Procedural Posture

This document is a judgment on liability rendered by the High Court of Justice of England and Wales (Commercial Court) in a civil action brought by the Republic of Djibouti and its port authorities (the Claimants) against Mr. Abdourahman Boreh and his corporate vehicles (the Defendants). The Claimants alleged fraud, bribery, and breach of duty under Djiboutian and French law arising from Mr. Boreh's involvement in the development of the Doraleh port complex, specifically the Horizon Oil Terminal and the Doraleh Container Terminal (DCT).

Principal Legal Issues and Parties' Positions

The Claimants contended that Mr. Boreh, acting as a mandataire (agent) or agent public (public official) in his capacity as Chairman of the Djibouti Ports and Free Zones Authority (DPFZA), breached his private and public law duties of probity and loyalty. Specifically, the Claimants alleged that Mr. Boreh secretly acquired shareholdings in the port joint ventures, misappropriated land sale proceeds, and accepted sham consultancy fees from DP World as bribes to negotiate "soft terms" in the DCT concession agreements. The Claimants sought damages and the disgorgement of profits under Articles 1382 and 1993 of the Civil Code.

Mr. Boreh denied the allegations, asserting that the President of Djibouti was fully informed of and had approved his private investments and the commercial terms of the port projects. He maintained that the consultancy agreements with DP World remunerated genuine services and that the litigation was a politically motivated campaign of persecution initiated after he refused to support the President's unconstitutional bid for a third term.

Court's Analysis and Findings

Mr Justice Flaux dismissed all claims against the Defendants, finding the Claimants' allegations to be entirely unfounded. The Court determined that the President of Djibouti was intimately involved in the port projects, possessed full knowledge of Mr. Boreh's shareholdings, and had expressly approved the commercial arrangements, including the allocation of land sale proceeds to settle state debts. The Court drew adverse inferences from the President's refusal to testify and heavily criticized the Republic's prior reprehensible conduct, including its reliance on a fabricated terrorism conviction to secure a worldwide freezing order.

Applying French and Djiboutian law, the Court held that Mr. Boreh acted as a collaborateur (service provider) rather than a mandataire with the power to bind the State during the Horizon negotiations, meaning the strict disgorgement provisions of Article 1993 of the Civil Code did not apply. While acknowledging Mr. Boreh's status as an agent public during the DCT negotiations, the Court found no breach of the duty of probity. The Court concluded that the consultancy agreements with DP World were genuine and that the concession terms were not "soft" but rather commercially sound, resulting in highly profitable ventures for the Republic.

Decision

The High Court dismissed all of the Claimants' claims against Mr. Boreh and his companies in their entirety, concluding that the action was driven by political motivation rather than legitimate legal grievances.