The Federal Republic of Nigeria v Process and Industrial Developments Ltd

Hearing dates: 1 and 2 May 2025

Approved Judgment

This judgment was handed down remotely at 10.30am on Tuesday 10 June 2025 by circulation to the parties or their representatives by e-mail and by release to the National Archives

Introduction and background

The Additional Appellant, Mr Seamus Andrew, is a barrister and solicitor who acted for the Defendant, Process & Industrial Developments Limited (“P&ID”) in an arbitration against the Respondent (“FRN”) arising from FRN's breach of a Gas Supply and Processing Agreement (“GSPA”) dated 11 January 2010. By an Award dated 31 January 2017, the arbitral tribunal (Sir Anthony Evans, Chief Bayo Ojo SAN and Lord Hoffmann) found that P&ID's claim against FRN succeeded and awarded it U.S.$6.6 billion damages. In October 2017, after the arbitration had concluded, Mr Andrew became a director of P&ID when his company, Lismore Capital Limited (“Lismore”), acquired a stake in P&ID.

By an application made on 5 December 2019, FRN challenged the Award and other Awards made in the arbitration proceedings before the Commercial Court under section 68(2)(g) of the Arbitration Act 1996 on the grounds that the Awards had been procured by fraud and that the GSPA and the arbitral process were tainted by bribery, corruption and perjury. Following an eight week trial between January and March 2023, the judge, Robin Knowles J, handed down a detailed judgment on 23 October 2023, running to 595 paragraphs, in which he found that three separate irregularities brought the case within section 68(2)(g): (i) Mr Michael Quinn, co-founder with a Mr Cahill of P&ID had knowingly given false evidence in the arbitration, concealing bribes paid by P&ID to Mrs Grace Taiga, Director of Legal at the Ministry of Petroleum Resources when the GSPA was entered, in connection with its entry; (ii) P&ID continued to pay bribes to Mrs Taiga during the period of the arbitration in order to conceal from the tribunal the fact that she had been bribed; and (iii) P&ID had improperly retained and utilised internal legal documents of FRN that it had received during the arbitration.

So far as that third irregularity is concerned, the judge found that P&ID had received a number of FRN's internal legal documents, various examples of which he set out in the judgment, including many documents which were plainly subject to legal professional privilege, were confidential to FRN and were documents which P&ID was not entitled to see. As he found at [211] of the judgment, the documents were transmitted to P&ID deliberately by the individuals in Nigeria who procured them. Their release to and retention by P&ID was not authorised by FRN. Among those acting for P&ID who received the FRN internal legal documents were Mr Cahill, Mr Andrew and Mr Trevor Burke. Mr Andrew had the conduct of the arbitration, initially assisted by Harcus Sinclair LLP, as solicitors of record for P&ID in the arbitration. The representation moved to his own firm, SC Andrew LLP, in September 2014, when he became a partner there. In December 2012, Mr Burke, a criminal law QC (now KC) who was a nephew of Mr Michael Quinn, was sent a file of documents to read into P&ID's claim.

In relation to the receipt and use of FRN's internal legal documents, FRN's Re-Re-Re-Amended Statement of Case set out a detailed pleading at [79A] to [79M] which included specific allegations against Mr Andrew. Amongst the matters pleaded were: (a) that Mr Andrew was involved in the receipt of FRN's internal legal documents ([79C]); (b) that between November 2014 and June 2017, he was provided with copies of FRN's internal legal documents ([79D]); (c) that it was to be inferred that many other of FRN's internal legal documents were shared with him and others acting for P&ID, but have been lost, deliberately destroyed or withheld by those involved to conceal P&ID's wrongdoing ([79F]); (d) that at no material time did he, Mr Burke or P&ID's other legal advisers reveal contemporaneously to FRN or the tribunal that P&ID was being improperly provided with privileged and confidential documents ([79I]); (e) that it was to be inferred that P&ID was making use of FRN privileged documents to gain knowledge of what FRN was being advised and the steps it was planning to take in the arbitration and to obtain improper strategic knowledge and influence via corrupted officials at FRN, of the steps FRN was or was not taking ([79J]); (f) that P&ID's contemporaneous knowledge of the contents of FRN's internal legal documents meant that P&ID knew that FRN did not know that the GSPA had been procured by bribery and/or that the evidence of Mr Quinn was perjured, as a result of which P&ID continued to pursue its claim in the arbitration and/or continued to rely on Mr Quinn's perjured witness statement, absent which matter no award in its favour would have been obtained ([79K]); (g) that had FRN and the tribunal known that P&ID had been making extensive use of privileged and confidential information unlawfully obtained from Nigerian officials, that would have undermined P&ID's credibility with the tribunal, which would not have awarded P&ID any damages ([79L]).

