Seplat terminates consultancy deal with co-founder Bryant Orjiako over ‘misrepresentation’

Seplat Energy says it has terminated a consultancy agreement involving the company’s wholly owned subsidiary, as well as Bryant Orjiako, its co-founder and immediate past chairman.

Disclosing this in a statement on Thursday signed by Basil Omiyi, its board chairman; Seplat did not state the name of the said subsidiary.

Orjiako retired in May 2022 after 13 years as the board chairman of Seplat.

Speaking on the reasons for the termination, Seplat said under the consultancy agreement, Orjiako, acting through Amaze Limited, was required to provide defined assistance with certain external stakeholder engagements following his retirement from the board last year.

“The termination follows the suspension of the consultancy agreement on 13 February 2023, as unanimously approved by the board of directors, following repeated warnings about breaches of a material nature, such as unilaterally making significant commitments on Seplat’s letterhead without prior board authority or knowledge,” the statement reads.

“This course of action was necessary to protect the company and its shareholders, directors, and officers from potential and increasing liability arising from the conduct of the consultants, Dr. Orjiako and Amaze Limited.”

Seplat said it has commenced legal action against Orjiako and Amaze Limited at the federal high court in Abuja, to seek appropriate legal remedies.

It said the matter is awaiting resolution by the court.

SEPLAT ALLEGES MISREPRESENTATION

Meanwhile in the court document seen by TheCable on Thursday, Seplat sued Orjiako over alleged misrepresentation.

In the suit, Orjiako was also accused of acting unilaterally when, “without the consent of the firm’s board of directors”, he communicated with the federal government about a $300 million business transaction.

Seplat Energy is the sole plaintiff in the suit no FHC/ABJ/CS/386/2023, whereas Orjiako and Amaze Limited are the first and second defendants respectively.

In a writ of summons filed before the federal high court in Abuja on March 21, 2023, the company demanded for the sum of $5 billion in damages “for deceit and false representation against the plaintiff”.

Seplat sought a declaration that the defendants acted in contravention of the Companies and Allied Matters Act (CAMA) and the operation of the plaintiff when the first defendant unilaterally issued a letter dated December 22, 2022.

It said the letter was purported to be “from the plaintiff to the president of the Federal Republic of Nigeria and the minister state for petroleum resources without the approval of the plaintiff or its board of directors”.

Seplat, in the suit filed by Mathew Burkaa, its lawyer, prayed the court for certain reliefs.

The oil firm sought a declaration that the unilateral action of the “first defendant via a letter dated December 22, 2022 to the president and minister of state for petroleum resources representing same as being from the plaintiff without the consent of the plaintiff and its board of directors constitute a grave act of deceit and false representation”.

It said this is especially as it is intended “to bind the plaintiff in a transaction worth over $300 million, which act is unlawful as it negates the provisions of section 90(1) of the CAMA, 2020 and the articles and regulations of the plaintiff”.

In addition, Seplat sought “a declaration that the first defendant’s action of issuing the unauthorised letter dated December 22, 2022 and making far reaching commitment therein is a usurpation of the board of directors of the plaintiff and, therefore, offends the provisions of section 87(1) of the CAMA Act, 2020, and the article and regulations of the plaintiff”.

Seplat further prayed the court to restrain the “first and second defendants from carrying out, in the name of the plaintiff, any action or making any representation or committing the plaintiff without the express approval of the board of directors of the plaintiff is formally sought and obtained”.

No date has been fixed for the hearing of the suit.

Meanwhile, dispute between the two parties, comes nearly two weeks after Roger Brown, Seplat’s chief executive officer (CEO), stepped down from his position in response to a court order regarding allegations of racism.