Facts:

The Appellant, through its Technical Committee on the Comprehensive Import Supervision Scheme (CISS), entered into a Build, Operate and Own Agreement with the Respondent on 20/3/2017 for the provision of scanning services infrastructure for inbound and outbound cargo in Nigeria. The Respondent obtained a “No Objection” from the Bureau of Public Procurement and, relying on the contract, invested millions of dollars in executing the project.

In July 2017, the Appellant suspended the contract, alleging that the Respondent had outsourced critical aspects of the project without approval, and by a letter dated 18/9/2017, it terminated the agreement. The Respondent denied outsourcing and alleged that the Appellant attempted to secretly re-award the contract to other entities, eventually securing Federal Executive Council approval in favour of another consortium.

The Respondent sued the Appellant in 2017, and though the parties initially went to arbitration and later mediation before the Attorney General of the Federation who gave an award on 22/5/2022, the Respondent returned to court and parties filed pleadings. At the trial court, the Appellant challenged the jurisdiction of the court to hear the suit. After evaluating the evidence and submissions of both parties, the trial court entered judgment partly in favour of the Respondent and held that the Respondent had substantially performed the Agreement, the termination of the Agreement by the Respondent lacked justification, and that the Respondent had not adequately linked its claims of contractual breach with sufficient proof. The Federal High Court found that it has jurisdiction to hear the suit leading to the Appeal and judgment was entered partly in favour of the Respondent.

Aggrieved with the decision of the trial court, the Appellant herein appealed to the Court of Appeal.