An arbitral tribunal has dismissed the case filed by General Hydrocarbons Limited (GHL) against First Bank of Nigeria Limited (FBN), ruling that the bank did not breach its financing obligations under a 2021 Subrogation Agreement.

The Final Award, issued on 28 October 2025 by Hon. Justice Kumai Bayang Akaahs (rtd), sitting as Sole Arbitrator, upheld FBN’s position that its financing obligation to GHL was conditional rather than absolute.

GHL was represented by Paul Usoro (SAN) and Abiodun Layonu (SAN), while FBN was represented by Gbolahan Elias (SAN), Babajide Koku (SAN) and Victor Ogude (SAN).

The dispute arose from a Subrogation Agreement dated 29 May 2021, under which GHL undertook to repay an outstanding debt of $718 million, while FBN agreed to provide additional loans for the development and production of OML 120, subject to agreed conditions.

GHL had accused FBN of breaching the agreement by failing to provide timely and adequate financing, frustrating alternative funding arrangements, and causing losses through project delays.

FBN, however, maintained that its financing obligation was conditional and guided by internal banking policies, professional discretion, and regulatory standards.

Delivering his findings, Justice Akaahs held that GHL failed to prove any breach by FBN. The tribunal found that:

  1. FBN’s obligation to finance OML 120 was conditional, not absolute, and the bank was entitled to evaluate financing requests and attach competitive terms.

  2. FBN made several financing offers amounting to $185 million, and delays alleged by GHL were neither unreasonable nor in breach of the agreement.

  3. The introduction of an Independent Asset Manager as a financing condition was consistent with the agreement.

  4. GHL’s allegations that FBN sabotaged alternative funding efforts were unsubstantiated.

  5. All reliefs sought by GHL — including damages, declarations, and termination of the Subrogation Agreement — were dismissed in their entirety.

The tribunal consequently ordered GHL to pay $112,100 and ₦111.25 million as legal and arbitration costs to FBN within 30 days, with interest applicable on any late payment.

The award effectively brings to an end the protracted commercial dispute between the two companies over the financing of OML 120 oilfield operations.