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6 months ago

Building a house in Nigeria shouldn't be so hard. We've seen too many projects ruined by: 1. Fake materials 2. Price manipulation 3. Artisan adding extra fees That's why we built BuildPadi. To make procurement transparent, faster, and less costly.

BuildPadi001's tweet photo. Building a house in Nigeria shouldn't be so hard.
We've seen too many projects ruined by:
1. Fake materials
2. Price manipulation
3. Artisan adding extra fees
That's why we built BuildPadi.
To make procurement transparent, faster, and less costly. https://t.co/BnJYwjDq0w

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BuildPadi001 retweeted

Akpor Ikogho

@legal_padi

about 1 month ago

CAN A COMPANY BE BOUND BY AN ARBITRATION CLAUSE IN A CONTRACT IT NEVER SIGNED BUT DIRECTLY BENEFITED FROM? EMTS Ltd v. Afdin Ventures Ltd & Ors. (2026) LPELR-83327 (SC) QUESTION If a company never signed a contract containing an arbitration clause, can it still be forced to arbitrate under that contract? SHORT ANSWER Yes. The Supreme Court held that in certain situations, a company can be bound by an arbitration clause even if it never physically signed the agreement. LEGAL BACKGROUND Many business agreements contain arbitration clauses. These clauses basically say that if a dispute happens, the parties will settle it through arbitration instead of going to court. The common assumption is that if you did not sign the contract, you are not bound by it. But modern commercial transactions are often more complicated than that. Companies may receive benefits from a deal, participate in it, or take over obligations under it, even without being the original signatory. FACTS IN BRIEF In 2009, Afdin Ventures Limited and Dirbia Nigeria Limited invested a combined $43,033,950 in Etisalat Nigeria (the company that later became 9mobile), through its promoters, Karlington Telecommunications and Premium Telecommunications Holdings. The investment documents they signed (an Offer of Terms and a Custodial Agreement) contained an arbitration clause. 9mobile was not a signatory to either document. But the money landed in 9mobile’s hands. The arbitrator later found, on concrete evidence, that the invested funds were actually received by 9mobile. When the relationship broke down in 2018 and the investors sued in court, it was 9mobile and the other defendants who asked the court to send the matter to arbitration, invoking the very arbitration clause they would later claim had nothing to do with them. The court agreed, a sole arbitrator was appointed, and proceedings ran for nearly three years. 9mobile lost. Only then did 9mobile turn around and argue it was never bound by the arbitration clause to begin with, because it never signed the original contracts. The matter was nonetheless determined by the Supreme Court on its full merits. COMPETING ARGUMENTS 9mobile: We did not sign the agreement containing the arbitration clause. Since arbitration is based on consent, we cannot be forced into an arbitration we never agreed to. Investors: You cannot enjoy the benefits of a transaction and later deny the obligations attached to it. Even though 9mobile did not sign the agreement, its involvement in the transaction was too significant for it to escape the arbitration clause. CORE HOLDING A five-member panel of the Supreme Court, led by Justice Mohammed Garba, unanimously agreed with the investors and dismissed 9mobile’s appeal. The Court held that an arbitration agreement is not always limited to the people who physically signed it. Where contractual rights and obligations are assigned, the arbitration clause travels with the assignment. An assignee who assumes the benefits and burdens of a contract cannot disclaim the arbitration clause embedded in it. The Court further held that 9mobile, having benefited from the invested funds, could not escape the arbitration clause in the original contract. As a result, the arbitral award was affirmed, ordering 9mobile to refund the $43,033,950 invested, plus interest and costs, bringing the total sum to approximately $87,448,929.45. WHAT TO LEARN FROM THIS • In modern commercial transactions, courts may look beyond signatures. • A company may be bound by contractual obligations if its conduct shows it adopted or benefited from the transaction. • You cannot pick the benefits of a deal and reject the burdens that come with it. In simple English, not signing a contract is no longer always a complete escape route. If your company is deeply involved in a transaction and benefits from it, a court may still hold you to the dispute resolution clause inside that contract.

legal_padi's tweet photo. CAN A COMPANY BE BOUND BY AN ARBITRATION CLAUSE IN A CONTRACT IT NEVER SIGNED BUT DIRECTLY BENEFITED FROM?

EMTS Ltd v. Afdin Ventures Ltd & Ors. (2026) LPELR-83327 (SC)

QUESTION

If a company never signed a contract containing an arbitration clause, can it still be forced to arbitrate under that contract?

SHORT ANSWER

Yes.

The Supreme Court held that in certain situations, a company can be bound by an arbitration clause even if it never physically signed the agreement.

LEGAL BACKGROUND

Many business agreements contain arbitration clauses. These clauses basically say that if a dispute happens, the parties will settle it through arbitration instead of going to court.

The common assumption is that if you did not sign the contract, you are not bound by it.

But modern commercial transactions are often more complicated than that. Companies may receive benefits from a deal, participate in it, or take over obligations under it, even without being the original signatory.

FACTS IN BRIEF

In 2009, Afdin Ventures Limited and Dirbia Nigeria Limited invested a combined $43,033,950 in Etisalat Nigeria (the company that later became 9mobile), through its promoters, Karlington Telecommunications and Premium Telecommunications Holdings. The investment documents they signed (an Offer of Terms and a Custodial Agreement) contained an arbitration clause. 9mobile was not a signatory to either document.

But the money landed in 9mobile’s hands. The arbitrator later found, on concrete evidence, that the invested funds were actually received by 9mobile.

When the relationship broke down in 2018 and the investors sued in court, it was 9mobile and the other defendants who asked the court to send the matter to arbitration, invoking the very arbitration clause they would later claim had nothing to do with them. The court agreed, a sole arbitrator was appointed, and proceedings ran for nearly three years. 9mobile lost.

Only then did 9mobile turn around and argue it was never bound by the arbitration clause to begin with, because it never signed the original contracts.

The matter was nonetheless determined by the Supreme Court on its full merits.

COMPETING ARGUMENTS

9mobile:

We did not sign the agreement containing the arbitration clause. Since arbitration is based on consent, we cannot be forced into an arbitration we never agreed to.

Investors:

You cannot enjoy the benefits of a transaction and later deny the obligations attached to it. Even though 9mobile did not sign the agreement, its involvement in the transaction was too significant for it to escape the arbitration clause.

CORE HOLDING

A five-member panel of the Supreme Court, led by Justice Mohammed Garba, unanimously agreed with the investors and dismissed 9mobile’s appeal.

The Court held that an arbitration agreement is not always limited to the people who physically signed it.

Where contractual rights and obligations are assigned, the arbitration clause travels with the assignment. An assignee who assumes the benefits and burdens of a contract cannot disclaim the arbitration clause embedded in it.

The Court further held that 9mobile, having benefited from the invested funds, could not escape the arbitration clause in the original contract.

As a result, the arbitral award was affirmed, ordering 9mobile to refund the $43,033,950 invested, plus interest and costs, bringing the total sum to approximately $87,448,929.45.

WHAT TO LEARN FROM THIS

• In modern commercial transactions, courts may look beyond signatures.

• A company may be bound by contractual obligations if its conduct shows it adopted or benefited from the transaction.

• You cannot pick the benefits of a deal and reject the burdens that come with it.

In simple English, not signing a contract is no longer always a complete escape route. If your company is deeply involved in a transaction and benefits from it, a court may still hold you to the dispute resolution clause inside that contract.

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