Both Mr Andrew and Mr Burke gave written and oral evidence at the trial on behalf of P&ID. Neither was a party to the proceedings. Although the judge found at [207] of his judgment that: “Mr Andrew tried his best to answer questions carefully and accurately” he went on, particularly at [213] to [217] and [229] to make findings which were critical of Mr Andrew's conduct in relation to FRN's internal legal documents. I will set out those findings in more detail later in this judgment, but for the present simply note that the judge found that: (i) Mr Andrew and Mr Burke appreciated that the documents included ones which were privileged and Mr Andrew's explanation that the documents were shared as part of settlement discussions was rejected as untrue ([214]); (ii) Mr Andrew and Mr Burke knew that they were not entitled to see the documents and their “decision not to put a stop to it” (clearly a reference to the continued retention and use of the documents by and on behalf of P&ID) was “indefensible” [215]; (iii) the reason they behaved this way was because of the money they hoped to make if P&ID succeeded in the arbitration, up to US$3 billion in the case of Mr Andrew ([207] and [215]); (iv) Mr Andrew's suggestion in his evidence that he did not pay particular attention to FRN's internal legal documents and did not read them all or some of the ones he received completely was untruthful ([216]); and (v) the improper retention of FRN's internal legal documents enabled P&ID to track FRN's internal consideration of merits, strategy and settlement during the arbitration and allowed it to monitor whether FRN had become aware of the fact that it and the tribunal were being deceived ([217]).

The judgment in draft had been provided to the parties in the usual way to consider any typographical corrections and the like on 16 October 2023, a week before hand down. As a director of P&ID, Mr Andrew received a copy. On 17 October 2023, Mr Andrew emailed the judge via the judge's clerk saying that he had seen the draft judgment in his capacity as a director of P&ID and, having given preliminary consideration to its contents, he said he would very much like to speak to Mr Gregory Treverton-Jones KC, leading counsel who had been advising him in relation to FRN's allegations against him of professional misconduct. He said that he understood Mr Treverton-Jones KC sometimes made submissions to the court between dissemination of a draft judgment and hand-down in relation to draft findings of professional misconduct. He wanted to share the judgment with Mr Treverton-Jones KC so the latter could advise him whether any submissions ought properly to be made to the judge, prior to hand down, in relation to the findings as to his professional standing and asked for permission to share the judgment with Mr Treverton-Jones KC.

That email was copied to Mark Howard KC, leading counsel for FRN at the trial before the judge. He emailed the judge via the judge's clerk on 18 October 2023 saying that Mr Andrew was not a party and, in his personal capacity, had no standing to make representations about the contents of the judgment, citing the judgment of Gloster LJ in the Court of Appeal in Gray v Boreh [2017] EWCA Civ 56 (referred to in more detail below).

The judge responded via his clerk the same day saying:

“The judge is content for Mr Andrew to show the confidential draft judgment to Mr Treverton-Jones KC on the same basis of confidentiality. This is not however to be taken as any indication that an application on behalf of Mr Andrew in relation to the confidential draft judgment would be appropriate.”

On 8 November 2023, a consequentials hearing before the judge was fixed for Friday 8 December 2023, with the judge requesting on 24 November 2023 that any grounds of appeal be provided to the Court by 1 December 2023. Mr Andrew did not comply with that timetable, but, previously unheralded, on the afternoon of 6 December 2023, counsel...