Procedural Posture and Purpose

This document is the expert witness statement of S.M.A. Belgore, submitted on behalf of the Claimant in the arbitration proceedings against the Ministry of Petroleum Resources of the Federal Republic of Nigeria. The report addresses preliminary objections raised by the Respondent concerning the legal capacity of the Ministry to enter into the Gas Supply and Processing Agreement (GSPA) and the Claimant's alleged non-compliance with Nigerian corporate statutory requirements.

Principal Legal Issues Addressed

The expert report provides an analysis of two primary questions of Nigerian law: first, whether the Ministry lacked the legal or contractual capacity to validly execute the GSPA; and second, whether the Claimant's alleged failure to comply with Section 54 of the Companies and Allied Matters Act 2004 (CAMA) renders the GSPA void or otherwise unenforceable due to illegality.

Expert Analysis and Conclusions

On the issue of capacity, the expert concludes that the Ministry of Petroleum Resources acted as an unincorporated organ of the Federal Government of Nigeria. Relying on Nigerian constitutional law and relevant jurisprudence, the expert determines that the Minister possessed both actual and ostensible authority to execute the GSPA, thereby binding the Federal Government. The expert rejects the Respondent's assertion that the Ministry's lack of a separate legal personality invalidates the contract, noting that the Ministry properly executed the agreement qua Government.

Regarding the alleged illegality under Section 54 of CAMA, the expert opines that the statutory requirement for a foreign company to incorporate a domestic entity applies prior to "carrying on business" in Nigeria, not prior to the mere execution of a contract. The expert notes that the Claimant established a Nigerian subsidiary before the contractual "Start Date" for the commencement of operations, satisfying the statutory intent. Furthermore, the expert asserts that even if a technical breach occurred, the Respondent waived its right to rely on Section 54 and is estopped from raising an illegality defense. Citing Nigerian Supreme Court precedent, the expert emphasizes that equity precludes a party from relying on a truncated statutory construction to evade contractual obligations or to benefit from its own wrongful acts.