High Court Throws Out US$33.3M Award Against Justmoh, Citing Lack of Legal Capacity

ACCRA— The High Court of Justice (Commercial Division 2) has set aside in full a US$33.3 million arbitral award against Justmoh Construction Limited, ruling that Ashanti Port Services Limited had no legal standing to bring the case.

Presiding over the matter this morning, His Lordship John-Mark Nuku Alifo granted Justmoh’s application under Section 58 of the Alternative Dispute Resolution Act, 2010 (Act 798), effectively nullifying the final award dated December 10, 2025. That award had ordered Justmoh to repay US$33.3 million plus interest and other reliefs to Ashanti Port Services Limited (APSL) over the Boankra Inland Logistics Terminal Project.

The Court stressed that the case was not an appeal on the merits of the arbitration but a supervisory review of whether the award met the limited legal grounds for setting aside under Act 798. It accepted the submissions of Justmoh’s lead counsel, Prof. Kwame Gyan, Esq., on all key grounds.

The Court held that APSL lacked the capacity to commence arbitration on December 19, 2023 because its board had not authorized the action beforehand. A January 25, 2024 board meeting that attempted to ratify the Chief Executive Officer’s decision came too late. “Capacity goes to jurisdiction,” the Court ruled, and “cannot be acquired midway.”

The Court also found that the board which purportedly approved the arbitration was not properly constituted under APSL’s Shareholders’ Agreement. That agreement requires the board to include nominees from the Ghana Ports and Harbours Authority and the Ghana Shippers’ Authority, which was not the case when the resolution was passed. A resolution by an improperly constituted board, the Court said, cannot bind the company.

At the time the arbitration was filed, APSL had already lost any right to sue. The Government of Ghana, acting through the Ministry of Transport, had terminated the underlying concession agreement on August 5, 2023 and taken over the project, directing GPHA to assume management. The US$33.3 million in question was paid by GPHA in September 2022 as share subscription capital, not as a loan to Justmoh that APSL could recover.

The Court rejected APSL’s argument that Justmoh waived its jurisdictional objections by participating in the arbitration. It ruled that waiver applies only to minor procedural issues, not to fundamental questions of jurisdiction.

Beyond the legal defects, the Court said the principle of unjust enrichment weighed heavily against APSL. It would be unfair, the Court noted, for APSL to recover money it never advanced and to benefit from its own breach that led to the State’s intervention.

The dispute stems from the Boankra Inland Logistics Terminal, a flagship inland port concession involving the Ministry of Transport, the Ghana Shippers’ Authority, the Ghana Ports and Harbours Authority, and Afum Quality Limited. APSL was set up as the concessionaire and in August 2022 engaged Justmoh as EPC contractor for Phase 1A. But APSL failed to reach financial close, prompting GPHA to inject US$33.3 million directly into Justmoh’s account to mobilize work.

After the concession was terminated and the State took control of the site, Justmoh terminated the EPC contract on October 18, 2023 over unpaid Interim Payment Certificates. APSL still proceeded to arbitration in December 2023.

Justmoh filed its set-aside application within the statutory timeframe and has now succeeded on all fronts. The Court’s 40-page ruling sets aside the December 10, 2025 award in its entirety.