The Court of Appeal sitting in Lagos has held that the scope of the receivership of Neconde Energy Limited under the Companies and Allied Matters Act (CAMA) is strictly to the company’s interests in the Oil Mining License (OML) 42 Joint Venture.
The clarification was contained in a Certified True Copy of the ruling delivered by Justice Polycarp Terna Kwahar and cited by Naijaonpoint.
The decision provides fresh legal guidance on the powers of a receiver/manager appointed over charged assets and comes amid an ongoing multi-billion-dollar debt dispute involving Neconde, its affiliate Nestoil Limited, and a consortium of lenders.
The ruling is based on appellate proceedings in which the Court of Appeal disqualified Chief Wole Olanipekun, SAN, and Dr. Muiz Banire, SAN, from representing Nestoil and Neconde in the dispute.
It also represents a significant development in one of Nigeria’s most closely watched commercial litigations involving oil and gas assets, creditor rights, and corporate control.
In a unanimous decision, Justice Kwahar upheld the appointment of a receiver/manager, emphasising that the receivership is asset-specific and does not extend to Neconde’s entire corporate existence.
The court made clear that only the company’s participation in the OML 42 Joint Venture and related assets fall within the scope of the receivership.
“The Receiver/Manager’s authority is therefore asset-specific, not over the entire corporate existence of Neconde, but specifically over the charged assets pledged to the lenders under the Deed of Charge dated 31 December 2022.”
“Within this defined scope, the Receiver/Manager is empowered to take possession, preserve value, and realise the charged assets for the benefit of the lenders.”
The court further held that although the receiver/manager’s powers are extensive and comparable to those of an absolute owner, they remain strictly confined to the charged assets connected to the OML 42 Joint Venture.
For emphasis, the judge found that Mr. Abubakar Sulu-Gambari SAN having being rightly appointed as receiver/manager, is the rightful party to represent or to appoint Counsel to represent Nestoil on every litigation involving the charged assets.
However, the judge emphasized that the company’s board of directors can resolve to commence an action challenging any misconduct of the receiver/manager.
The dispute between Nestoil, Neconde, and their lenders has unfolded over several months across multiple courts, reflecting the complexity and scale of the financial arrangements involved. It centres on alleged loan defaults and the enforcement of security interests granted to creditors.
In November, Nestoil Limited instituted an action at the Federal High Court in Abuja against eight Nigerian banks and the African Export-Import Bank, challenging receivership proceedings triggered by a Notice of Default.
The company sought restraining orders to halt enforcement actions, arguing that the appointment of a receiver was improper.
The Abuja trial court later suspended its ruling, pending the determination of related issues by the Court of Appeal.
The Abuja trial court later suspended its ruling, pending the determination of related issues by the Court of Appeal.
These developments set the stage for the appellate court’s intervention, which has now clarified the legal boundaries of the receivership under CAMA 2020.
Beyond the Abuja proceedings, the dispute has also played out in Lagos, with significant enforcement actions taken against Nestoil and its affiliates. These actions have drawn public attention due to their scale and the sums involved.
Naijaonpoint previously reported that armed police officers sealed Nestoil’s headquarters in Victoria Island, Lagos, following a Federal High Court order freezing the company’s assets, bank accounts, and shares.
The action was linked to alleged debts of $1.01 billion and N430 billion owed to FBNQuest Merchant Bank Limited and First Trustees Limited.
The enforcement followed a Mareva injunction granted on October 22, 2025, authorising the takeover of assets belonging to Nestoil, Neconde, and their promoters across more than 20 financial institutions.
That order was later set aside by another Federal High Court judge, prompting an appeal that resulted in an interim injunction restraining Nestoil from interfering with the receiver/manager’s duties.
These court actions have collectively shaped the current legal and operational status of the companies involved.
The Court of Appeal’s ruling provides important judicial clarity on how receivership under CAMA should be interpreted and applied in complex commercial transactions.
Any final determination is likely to influence future lending structures, enforcement strategies, and receivership practices within Nigeria’s commercial and energy sectors.