Facts:

The 1st appellant is the majority shareholder in the 2nd appellant company. The appellants and respondent were parties to a now terminated Managed Services and Collocation Services Agreement (“MSCSA”).

Under the MSCSA, the respondent was to manage and operate about 702 telecommunication towers belonging to the 2nd appellant. The structure of the MSCSA was that the respondent would collect rents from telecom companies co-locating on these towers, and remit a certain percentage of the rents as Royalties to the 2nd Appellant. Although the MSCSA was expected to run for a Lock-In Period of 5 years, the parties however agreed (under clause 12.5 therein) that the respondent would be entitled to terminate the agreement at any time in line with the modalities stipulated therein.

A critical provision of the MSCSA was that the respondent was entitled, at its sole option, to exercise a Right of First Refusal to purchase or buy-out majority or all of the shares in the 2nd appellant. The MSCSA was in operation for about 15 months in which time the parties continued to negotiate the option of the respondent purchasing majority or all of the shares in the 2nd appellant.

Apparently dissatisfied with the progress of the negotiations, the 1st appellant issued a Notice of Reference to Arbitration contending that the respondent was “obligated” to purchase his shares in the 2nd appellant. The 1st Appellant specifically sought for the termination of the MSCSA.

Following increased hostilities between the parties, the respondent terminated the MSCSA and handed over management and operation of the towers back to the appellants. The appellants were unhappy with the termination and issued a letter rejecting the termination.

In the arbitration that ensued, the appellants submitted their Points of Claim wherein, in furtherance of the Notice of Reference to Arbitration, they sought sundry reliefs targeted at compelling the respondent to purchase the 2nd appellant’s shares.

The respondent applied to the lower court for an order setting aside the entire monetary award granted by the Sole Arbitrator. The lower court however only set aside a portion of award for the sum of US$6.7 Million on the ground that the Sole Arbitrator misconducted himself by issuing a grossly inconsistent award in respect to that sum.

Dissatisfied, the appellant appealed to the Court of Appeal.