Civil Law Court Terminates Eco Fuel Petroleum StorageTerminal Contract

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Judge Peter Gbeneweleh of the Civil Law Court, Temple of Justice

The controversy surrounding the legitimate ownership of a petroleum storage terminal constructed at the Free Port of Monrovia between Eco Fuel Trading rue de l’ Ecole-de-Chimie FZE (1st respondent), Srimex Eco Fuel Trading FZE, Inc, (2nd respondent), Eagle Holdings Limited (3rd respondent), National Port Authority (NPA) (4th respondent), and the Srimex Oil and Gas, (petitioner) a Liberian owned company, was on Thursday, March 25 brought to a temporary conclusion with the Civil Law Court at the Temple of Justice evicting the Geneva company from the property.

In his eviction order, Judge Peter W. Gbeneweleh granted the petitioner request to cancel the substitution and novation agreement that was executed between Musa Bility, the chairman of Srimex Oil and Gas and the first, second and third respondents in April 2016.

“The substitution and novation agreement executed by the parties in April 2016 is hereby cancelled ab initio as though it was never executed,” Judge Gbeneweleh ruled.

Gbeneweleh further ruled that “The leasehold right of the subject premises is hereby reverted to the petitioner (Srimex Oil and Gas).”

Gbeneweleh also mandated the court’s clerk to issue a Writ of Possession to be placed in the hand of the Sheriff (court officer) to have Co-respondent, Eco Fuel Trading FZE and its subsidiaries evicted, ousted and ejected from the leased property and place the petitioner in possession.

“The parties are hereby ordered to nominate an auditor who will be appointed by this court to ascertain the cost of the construction and the cost of the terminal and petitioner’s expenses in respect of the construction of the terminal, deduct from the cost of the expenses the amount realized by the respondents in the operation of the terminal and thereafter, determine the amount to be paid to the respondents by the petitioner as equity demand in the premises,” Judge Gbeneweleh further ruled.

However, the respondents took an exception to Gbeneweleh’s judgment and subsequently announced an appeal before the Supreme Court.

Prior to Judge Gbeneweleh’s judgment that is under appeal before the Supreme Court, court records of 2014 claimed that Srimex Oil and Gas and the respondents, Eco Fuel Trading, agreed to establish a joint venture for the construction and operation of a petroleum terminal situated on a 2.03 acre of land which the petitioner, Srimex Oil and Gas, had previously leased from the 4th respondent, the National Port Authority.

In order to execute and implement their joint venture agreement, each of the contracting parties assumed the following respective mutual obligations:

For Eco Fuel Trading obligations, they were to incorporate and register the company in the United Arab Emirates (UAE) in the name of Srimex Eco Fuel as a parent or holding company of three (3) Liberian subsidiary companies. 

The parties agreed that the shares of the holding company were to be equally owned by each of the parties on a 50-50 basis.

Eco Fuel Trading was also responsible for sourcing of the financing for the construction of the terminal and for supervising the construction of the terminal, the cost of which would also be shared equally on a 50-50 basis.

Interestingly, the petitioner, Srimex Oil and Gas, did not deny the performance of the co-respondent as the parties agreed.

For Srimex Oil and Gas, they were to get involved with the contract only after Eco Fuel Trading FZE should have informed them of the registration of the parent company in the UAE. 

Srimex Oil and Gas was also responsible for the subsequent incorporation and registration of the following three (3) local companies as wholly owned subsidiaries of the United Arab Emirates holding company; namely, Srimex Eco Fuel FZE Inc, the Liberia Petroleum and Storage Company and the Liberian Oil Company.

Srimex Oil and Gas was to make the following assignment to the three (3) respective Liberian subdiary companies.

Srimex Oil and Gas was additionally responsible to pay the import duties for the importation of the construction materials for the terminal: for all the applicable taxes, for the construction of the access road to the terminal, and for obtaining all of the required permits and licenses.

Unfortunately, on March 3, 2015, Eco Fuel Trading Inc, incorporated and registered a company in the UAE known as Srimex Fuel FZE. The said company was incorporated and registered under the laws of the UAE, as a single shareholder company and, Mr Hasbulleh Akabary, who is also a business partner of Mr Simon Rees, the respondent, Eco Fuel Trading’s chief executive officer, was named and designated on the shareholder certificate as the sole registered shareholder.

It was after the incorporation and registration of Srimex Eco Fuel FZE forwarded the company certificate of incorporation to the petitioner, Srimex Oil and Gas, to enable the petitioner to incorporate and register the three local companies as wholly-owned subsidiaries of respondent Eco Fuel FZE.

Despite Srimex Oil and Gas, the court records claimed that the petitioner complied with the joint venture agreement of the parties in the litigation and Incorporated and registered the three local companies.

According to the record, Srimex Oil and Gas in April 2016 complied with the joint venture agreement and the Understanding of the parties when the petitioner duly assigned its leasehold right to the 2.03 acre parcel of land, which the petitioner previously leased from the NPA to Srimex Eco Fuel FZE Inc. under the provisions of the substitution and novation agreement that was at the subject of the cancellation proceeding.

The record further claimed that the petitioner, Srimex Oil and Gas, complied with its second obligation when it obtained authorizations from the Liberia Petroleum Refining Company (LPRC), which enable the Liberia Petroleum Storage Company, one of the three subsidiary companies, to build the terminal and for its exclusive management and operation of the terminal until November 2018, when the petitioner Srimex Oil and Gas filed a declaration judgment proceeding against co-respondent, Eco Fuel Trading.

However, the document claimed further that as to the implementation of the petitioner’s third obligation, it was when Srimex Oil and Gas applied to the LPRC for the assignments of the imputation license, but the LPRC requested the petitioner to provide evidence of its interest in the Srimex Eco Fuel FZE as a precondition and a matter of policy before the said license would be transferred.

It was based on that, in November 2019, the petitioner Srimex Oil and Gas filed a petition for the cancellation of the April 2016 substitution and novation agreement against the Eco Fuel and other respondents.

The petitioner, Srimex Oil and Gas, the court records allege that Srimex assignment of its leasehold right in April 2016 under the provisions of the substitution and novation agreement was based on Eco Fuel’s fraudulent misrepresentation that Srimex Oil and Gas was a 50 percent shareholders in Srimex Eco Fuel FZE, the company which Eco Fuel Trading had previously established in the UAE in March 2015.

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