Ghana’s Supreme Court has dismissed a final appeal by Springfield Exploration and Production Limited, paving the way for the enforcement of nearly $10 million in arbitration awards obtained by Stena Unicon Offshore Services Ghana Limited in a long-running commercial dispute arising from offshore oil exploration activities.
The landmark ruling in Stena Unicon Offshore Services Ghana Limited v. Springfield Exploration and Production Limited & Another is being viewed as a significant endorsement of Ghana’s commitment to international arbitration and contractual certainty.
The dispute stems from a 2019 drilling contract under which Stena Unicon deployed the drillship Stena Forth to drill the Afina-1 exploration well for Springfield offshore Ghana.
While the drilling operation was successfully completed, a disagreement later emerged over outstanding payments. Stena alleged that Springfield failed to settle 15 invoices totaling more than $8 million for services rendered.
Springfield disputed the claim, arguing that certain tax exemptions applied to the contract and that the Covid-19 pandemic adversely affected its fundraising efforts, making it difficult to meet its financial obligations.
The contract between the parties was governed by English law and contained an arbitration clause requiring disputes to be resolved under the rules of the London Court of International Arbitration (LCIA), with London designated as the seat of arbitration.
Following proceedings in London, the arbitral tribunal issued awards in late 2021 ordering Springfield to pay the outstanding debt as well as legal costs.
Stena subsequently initiated proceedings in Ghana to enforce the awards.
However, Springfield challenged the enforcement, arguing that the arbitration process had breached its right to a fair hearing.
A key aspect of Springfield’s argument was that the tribunal had applied the 2020 LCIA Rules instead of the 2014 LCIA Rules that were in force when the parties signed their agreement.
According to Springfield, the newer rules introduced an “early determination” procedure that materially altered the arbitration process and disadvantaged the company in presenting its defense.
The company further contended that it was not given adequate time to gather evidence and prepare its case.
The Supreme Court unanimously rejected those arguments.
The court held that where parties agree to arbitration under the rules of a particular institution, the applicable rules are generally those in force at the time arbitration proceedings commence, unless the parties expressly agree otherwise.
According to the court, there was no evidence that Springfield and Stena had specifically agreed to be bound only by the 2014 LCIA Rules.
The justices noted that if the parties intended to freeze the applicable rules at the version existing when the contract was signed, they could have expressly stated so in their agreement.
In reaching its decision, the court relied on established international arbitration authorities, including the English case of China Agribusiness Development Corp. v. Balli Trading, as well as leading arbitration texts such as Law, Practice and Procedure of Arbitration by Sundra Rajoo and Russell on Arbitration.
The Supreme Court further observed that the 2014 LCIA Rules already granted tribunals broad powers to manage proceedings efficiently and expeditiously.
As a result, the court concluded that the early determination mechanism introduced in the 2020 Rules did not fundamentally alter the arbitration process but merely clarified powers that already existed.
The justices also dismissed Springfield’s claim that it had been denied a fair hearing.
According to the judgment, Springfield actively participated in the London arbitration, attended virtual hearings and conferences, and was represented by legal counsel throughout the proceedings.
“The Respondents were afforded more than ample opportunity and time to defend,” the court held.
The Supreme Court additionally rejected Springfield’s challenge to evidence used during the enforcement proceedings.
The company had argued that a Power of Attorney relied upon by Stena’s lawyers had not been properly stamped under Ghana’s Stamp Duty Act and should therefore have been excluded.
The court ruled that such objections should have been raised during the trial proceedings rather than on appeal.
Relying on Sections 5 and 6 of the Evidence Act, 1975 (NRCD 323), the court held that appellate courts will only interfere with evidentiary rulings where a substantial miscarriage of justice has occurred.
In this instance, the court found no such prejudice.
Legal analysts say the ruling strengthens Ghana’s reputation as an arbitration-friendly jurisdiction and provides assurance to international investors, lenders and contractors operating in the country’s energy sector.
The decision signals that Ghanaian courts will generally respect and enforce foreign arbitral awards where parties have voluntarily submitted disputes to international arbitration.
The judgment also underscores the importance of finality in commercial dispute resolution, particularly in capital-intensive sectors such as oil and gas where contractual certainty is critical.
