Despite a directive by President Muhammadu Buhari to Abubakar Malami, the attorney general of the federation, to terminate the contract the Ministry of Justice signed with Trobell International Limited to recover $43.747 billion from International Oil Companies (IOCs) after a Supreme Court judgment, BusinessDay gathers that this has not been enforced.
Garba Lawal, chairman of Trobell International Limited, in a phone conversation with BusinessDay on Wednesday, said the company was yet to receive any notice from the attorney general directing it to back down.
“As I speak to you, we have not received any instruction to terminate the contract,” Lawal said.
Malami had in an 8-page memo dated January 7, 2019 emanating from the minister of justice, drawn the attention of the president to an October 17, 2018 judgment of the Supreme Court in suit number SC.964/2016 brought by the attorneys general of Rivers, Bayelsa and Akwa Ibom States against the attorney general of the federation for failing to enforce provisions of section 16(1) & (1) of the Deep Offshore and Inland Basin Production Sharing Contracts which states that the share of the Federal Government shall be adjusted under the production sharing contracts anytime the price of crude oil exceeds $20 per barrel.
Malami then gave Trobell the power to make the recovery using whatever means at its disposal including termination of contract and the exercise of the power of ‘shut-in’ and filing a complaint under the Foreign Corrupt Practices Act in the United States of America and other related international protocols if the IOCs failed to pay.
In his response, the president rejected the prayers by the attorney general and also “directed (the) Honourable attorney general of the federation to terminate the recovery contract the Ministry of Justice has signed with Trobell International Limited” for the purpose of collecting as much as $43.747bn from the said oil companies.
The president further directed his economic management team (EMT) “to review the current state of affairs and harmonise a government position to resolve the issue including setting aside the consent judgment on the basis of its violation of section 4 of the 1999 constitution as amended”. The EMT was given until March 31, 2019 to “revert with concrete steps towards unwinding the issue”.
Buhari’s directives were contained in a one-page letter by the Chief of Staff to the president Abba Kyari to the attorney general as well as the secretary to the government of the federation. The letter is a response to an 8-page memo dated January 7, 2019 which had emanated from the minister of justice.
Trobell International Ltd with registered address at 14 Waziri Ibrahim Street, Victoria Island, Lagos was incorporated on June 17, 1987 with registration number 96185, BusinessDay investigations show.
The company was set up “to carry on petroleum business in all ramification including but not limited to pre-shipment and destination inspection of crude oil, crude products etc”, according to a search report from the Corporate Affairs Commission (CAC).
According to CAC records verified on May 26, 2016, the company has 25,000,000 ordinary shares of N1.00 each and filed annual returns in 1989-2013 and 2016. It has three current directors: Garba Hafsatu Lawal, Garba Lawal and Maidoki Tanimu.
Garba Lawal has 17.5m shares, while Garba Hafsatu Lawal, Garba Zainab Lawal and Garba Abubakar Lawal have 2.5m shares each.
Legal experts who spoke with BusinessDay said it was strange that a company so registered would embark on recoveries, a task clearly the remit of qualified accountants and legal experts.
They questioned the authority or capacity of Trobell to act as a “tax enforcer” on behalf of the Federal Government or the company’s capacity to act as a Federal Government consultant when its core vision is to be a professional independent crude oil pre-shipment inspection agent.
“We are one of the global leaders in the Crude Oil & Gas Pre-Shipment and Destination Inspection, Laboratory Testing, Engineering Design & Construction and Environmental Engineering/Management Services, with a strong bias towards oil & gas-related activities in remote areas, Shallow Water and Field Location Base,” Trobell International Limited said in its 2017 corporate profile.
Joseph Onele, a Lagos-based energy lawyer and policy consultant, said under Nigerian law, a company duly registered with the CAC is precluded from carrying out any business not included in the object clause contained in its Memorandum of Association.
“My position stems from Section 39(1) of the Companies and Allied Matters Act, Cap. C21, Laws of the Federation of Nigeria which reads: ‘A company shall not carry on any business not authorized by its memorandum and shall not exceed the powers conferred upon it by its memorandum’,” Onele told BusinessDay by mail.
Onele cited a case between Continental Chemists and Ifekandu (1966) 1 AII NLR 1, in which the company’s main business was that of chemists but established a hospital. The Supreme Court held that “to enter into any business which the directors think will increase the profits of the company” did not give power to the company to run a hospital.
In his response, Lawal said, “We are not a debt recovery agent but we have vast information regarding the issue.” Lawal further said, “We have a consortium of five Senior Advocates of Nigeria (SAN) and have accountants under this project, expert accountants and one of them is the past president of the Institute of Chartered Accountants, Ismaila Zakaria & Co.”
According to Lawal, the company has no relationship with Malami and first wrote a letter in January 2017 to the former Finance Minister Kemi Adeosun when Nigeria was still in recession suggesting that recovering this money will bail the country out of recession.
ISAAC ANYAOGU & DIPO OLADEHINDE
