The Supreme Court of Nigeria has affirmed a judgment ordering Emerging Markets Telecommunications Services Limited (EMTSL), operating as 9Mobile, to pay approximately $87.5 million to two aggrieved investors following a prolonged legal dispute.
In a unanimous decision delivered by a five-member panel led by Justice Mohammed Garba, the apex court dismissed an appeal filed by EMTSL, describing it as lacking merit. The ruling upholds an earlier judgment of the Court of Appeal in Abuja delivered on November 22, 2024, which affirmed an arbitral award in favour of Afdin Ventures Limited and Dirbia Nigeria Limited.
The arbitral award, issued on September 26, 2022, directed EMTSL to refund $43,033,950 invested by the two firms. With accumulated interest and costs, the total liability has risen to approximately $87,448,929.45, according to the investors.
In the lead judgment prepared by Justice Tijani Abubakar and read by Justice Mohammed Idris, the Supreme Court rejected EMTSL’s argument challenging the jurisdiction of the arbitral tribunal. The company had contended that it was not a signatory to the original contract containing the arbitration clause and therefore could not be bound by it.
However, the court held that EMTSL could not disclaim responsibility after benefiting from the investment tied to the agreement. The judgment emphasized that arbitration clauses are integral to contractual arrangements and remain binding when rights and obligations are transferred.
The court supported arguments presented by counsel to the investors, including Senior Advocates of Nigeria James Igwe and Mahmud Magaji. It noted that contractual provisions such as arbitration clauses are inseparable from the main agreement and extend to parties who assume its benefits and obligations.
Justice Abubakar stated that an entity that benefits from a contract cannot reject its dispute resolution mechanism. He added that reliance on formal signature alone as a basis to avoid arbitration reflects outdated commercial practices that do not align with modern business realities.
The judgment further addressed the principle of privity of contract, explaining that while it protects parties from unintended obligations, it does not shield those who actively participate in and benefit from contractual arrangements. The court noted that exceptions arise in cases involving agency relationships, assignment of rights, or conduct that establishes clear involvement in a transaction.
According to the court, findings from the arbitral tribunal showed that EMTSL was closely connected to the investment transaction and received substantial funds derived from agreements containing arbitration provisions. These findings had earlier been upheld by both the Federal High Court and the Court of Appeal.
The dispute dates back to 2018 when Afdin Ventures Limited and Dirbia Nigeria Limited filed a suit at the Federal High Court in Abuja, seeking the refund of their investments. Afdin Ventures claimed it invested $13,300,910, while Dirbia Nigeria stated it contributed $30,030,040.
The investors alleged that they were excluded from the company’s affairs despite their financial contributions. They also claimed that arrangements were being made at the time to sell key telecommunications assets without their knowledge.
Before the case proceeded to full hearing, the parties agreed to resolve the dispute through arbitration in line with the contractual agreement. The matter was subsequently referred to arbitration by the Federal High Court.
Following the arbitral award in 2022, the investors returned to the Federal High Court to seek recognition and enforcement of the decision. The court granted their application on April 26, 2023. EMTSL challenged the ruling at the Court of Appeal but was unsuccessful, leading to the appeal before the Supreme Court.
In its final ruling, the Supreme Court affirmed the decisions of the lower courts and ordered EMTSL to comply with the arbitral award. The court also awarded costs of N10 million against the company in favour of the investors.
Legal observers note that the judgment reinforces the role of arbitration as a key mechanism for resolving commercial disputes in Nigeria, particularly in complex investment cases. The decision is also expected to have implications for contractual enforcement and investor protection within the telecommunications sector and beyond.
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