is to be vested in the Government at incorporation and held by the Ministry of Finance Incorporated and the Ministry of Petroleum Incorporated in equal portions on behalf of the Federation. One peculiar point to note as regards the shares of the NNPCL is that the shares are not transferable except with the approval of the Government and endorsement of the National Economic Council on behalf of the Federation.
- In the event that the said shares are transferred, it shall be on equal proportion basis of the shares held by the Ministry of Finance Incorporated and the Ministry of Petroleum Incorporated.

Funding
- The NNPCL is set up to operate as a commercial entity without reliance on government funding and it is mandated to expressly state the restrictions in its Memorandum and Articles of Association. It is also required to pay its share of all fees and taxes or other form of payments to the Government under any lease or license.

Limitation of Action upon Transfer of Assets, Interests and Liabilities of NNPC
- Upon the conclusion of the transfer of the assets, interests and liabilities of NNPC to the NNPCL or to the Government or extinguishing of same within the stipulated period of 18 months from the commencement of the PIA, the NNPC shall cease to exist and all pending actions commenced by or against NNPC with regards to the assets, interests and liabilities of NNPC before the transfer shall be enforced or continued by NNPCL. However, the PIA places a limitation on the commencement of any action against the NNPCL with regard to the transferred assets, interest and liabilities where the time for instituting such proceedings would have expired had such transfer to NNPCL not occurred.
- The transfer is not in any way deemed to have created a new cause of action for the Creditors of NNPC or any party to a contract with NNPC which was entered into before the date of Transfer.

Appointment of NNPCL to Act as Agent of NNPC
- The Minister of Petroleum upon due consultation with the Minister of Finance shall appoint the NNPCL as an agent of NNPC for the sole purpose of managing the process of winding down the assets, interests and liabilities of NNPC and the cost is to be borne by the Government.

Automatic Transfer of Employees
- The provision of the PIA mandates that all employees of the NNPC are deemed to be employees of NNPCL and the said employees are to enjoy any related entitlements as specified under any applicable law and to also take benefit of terms and conditions not less favourable than what they enjoyed prior to the transfer. The NNPCL is required as a matter of law to fulfil all statutory obligations in terms of Pension owed to the employees by NNPC. This in effect means that the employees do not lose their jobs merely by reason of the transition.

Governance
- The PIA provides for the composition of the Board of the NNPCL whose members shall be appointed or removed by the President of the Federal Republic of Nigeria. The Board is required to carry out its responsibilities as enumerated under Section 63 (1) of the PIA in line with applicable principles of corporate governance and best practices.

Establishment of Incorporated Joint Venture Companies
- The PIA makes provision for the restructuring of any Joint Operating Agreement (“JOA”) as an Incorporated Joint Venture Company. This option is solely on a voluntary basis as may be agreed by parties to the JOA in respect of any upstream petroleum operation.

CONCLUSION

It is clear from the highlights in the foregoing paragraphs that the NNPCL is structured to run as an independent company based on commercial objectives in line with best practices and standard principles of corporate governance. These are indicators that the NNPCL is primed to compete at the world international level with other major operators in the Oil and Gas sector.

It is the hope of Nigerians that with the unveiling of the new NNPCL, Nigeria will be able to attain global relevance in the Petroleum Industry.

Energy, Constitutional Law & Electoral Matters and Transport (ECT) Section

Chinedu Anyaso – chinedu.anyaso@paulusoro.com
Esther Samuel – esther.samuel@paulusoro.com
Chijioke Obute – chijioke.obute@paulusoro.com

February 2, 2022February 2, 2022

After a 25 Year Legal Tussle PUC Makes Another Bold Statement at the Federal High Court for the Nigerian National Petroleum Corporation (NNPC)

Paul Usoro and Co (“PUC”) successfully represented and secured a remarkable victory for the Nigerian National Petroleum Corporation (“NNPC”) at the Federal High Court (“FHC”), Lagos Judicial Division in a Judgment delivered on 18 January 2022, after twenty-five (25) years of turbulent legal battles in SUIT NO. FHC/L/CS/1186/96: ROBINSON EDOBOR & ORS v. NNPC.

The legal tussle started sometime in 1996 when the Plaintiffs vide a Writ of Summons, Statement of Claim and other accompanying processes (“Originating Processes”) commenced a Suit against NNPC seeking inter alia declaratory reliefs, perpetual injunction, refund of excess monies paid as housing allowances, as well as damages and an Order compelling NNPC to transfer the Certificate of Occupancy in respect of the houses occupied by the Plaintiffs to them. The Plaintiffs’ claims were predicated on the fact that on or about 16 March 1977 in the Daily Times Newspaper Publication, the then Federal Military Government under the Leadership of General Olusegun Obasanjo introduced a Housing Policy Scheme to facilitate home ownership for Nigerian workers. The said Housing scheme which was open to all participating organization had three (3) categories of houses, to wit: Two (2) Bedroom at the rate of N12, 000.00, three (3) Bedroom at the rate of N16,500.00 and four (4) Bedroom at the rate of N21,000.00 respectively and the said amounts were paid by the Plaintiffs.

According to the Plaintiffs, the Federal Government sequel to the housing policy, vide a Letter of Allocation, allotted parcels of land at Satellite Town in Lagos to NNPC to develop, build houses, and deduct on monthly basis certain sums from their gross housing allowances with the sole aim of transferring ownership of the said houses to the Plaintiffs. Rather than comply with the government directives, NNPC issued a vacation Notice to the Plaintiffs and equally coerced them to sign an undertaking to vacate the house before they could be paid their entitlements.

