Ghana’s High Court has set aside a $33.3 million arbitral award against Justmoh Construction Limited, ruling that Ashanti Port Services Limited (APSL) lacked the legal authority to initiate arbitration proceedings in the first place.
The Commercial Division of the High Court in Accra, presided over by Justice John-Mark Nuku Alifo, delivered the 40-page ruling on Wednesday, upholding an application filed by Justmoh Construction under Section 58 of the Alternative Dispute Resolution Act, 2010 (Act 798).
The December 2025 award had directed Justmoh Construction to refund $33.3 million to APSL, together with accrued interest and other consequential reliefs arising from the collapse of the Boankra Inland Logistics Terminal (BILT) project.
The court found that APSL had not obtained the required board authorisation before filing its Notice of Arbitration at the Ghana Arbitration Centre (GAC) on December 19, 2023. A subsequent board meeting in January 2024, convened to ratify that decision, was also rejected by the court on the grounds that capacity to institute proceedings must exist at the time of filing and cannot be acquired after the fact.
The court went further, holding that the board which purportedly ratified the arbitration was not properly constituted under the terms of APSL’s own Shareholders’ Agreement, which required representation from the Ghana Ports and Harbours Authority (GPHA) and the Ghana Shippers’ Authority (GSA). A resolution passed by an improperly constituted board, the court ruled, could not operate as a lawful act of the company.
Beyond the capacity question, the court held that APSL had no subsisting cause of action when the arbitration was filed. The GSA had already terminated the underlying Concession Agreement in August 2023, and the Government of Ghana had exercised step-in rights through the Ministry of Transport, removing APSL from the picture entirely. The court also found that the $33.3 million was paid by GPHA as a share subscription into APSL, not as a loan that APSL could recover from Justmoh.
The ruling also addressed unjust enrichment, noting that allowing APSL to receive funds it did not itself advance, while having contributed to the breach that triggered state intervention, would produce an inequitable outcome.
Prof. Kwame Gyan, who led the legal team for Justmoh, argued successfully on each of the principal grounds. The ruling effectively relieves Justmoh Construction Limited of all financial obligations imposed by the arbitral tribunal under the December 2025 award.
The decision carries implications beyond the parties involved. It reinforces that corporate governance requirements embedded in shareholders’ agreements are not mere procedural formalities but jurisdictional prerequisites when companies seek to invoke dispute resolution mechanisms. Companies acting through special purpose vehicles in government infrastructure projects will need to ensure their boards are properly constituted and authorised before commencing any legal action.
Disclaimer: This story is based on a press release issued by counsel for Justmoh Construction Limited and does not purport to be a complete or authoritative account of the court’s reasoning. Readers are advised that the certified ruling of the court remains the sole authoritative record of the proceedings. NewsGhana has not independently verified all claims contained in the source document. Nothing in this article should be construed as legal advice.
