Access Bank Plc v Orjiako et Al

• Jurisdiction: British Virgin Islands
• Judge: Mithani J.
• Judgment Date: 01 October 2025
• Judgment citation (vLex): [2025] ECSC J1001-2
• Docket Number: CLAIM NO. BVIHC (COM) 2023/0282
• Court: High Court (British Virgin Islands)

Between:

Access Bank Plc (as successor in title and assignee of Diamond Bank plc)

Claimant/Applicant

and

[1] Dr Ambrosie Bryant Chukwueloka Orjiako (“Dr Orjiako”)

[2] Shebah Petroleum Development Company Limited (BVI) (“Shebah BVI”)

[3] Abbeycourt Energy Services (BVI) Limited (“Abbeycourt”)

[4] Neville Investment Management Limited (“Neville”)

[5] Plumage Management Limited (“Plumage”)

[6] Pursley Resources Ltd (Pursley”)

[7] Sinclair Commercial Ltd (“Sinclair”)

[8] Salvic Energy Ltd (“Salvic Energy”)

[9] Salvic Petroleum Resources Ltd (“Salvic Petroleum BVI”)

[10] Mrs Igra Chioma Henrietta Orjiako (“Mrs Orjiako”)

Defendants/Respondents

[11] African Export-Import Bank (“African Export-Import”)

[12] Asset Management Corporation of Nigeria (“AMCON”) (as successor in title and assignee of Skye Bank plc)

Nominal Defendants

[2025] ECSC J1001-2

CLAIM NO. BVIHC (COM) 2023/0282

EASTERN CARIBBEAN SUPREME COURT

IN THE HIGH COURT OF JUSTICE

COMMERCIAL DIVISION

Appearances:

Mr Steven Thompson KC, instructed by Carey Olsen, and with him Mr Richard Brown and Mr Sean Kinney, both of Carey Olsen, for the Claimant

Mr Robert Weekes KC, instructed by HFW, and with him, Mr Scott Cruickshank, of HFW, for the First to Tenth Defendants

Introduction

1 Mithani J. [Ag]: In this Claim (“the Claim”, “this Claim” or “these Proceedings”), issued on 15 December 2023, the Claimant is Access Bank Plc. I will refer to it in this judgment (“this Judgment” or “the Judgment”) as the “Claimant” or “Access Bank”.

2 The defendants to the Claim are the ten defendants and the two additional “nominal” defendants referred to as such in the heading of this Judgment. I will refer to the first defendant, Dr Ambrosie Orjiako, as either the “First Defendant” or “Dr Orjiako”; to his wife, the tenth defendant, Mrs Igra Orjiako, as either the “Tenth Defendant” or “Mrs Orjiako”; both Dr Orjiako and Mrs Orjiako together as “the Orjiakos”; and to the corporate defendants by the number in which they appear in the heading of this Judgment or by the abbreviations provided for them in that heading. In addition, unless the context otherwise requires, the expression: (a) “the Claimant” or “Access Bank” shall include its predecessors in title, including the “Original Lenders”; (b) “the Defendants” shall mean either one or all the defendants (other than the nominal defendants) to the Claim; and (c) “the Shareholding Companies” shall mean any one or more of Abbeycourt, Helko Nigeria Limited (“Helko”), Neville, Plumage, Pursley, and Sinclair.

3 Dr Orjiako is indebted to the Claimant for $220,298,038 (plus interest) under a consent order made in the Claim on 16 April 2024. This followed a judgment obtained by the Claimant in a claim brought by the Claimant against Dr Orjiako in the High Court in England in March 2016.

4 Dr Orjiako had given a personal guarantee for a substantial syndicated loan (“the Loan”) made by three lenders, Afrexim Bank (i.e., African Export-Import Bank), Diamond Bank Plc and Skye Bank Plc (referred to individually or collectively in this Judgment as “the Original Lenders” or “the Original Lender”) to a Nigerian company called Shebah Exploration & Petroleum Co. Ltd (“SEPCOL”). SEPCOL was owned or controlled by him and is not a party to these Proceedings.

5 In March 2013, SEPCOL defaulted on the Loan. In September 2013, the Original Lenders called in the Loan, and, in February 2014, they called in Dr Orjiako's personal guarantee and the corporate guarantee that a BVI company, Allenne Ltd, had provided to the Original Lenders to “secure” the indebtedness of SEPCOL to the lenders.

6 In 2014, proceedings were commenced in England against SEPCOL as borrower, Dr Orjiako as personal guarantor, and Allenne Limited as corporate guarantor to enforce the Loan. Those proceedings were issued in 2014. They were settled on agreed terms. However, Dr Orjiako breached those terms. As a result, the Original Lenders brought fresh proceedings against Dr Orjiako and obtained summary judgment against him in 2016.