PUC on behalf of NNPC mounted a very robust defence against the Plaintiffs and also Counterclaimed against them, seeking inter alia declaratory and injunctive reliefs. It was PUC’s arguments that NNPC was not bound by the then policy of the FGN, the Letter of Allocation did not provide that the developed staff quarters would have to be on owner/occupier basis. In point of fact, the quarters were governed by NNPC’s housing policy, which empowered NNPC to generally deduct 8^1/3% (eight and one-third percent) as cost of rent, from the annual income of its employees resident in the NNPC Staff quarters. The rent deduction is discontinued upon the vacation of the houses by any of the allottees’ or any other condition(s) provided by NNPC. However, the policy was discontinued several years before the determination of the Plaintiffs’ employment.

In support of the immutable principle that policy of the Federal Government was not a law binding on NNPC, PUC relied on the Court of Appeal decision in Wilkie v. FGN & ORS (2017) LPELR-42137, whereat, the Court upheld the afore-referenced principle. In addition, PUC established before the FHC that the Plaintiffs were not privy and/or party to the contract of allocation between NNPC and the then Federal Government as such, the Plaintiffs’ lacks the competence to have instituted the Suit. Moreover, the Plaintiffs did not establish that by the Letter of Allocation, the developed quarters were to be built on owner/occupier basis. What is more? The Plaintiffs did not even produce the Letter of Allocation before the Court, the plank upon which their case rested on.

The Court after the examination of the issues in contention agreed with PUC’s submissions and granted all the reliefs sought in the Counterclaim. In its Judgment, the Court raised two issues for determination to wit:

Whether the Plaintiffs have placed sufficient materials and evidence before the Court to be entitled to reliefs sought?
Whether the Defendant/Counterclaimant is entitled to the reliefs claimed in the Counterclaim against the Plaintiffs?

The Court held that the Plaintiffs failed to discharge the burden of proof on them to be entitled to the properties in issue. The Court went further to hold that the Counterclaimant’s claim succeeds having been able to prove its claims before the Court. The Court in its analysis held that the Letter of Allocation being the contract between the FGN and NNPC which contained the disputed conditions of allocation was capable of settling the Suit one way or the other. However, failure on the part of the Plaintiffs to produce same in proof of their case notwithstanding the issuance of a notice to produce on NNPC was tantamount to not discharging the burden of proof based on preponderance of evidence. Also, the Court held that the Letter of Allocation being a contract document between the FG and NNPC, the Plaintiffs were not privy to same and so could not sue for its enforcement.

As it relates to the Federal Government’s directives and policy in respect of the Housing Scheme, the Court held that Government policies cannot create contract and have no force of Law. In the final analysis, the Court agreed with the entirety of PUC’s submissions and held that the Plaintiffs’ Suit was frivolous and lacking in merit and dismissed same. On the other hand, the Court upheld NNPC’s Counterclaim in its entirety.

What is significant about this PUC victory, apart from the illuminating questions of law and facts that were in issue, is the fact that PUC reaffirmed again, its remarkable ability to competently defend the interest of its Clients.

January 24, 2022January 24, 2022

Trailblazing PUC: The Case of Mobil Producing Nigeria Unlimited & Exxon Mobil Corporation v. Registered Trustees of Mineral Resources Awareness Initiative of Akwa Ibom State & Anor.

Click here to read the CTC of the judgement.

Just within days of preventing a calamitous upset in the Nigerian Mining sector by securing a court victory in what is arguably Nigeria’s biggest mining legal tussle, Paul Usoro & Co (“PUC”) made another profound statement on Friday 14 January 2022 by recording a second tumultuous courtroom win, the echoes of which this time around, reverberated well beyond the shores of Nigeria right up to the offices of international oil giant, Exxon Mobil Corporation, in the United States of America.

In a Suit commenced by a Writ of Summons, Statement of Claim and other accompanying Processes dated 12 May 2017 (“Originating Processes”) and based on a fiat issued to them by the Attorney General of Akwa Ibom State, the Registered Trustees of Mineral Resources Awareness Initiative of Akwa Ibom State and one other instituted Suit No: FHC/UY/CS/67/2017; Registered Trustees Of Mineral Resources Awareness Initiative Of Akwa Ibom State & Anor V. Mobil Producing Nigeria Unlimited & Anor at the Federal High Court, Uyo Judicial Division against Mobil Producing Nigeria Unlimited (the 1^st Defendant or MPNU) and Exxon Mobil Corporation, a foreign corporation resident in the United States of America (the 2^nd Defendant or EMC). The 1^st Plaintiff, a non-governmental organization claiming to act for the people of Akwa Ibom State was seeking an assortment of declaratory, executory and monetary reliefs, principal amongst which was for an order of Court compelling MPNU to relocate its head office from Lagos State to Akwa Ibom State. The Plaintiffs anchored this interesting relief on a document called the Standard of Business Conduct document published on EMC’s website which the Plaintiffs claim constitutes a contract between them on the one hand and MPNU and EMC on the other. The Plaintiffs assert that by the said standard of Business Conduct issued by the parent company EMC and binding on the subsidiary, MPNU, the said MPNU was obligated to locate its headquarters in Akwa Ibom State as against Lagos State because MPNU’s operations are in Akwa Ibom State.

The Plaintiffs also made a claim for the payment/remittance of accrued tax from 1987 till the date of Judgment for sums running into billions of dollars.

Continue reading “Trailblazing PUC: The Case of Mobil Producing Nigeria Unlimited & Exxon Mobil Corporation v. Registered Trustees of Mineral Resources Awareness Initiative of Akwa Ibom State & Anor.”