A Federal High Court, in Lagos has restrained an Oil exploration and production company, Oriental Energy Resources Limited, from withdrawing, transferring, removing any funds, properties, or assets, outside the jurisdiction of Nigeria or encumbering any funds belonging to or held to the account of the Company with the 12 commercial banks except for payments of normal salaries.
Justice Chukwujekwu Aneke made the order in an exparte application filed and argued by Mr. Uchechukwu Obi SAN, on behalf of a Limited liability company, Uniterm Nigeria Limited, who alleged that Oriental Energy Resources Nigeria Limited owns it the sum of $1,453,356,76 (One million four hundred and fifty-three Thousand, Three hundred and fifty-six Dollars Seventy-six Cent.
The court also restrained Oriental Energy Resource Limited, either acting alone or in concert with the Central Bank of Nigeria, and the Nigeria Petroleum Development Company, from exporting, transferring or removing from the jurisdiction of the court any asset, Crude Oil or Gas due to the company from Ebok Marginal field or any other Oil block, pending hearing and determination of the motion on notice.
The court also granted an interim order attaching and taking legal possession of all funds, deposits, credit, and receivables belonging to or due to the company with or in the custody of the 12 banks listed before the court.
The banks are, First City Monumental Bank Plc, Access Bank plc, Eco bank plc, Fidelity Bank, First bank Plc, Guarantee Trust Bank, United Bank for Africa, Zenith bank Plc, Standard Chartered Bank, Stanbic IBTC Bank, Polaris Bank Plc, Union Bank Plc.
Besides, the Court directed all the Banks listed, to within seven days from the day of service of the orders file an affidavit disclosing the respective balances, funds, deposits, credit, and receivables, held in or the accounts of the company at the date of the order supported by a certified print out of the statements of accounts covering three months, pending the hearing and determination of the motion on notice.
In a 63-paragraph affidavit in support of the application, sworn to by the General Manager, Finance of Uniterm Nigeria Limited company Adekunle Okunnowo, it was alleged that Oriental Energy Resources Limited, was desirous of engaging a consortium comprising a local and foreign contractor to provide it with a Rig, specialized Drilling Unit, local and foreign personnel, and catering services required in the Well Drilling project for Ebok Field located within OML 67.
He averred that Oriental Energy Resources Limited contacted Borr International Operations Incorporated, a company engaged in the business of providing drilling services, and one existing under the laws of Marshall Island and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands.
He further averred that the Petitioner was to provide local personnel and catering and incidental services on the rig location; while Borr was to provide the Rig, Drilling unit, and expatriate personnel for the project comprised in the contract.
The Petitioner, Borr, and the Respondent as separate juristic entities fully aware of their roles, rights, and obligations, entered into a business relationship in May 2021.
The Petitioner in association with Borr (simply described as the “Contractor”) and same was for the provision of Jack up Drilling unit “NATT” Drilling Rig, local and foreign personnel supply and Catering Services for Drilling Program Offshore Nigeria in the Respondent’s Ebok Field in OML 67 aforesaid.
He further averred that although, the said contract refer to the petitioner and Borr as “the contractor”; it was understood by parties that the contract was to be executed by them in such a way that Borr and the petitioner, named as contractor in the contract, were to provide individual and distinct services to Oriental Energy Resources Company and to invoice and get paid separately for the services rendered by each of them.
According to the deponent, the drilling operations and other contractual services commenced in May 2021 and ended in October 2021.
He stated that the Petitioner had submitted a total number of 61 invoices totaling US $2,232,638.67 and N104, 120,896.20.
The deponent added that all of these duly issued invoices were sent directly by the Petitioner to the Respondent in accordance with the Ordering and Invoicing process and most of them were allegedly received and honoured by the Respondent.
He stated that the Respondent, however, failed to pay 6 outstanding invoices all of which amount to the US $1, 453, 356.76 VAT inclusive.
He stated that sometime in October 2021 the Respondent alleged that Borr supplied Borr Natt Rig’ had malfunctioned thereby leading to temporary stoppage of work within the period resulting in non-productive time (NPT) and consequential spread cost losses.
In the light of this, the Respondent had sent a letter to Borr on 14th October 2021, informing Borr that they were disputing the service rates on Borr’s specific invoices dated 6th September 15th September 2021 in view of the non-productive time (NPT) and spread cost losses. The letter was addressed to Borr, which was simply copied to the petitioner.
However, the Respondent never disputed the invoices submitted by the Petitioner for the local personnel supply and catering services rendered by it or queried any aspect of the services rendered by the Petitioner in accordance with the OERL Ordering and Invoicing Process,
He stated that the Respondent struggled throughout the contract tenure to comply with the contractual payment terms of 30 days from final invoices submission dates as agreed, instead payments were mostly delayed and irregular and some remained outstanding to date.
He stated that due to the persistent refusal of the Respondent to make payments to the Petitioner, on the 6 outstanding invoices, the Petitioner wrote a letter to the Respondent dated 14th March 2022 and 5th April 2022, demanding payment of the outstanding debt of US $1, 453, 356.76 (One Million Four Hundred and Fifty-Three Thousand, Three Hundred and Fifty – Six Dollars, Seventy-Six Cents) Vat Inclusive.
By the terms of the contract, the Petitioner is also entitled to interests on the invoices as provided for in the contract. This is because the 30-day period stipulated in the contract has elapsed since the invoices were raised and submitted.
The respondent’s claims and contentions against Borr which it now desperately uses as a ploy to refuse to liquidate the petitioner’s invoices are wrongful, baseless, and insupportable under the existing contract executed by the parties
‘’I know for a fact that all of the services provided by the Petitioner were specifically requested for by the Respondent. Also, the Petitioner had as far back as 14th October 2021 been sending emails and letters to the Respondent notifying it of the outstanding invoices. It is therefore unfair that the Respondent is trying to assert its purported claim against Borr International Operations Incorporated as a ground to withhold the Petitioner’s funds under the invoices.
‘’The Petitioner is entitled to the sum of US $1, 453, 356.76 (One Million Four Hundred and Fifty-Three Thousand, Three Hundred and Fifty – Six Dollars, Seventy-Six Cents) Vat Inclusive, interest at the current rate
‘’The Petitioner has performed all of its own obligations under the Agreement but the Respondent has woefully failed to discharge its own obligation under the contract by its refusal to honour invoices forwarded to it by the Petitioner.
”Owing to the repeated failure of the Respondent to honour its commitments, as a result of which the business of the Petitioner was put in jeopardy and near total collapse, the Petitioner, in compliance with the provisions of sections 571 (d) and 572 (a) of the Companies and Allied Matters Act, 2020 issued a statutory demand notice on the Respondent on 13th April 2022 requesting the Respondent to pay the debt within three weeks from the date of receipt or face the consequence of winding up.
‘’The Applicant is willing and prepared to give an undertaking as to damages in the event that those orders are granted event to is have willing, that those granted and it is discovered that the court ought to have granted the interim order sought in the first place.
In his ruling, Justice Aneke granted the restraining order.
The suit has been adjourned till September 26, 2022, for a hearing, and it is expected that the defendants would have filed their defence.