7 Two of the Original Lenders assigned their claims to the Claimant. The assignees are the Claimant and the Twelfth Defendant. The sole remaining original lender is the Eleventh Defendant. The Eleventh and Twelfth Defendants have taken no part in this action but are aware of it and do not object to it. They are necessary parties to the Claim, but no relief is sought against them. They are, therefore, joined in the claim and described in it as “nominal defendants”. The Defendants do not challenge the ability of the Claimant to bring the Claim and to sue the Defendants as successors in title to one or more of the original lenders.

8 This Claim was brought by the Claimant to enforce the original English judgment. In April 2024, the Claimant obtained an order of this Court (“the BVI Judgment”), to which Dr Orjiako consented, giving effect to the English judgment. The Claimant has taken various consequential proceedings in this Claim in order primarily to obtain further information about its ability to enforce the BVI Judgment, and to prevent any dealing by one or more of the Defendants with any of their assets until the final determination of the Claim by this Court. These consequential proceedings do not require further mention in this Judgment, although I should point out that Dr Orjiako is currently the subject of bankruptcy proceedings in Nigeria. However, there is little likelihood that those proceedings will be concluded anytime soon.

9 The Claimant alleges that there are various shell companies in this jurisdiction, i.e., one or more of the BVI companies included as defendants in the Claim, which hold tranches of very valuable shares (“the Shares” or “the Shareholding”), 1 either directly or indirectly, in a listed Nigerian oil company, called Seplat Energy Plc (“Seplat”). The Claimant alleges that these shares remain beneficially owned and controlled by Dr Orjiako himself, despite his assertion that he transferred them to Mrs Orjiako (following threats of legal proceedings made against him in 2014). The Claimant asserts that if, contrary to that allegation, Dr Orjiako has transferred the Shares to Mrs Orjiako, that transfer was effected and motivated only by his desire to avoid the Claimant being able to enforce any claim that it has against Dr Orjiako over those shares.

10 Two issues, therefore, fall to be determined by this Court, which can be formulated in the form of simple questions that the Court has to answer:

• (a) Is Dr Orjiako entitled, or does he continue to be entitled, to the beneficial interest in the Shares? If the answer to this question is “Yes”, the Court does not have to decide the second question, identified below. However, for the sake of completeness, it should do so, in case there is an appeal against this Judgment or the respondent to the appeal wishes to serve a respondent's notice to the appeal.

• (b) If the transfer to Mrs Orjiako, relied upon by Dr Orjiako, was effective to transfer both the legal title and beneficial interest in the Shares to her, was it effected and motivated by his desire to avoid the Claimant being able to enforce any claim that it had against Dr Orjiako over the Shares?

11 The Claimant maintains that the case against the Defendants on the above two issues is clear and obvious. It asserts that despite Dr Orjiako's attempt to raise various factual issues, which he claims ought to be determined at the trial of the Claim in order to establish the Claimant's entitlement to the relief he seeks, on a proper examination of the written evidence so far submitted in the Claim, it is clear that Dr Orjiako has no real defence to the claim or none that would withstand the scrutiny by this Court. Accordingly, the Claimant seeks summary judgment (“SJ”) against the Defendants in relation to those issues pursuant to r. 15.2 of the ECSC Civil Procedure Rules (Revised Edition) 2023 (“ ECSC CPR”).

12 I heard the Claimant's application for SJ (“the Application”) over a period of two days on 28 and 29 July 2025 (“the SJ Hearing”). I was informed at the SJ Hearing that the Defendants had indicated they wished to enter into negotiations with the Claimant to see if the dispute between them could be resolved. Based on the fact that I have not been told that the parties have come to any resolution of the issues between them, I must assume that the negotiations have fallen through or, at any rate, have not reached the stage where the parties felt that I should defer giving judgment until I knew one way or another whether they were likely to come to a settlement.

Background

13 The background facts and matters giving rise to the Claim do not need detailed mention. A full chronology of the relevant events that give rise to the making of the Claim, and the bringing of the Application, is set out in the draft chronology, annexed to the sixth affidavit of Mr Robert Imowo, sworn on 6 January 2025, in support of the Application. Although some of the phraseology used in that chronology is based on what the Claimant says is its case, I do not believe that the Defendants dispute the substance of the chronology. For the purpose of extracting information from it, I have disregarded the narrative and words used in it, which may be perceived as controversial by the Defendants. However, what follows in this Judgment describes the conclusions I have come to, expressed in my own words.

14 For the purposes of this Judgment, it suffices if I provide the following short summary of the relevant events.

15 I have dealt briefly with the circumstances in which the Loan was made and in which it (together with the guarantees supporting it) was enforced in the High Court in England and, subsequently, made the subject of the BVI Judgment.

16 From incorporation in 2009 until 10 March 2014, Shebah BVI had one issued share. That share was owned both legally and beneficially by Dr...