Justice Akintayo Aluko granted the order on May 23, 2025, in Suit No. FHC/L/CP/26/2023, after finding that Petrolex had established sufficient grounds for the winding-up petition under the Companies and Allied Matters Act, 2020.
Petrolex’s claim stems from two charter party agreements (CPA 1 and CPA 2) for the transportation of crude oil, under which it provided barges to ELI, a subsidiary of Eroton Exploration & Production in the OML 18 joint venture.
Petrolex alleged that despite fulfilling its contractual obligations, ELI defaulted on payments, leading to the outstanding debt.
Petrolex terminated the agreements in October 2022 following repeated defaults, citing the contracts’ payment terms, which required settlement within seven days of invoice issuance, with interest accruing at LIBOR plus 2 percent for delays.
Despite issuing several statutory demands—including a default notice (October 11, 2022), a termination notice (October 18, 2022), and a statutory demand notice (November 11, 2022)—ELI failed to pay, prompting the winding-up petition.
In his ruling, Justice Aluko held that
ELI’s counter-affidavit partially admitted owing a reduced sum, which the court treated as an admission of debt.
The court also held that ELI’s failure to respond to Petrolex’s statutory demands was deemed an implied admission of liability.
ELI’s counter-affidavit and written address were struck out because they were deposed by the company’s counsel, not a person with direct knowledge of the facts—contravening professional conduct rules.
Consequently, the court ordered Petrolex to advertise the winding-up petition in national newspapers per the Companies Winding-Up Rules, with Petrolex’s solicitors to notify the court of publication costs. The substantive hearing is set for September 25, 2025.
ELI has since filed an application seeking a stay of execution of the court’s order and an injunction to restrain Petrolex from taking further steps in the winding-up proceedings.
A notice of appeal has also been lodged at the Court of Appeal.
In a related lawsuit (Suit No. FHC/L/CP/1083/2023), Petrolex is pursuing ELI for an additional $4.59 million in outstanding vessel hire charges, ₦20 million in general damages, and ₦2 million in legal costs. The claim also arises from the same charter party agreements, which stipulated $3,000 per day per vessel for the hire of eight vessels.
Petrolex alleged that ELI not only failed to pay the agreed sums but also refused to release four vessels, causing further losses and business disruption.
ELI had applied for a stay of proceedings and an order compelling arbitration under the charter party agreements, but the court dismissed the application, ruling that no dispute existed to warrant arbitration since ELI had admitted owing the debt and failed to respond to statutory demands.
The trial commenced on March 10, 2025, with Petrolex presenting its case through its sole witness, Mr. Olufemi Fadina, and tendering four exhibits. The matter was adjourned to July 8, 2025, for ELI to open its defence after its counsel failed to appear on May 21, 2025.
