Free Zone Utilities LFTZ Enterprise v Bancore Global Services Ltd & Ors [2025] EWHC 1530 (KB)

Ms Katharine Bailey, of counsel, instructed by Simons Muirhead Burton LLP For the Second Defendant/Appellant.

• On 4^th November 2024 Master Eastman made an order granting permission to register a judgment of the High Court of Lagos State, Lagos Judicial Division, Nigeria [“the Nigerian judgment”] against the three Defendants. The registration of the Nigerian judgment is permissible under the Administration of Justice Act 1920 and as provided for under CPR r.74.6.

• On 17^th December 2024, the Claimant and the Second Defendant agreed a 28 day extension to the deadline recorded at paragraph 3 of the Registration Order – i.e., giving the Second Defendant until 17^th January 2025 to file any application. The consent order was sealed on 18^th December 2024.

• By application issued on 23^rd January 2025, the Second Defendant applies for an order that the said registration order be set aside. I understand that there has been no appeal against the Nigerian judgment in Nigeria.

• I must state at the outset that I am grateful for the written and oral submissions of the advocates: Mr. Paul Onifade, solicitor advocate for the Claimant and Ms Katharine Bailey, of counsel, for the Second Defendant. Their written submissions should be read with this judgment. I hope that I shall be forgiven for not rehearsing the arguments in full.

• I should add that I have had the benefit of reading the Second Defendant’s witness statement dated the 17^th January 2025; a witness statement by Mr David Phillips in support of the application; a witness statement by Mr, Onifade dated 7^th March 2025; and two witness statements by Ademola Animashaun (“Demola”) who is the Claimant’s attorney in Nigeria.

• Mr. Phillips’ witness statement seeks to rely on a report prepared by Detail Commercial Solicitors [“DCS”] in support of the set aside application. I have to decide whether or not the Second Defendant should have permission to rely on the report.

The Background

• The Claimant is a registered company under the Nigerian Export Processing Zones Act 2004 with registration no. 0560. The Claimant is an employer of expatriates, and their salaries are paid in US Dollars. The First Defendant is a limited liability company incorporated under the Nigerian Companies and Allied Matters Act 1990. It advertises itself as a Fintech company with global and international affiliations and a licensed international money transfer operator (IMTO) engaged in international money transfer business in U.K., Nigeria and other parts of the world. The First Defendant was able to offer currency swap for retail and business use with its global headquarters in England.

• The Second Defendant states that as a major shareholder in the Danish parent company he had helped set up the Nigerian business and had agreed to act as the non-executive chairman of Bancore, but that he never visited Nigeria and was never involved in the day-to-day operations of the company.

• The Second Defendant is the chairman and director of the First Defendant. According to the Claimant he is the alter ego and controlling mind of the First Defendant. The Second Defendant is resident in England. The Third Defendant (no relation to the Second Defendant) is also a director of the First Defendant. He is resident in Denmark.

• The Claimant and the First Defendant entered into an agreement that upon being paid NGN 716 243,000 at the rate NGN 566.20 to $1.00 USD, it would exchange the sum of USD $1,265,000 for the Claimant. Between 22nd and 26th October 2021, and pursuant to the agreement, the Claimant paid the aggregate sum of NGN 716,243,000 to the First Defendant. The funds were for the purpose of the Claimant’s expatriate salary, utility and supply needs. The First Defendant was obliged to deliver the $1,265,000 within approximately one week of 26 October 2021.

• The First Defendant failed to make any payment to the Claimant. On the 21^st December 2021 both the Second and Third Defendant signed a letter on behalf of the First Defendant acknowledging the outstanding debt of $1,265,000 to be repaid in three instalments. The Second Defendant signed the letter as chairman of the First Defendant [“Bancore”]. On the 22^nd December 2021 a board resolution of Bancore AS (Denmark) approving the proposed payment plan was passed and communicated to the Claimant. The Second Defendant signed the resolution as chairman of Bancore AS.

Continue reading this Judgment here.