In a contentious legal battle that has drawn significant attention in Nigeria’s oil and financial sectors, General Hydrocarbons Limited (GHL) has publicly denied owing $225 million to First Bank of Nigeria Limited (FBN).
The dispute escalated when Justice Deinde Dipeolu of the Federal High Court in Lagos granted a Mareva injunction, effectively freezing GHL’s accounts and those of its directors across all financial institutions in the country.
The injunction, secured at the request of FBN and its affiliate, FBNQuest Trustees Limited, is centered on allegations of outstanding indebtedness amounting to $225.8 million (approximately N350 billion). The legal wrangling, however, has taken a complex turn, with GHL accusing FBN of abuse of judicial processes and financial mismanagement.
Tekedia Mini-MBA edition 16 (Feb 10 – May 3, 2025) opens registrations; register today for early bird discounts.
Tekedia AI in Business Masterclass opens registrations here.
Join Tekedia Capital Syndicate and invest in Africa’s finest startups here.
The Genesis of the FBN-GHL Relationship
The dispute stems from a financial relationship that began as a lifeline for GHL but has since devolved into allegations of financial recklessness, mismanagement, and betrayal. At the heart of the matter is Oil Mining Lease (OML) 120, an offshore oil field operated by GHL.
On May 29, 2021, GHL and FBN entered a legally binding subrogation agreement. Under the terms, FBN committed to funding the exploration, production, and development of OML 120. In return, the bank was to receive 50 percent of the profit from oil proceeds after statutory payments and taxes over an eight-year period. The proceeds were also intended to pay down FBN’s non-performing loans (NPLs), which amounted to $718 million but were discounted to $600 million under the arrangement.
This agreement was pivotal for FBN. At the time, the bank faced serious solvency issues due to substantial NPLs from unsecured and allegedly reckless lending to Atlantic Energy under separate Strategic Alliance Agreements. Notably, GHL claims to have no connection to Atlantic Energy or its operations, which include OMLs 26, 30, 34, and 42.
The subrogation agreement appeared to be a win-win. FBN avoided declaring a catastrophic loan loss of N302 billion (at the then exchange rate) and instead recorded a profit of $377.5 million (N151 billion) for the year ending December 31, 2021. This maneuver turned around FBN’s market capitalization, which tripled from N256.6 billion to over N900 billion by November 2024.
For GHL, the agreement offered the financial resources to develop OML 120 and promised stability. However, GHL now alleges that FBN failed to honor its obligations under the deal. Specifically, the company claims that while FBN disbursed $185 million for OML 120’s development, payments were sporadic and delayed—sometimes taking up to 70 days instead of the agreed five days.
This delay allegedly caused operational inefficiencies, downtimes, and financial losses exceeding $147 million. Payments to major service providers such as Schlumberger, Baker Hughes, and Century were inconsistent, leading to arbitration awards against GHL.
FBN’s Allegations and the Mareva Injunction
FBN’s narrative is starkly different. The bank alleges that GHL owes $225.8 million in outstanding debt, a claim that led to the freezing of GHL’s accounts and those of its directors, including Nduka Obaigbena (Chairman of Arise Television and Publisher of ThisDay Newspapers), Efe Damilola Obaigbena, and Olabisi Eka Obaigbena.
The Mareva injunction, often referred to as a “freezing order,” aims to prevent GHL from moving assets out of reach while the legal dispute is resolved. The order covers all financial institutions in Nigeria, including prominent banks and fintech firms such as Guaranty Trust Bank, Zenith Bank, Access Bank, Paystack, Flutterwave, and PiggyVest.
The restrained parties also include subsidiaries of GHL, namely GHL 121 Ltd, Aimonte Nigeria Limited, and CESL Oyo Production BBS Limited, among others.
GHL’s Defense: Allegations of Abuse and Malpractice
In a detailed statement, Abdelmuizz Bello, GHL’s Director of Strategy and Operations, accused FBN of breaching the subrogation agreement and abusing court processes. According to Bello, the bank’s failure to disburse funds in a timely manner led to substantial operational setbacks for OML 120.
He stated, “The delays by FBN created bottlenecks that crippled our ability to meet operational deadlines. These actions were not just breaches of contract; they were deliberate acts of sabotage.”
GHL further alleges that FBN failed to fulfill financial commitments as agreed, forcing the company to seek alternative financing for OML 120. Bello also highlighted the operational inefficiencies caused by the bank’s delays.
“We were running logistics for over 250 personnel on offshore installations with payments that should take five days being delayed by up to 70 days. This caused chaos in our operations,” he said.
In addition, GHL accused FBN of mismanaging funds and micromanaging its operations. Bello said, “FBN’s credit and risk teams vetted every payment to contractors, yet their actions created inefficiencies and conflicts that disrupted our work.”
The company also alleged that FBN weaponized legal processes to its advantage. Bello noted, “The Mareva injunction was obtained in bad faith. FBN deliberately failed to disclose a prior judgment in our favor, which restrained them from obstructing our financing efforts.”
Conflicting Judgments and Arbitration
The legal tussle has been marked by conflicting court rulings. On December 12, 2024, Justice Allagoa issued an order restraining FBN from obstructing GHL’s efforts to secure alternative financing for OML 120, enforcing any security or assets of GHL tied to the subrogation agreement, or appointing a new operator for OML 120 pending arbitration.
However, FBN later obtained a Mareva injunction from Justice Deinde Dipeolu, freezing GHL’s accounts. GHL contends that FBN failed to disclose Justice Allagoa’s earlier ruling, a move it describes as “a clear abuse of court process.”
Implications for Nigeria’s Oil Sector
The standoff has far-reaching implications. OML 120 is a significant asset for Nigeria, located over 75 kilometers offshore with extensive production infrastructure. Energy analysts believe the dispute could jeopardize its development and Nigeria’s broader energy ambitions.
Additionally, the case raises concerns about corporate governance in Nigeria’s financial sector. According to analysts, if GHL’s allegations are proven true, it could expose systemic flaws in how banks manage high-risk loans and partnerships in critical sectors.
While FBN claims it is merely seeking to recover its funds, GHL alleges it is the victim of a systematic breach of trust and financial sabotage.
As the parties brace for a long legal showdown, the case, now before the Federal High Court in Lagos, will likely set a precedent for how similar disputes are handled in the future.