Former Attorney-General of the Federation and Minister of Justice, Abubakar Malami, has rejected the finding of an International Chamber of Commerce (ICC) arbitration tribunal that he reached a corrupt deal with Leno Adesanya, promoter of Sunrise Power and Transmission Company Limited, over the Mambilla Hydroelectric Power Project.
Mr Malami, in a statement issued on Tuesday by his Special Assistant on Media, Mohammed Bello Doka, said the tribunal’s findings should be considered in the context of the complete evidentiary record and should not be presented as a criminal conviction against him.
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He, however, welcomed Nigeria’s victory in the arbitration, in which the tribunal rejected Sunrise’s claims against the Federal Government and ordered the company and Mr Adesanya to reimburse Nigeria for legal costs.
“The protection of Nigeria from substantial financial exposure is an outcome every patriotic Nigerian should welcome, irrespective of political affiliation,” the former AGF said.
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Corrupt dealings
The ICC tribunal, in its final award delivered in Paris on 16 September, found that a “corrupt deal” was reached between Mr Malami and Mr Adesanya regarding a settlement agreement and an addendum that could have exposed Nigeria to up to $400 million in damages.
The dispute arose from a Settlement Agreement signed on 2 January 2020, under which Nigeria was to pay Sunrise $200 million.
An addendum signed on 25 March 2020 subsequently introduced an additional $200 million default sanction, potentially increasing Nigeria’s exposure to $400 million.
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The tribunal found that the agreements were not binding on the Federal Government because they lacked the required presidential approval.
Mr Adesanya testified that Mr Malami and then-Power Minister Saleh Mamman demanded that he pay 50 per cent of the settlement as bribes.
He said they told him Nigeria would pay the first half and release the second after he had done “what is needed”.
Mr Adesanya told the tribunal that he rejected the demand and claimed to possess audio and video recordings of the conversations, but did not provide them.
The tribunal held that the agreements were products of corruption and unenforceable under Nigerian public policy.
Dispute tenures differ
In his response, Mr Malami said the Mambilla dispute predated his tenure as Attorney-General by more than a decade and had passed through successive administrations and government officials.
He said the controversy originated in 2003, while attempts to resolve the dispute continued under his predecessors, including former Attorney-General Michael Aondoakaa.
According to him, the Federal Government had also entered into a General Project Execution Agreement involving Sunrise and Sinohydro in November 2012, years before he assumed office.
“The Mambilla contractual controversy did not originate during Malami’s tenure as Attorney-General.
“The relevance of this history is straightforward: Malami did not create the Sunrise dispute, introduce Sunrise to the Mambilla project, or originate the Federal Government’s attempts to settle the controversy.
“He inherited a longstanding dispute that had traversed previous administrations, Attorneys-General, ministries and contractual arrangements,” the statement read.
Presidential directive
Mr Malami said his involvement followed a presidential directive issued in April 2016 concerning the resolution of disputes surrounding the project.
He said, as the country’s chief law officer, his role was to advise the Federal Government on its legal exposure and options for resolving the dispute.
He also said the unresolved Sunrise arbitration had become an impediment to financing discussions for the Mambilla project, including discussions involving China Exim Bank.
According to him, a September 2019 meeting involving former President Muhammadu Buhari and Yang Jiechi, then Special Representative of Chinese President Xi Jinping, also included discussions on resolving the arbitration.
“The records available to the former Attorney-General’s office indicate that the unresolved arbitration was regarded as an impediment to financing discussions involving China Exim Bank.
“The documentary record further refers to discussions on 5 September 2019 involving President Muhammadu Buhari and Yang Jiechi, Special Representative of President Xi Jinping, concerning the resolution of the arbitration.
“Settlement discussions, therefore, did not arise in a vacuum. They formed part of a broader governmental effort to resolve a longstanding dispute and remove what was regarded at the time as a legal obstacle to the implementation of a major national power project,” he said.
Why $200 m settlement was considered
Mr Malami defended the consideration of the $200 million settlement, saying the government was attempting to resolve claims running into billions of dollars while removing a legal obstacle to the financing and implementation of the Mambilla project.
He said Sunrise initially demanded $500 million as a full and final settlement during negotiations in London in November 2019, while Federal Government representatives offered $100 million before a figure of $200 million emerged.
“The governmental calculation was whether an asserted multibillion-dollar exposure, continuing litigation, financing difficulties and delays to the Mambilla project could be brought to an end through a substantially smaller negotiated settlement.
“Whether every term ultimately advances that objective is a separate question and must be examined on its own evidence,” he said.
Buhari rejected the settlement
This newspaper reported that Mr Malami, on some occasions, failed to convince the late Mr Buhari to approve the renegotiated agreement.
In a handwritten note dated 20 April 2020, the tribunal noted that Mr Buhari withheld his approval on the basis that “FG hasn’t got USD 200m to pay (Sunrise).”
The tribunal stated that Mr Malami “failed to provide President Buhari with the correct information,” even as the late President repeatedly rejected the settlement agreements.
In his reaction, Mr Malami acknowledged that former President Buhari ultimately refused to approve the $200 million payment.
He said Buhari indicated in April 2020 that the Federal Government did not have the money to pay Sunrise, a position he communicated to the company.
He also acknowledged that a subsequent request for approval in January 2021 was rejected by Buhari, who wrote: “Not approved.”
The former AGF said he did not direct that Sunrise be paid after the president rejected the settlement.
Rather, he said, he instructed lawyers representing the Federal Government to resist Sunrise’s attempt to enforce the settlement terms and preserve Nigeria’s legal position.
“Sunrise’s attempt to crystallise the asserted US$400 million liability was therefore opposed on behalf of Nigeria,” he said.
The tribunal, however, took a different view of Mr Malami’s conduct following Buhari’s refusal.
It found that he repeatedly sought presidential approval despite the president’s rejection of the settlement.
The tribunal also examined communications between Mr Malami and Mr Adesanya, including WhatsApp exchanges about the $200. It concluded that their interactions were inconsistent with the positions they were expected to represent.
It ultimately found, on the balance of probabilities, that a corrupt agreement had been reached under which Mr Malami was promised a share of the money Sunrise would receive.
The tribunal said the arrangement rendered the settlement agreement and its addendum a product of corruption.
“In conclusion, with respect to the corruption allegations in relation to the Settlement Agreement and the Addendum thereto, the Tribunal therefore considers that a corrupt deal was reached between Mr Adesanya on the one hand, and Mr Malami on the other hand, rendering the Settlement Agreement and the Addendum thereto a product of corruption,” the ICC verdict showed.
Corruption allegation rejected
However, in response to the tribunal’s findings, Mr Malami rejected the allegation, saying allegations of corruption should be tested against every record.
He said one of the issues requiring examination was whether he ever received money or any other financial benefit from Sunrise, its promoter, Mr Adesanya, or any connected entity pursuant to the alleged arrangement.
He also pointed to evidence from audio and video recordings that Mr Adesanya allegedly possessed but did not produce before the tribunal.
“Malami rejects any suggestion that his official actions were undertaken pursuant to a corrupt agreement or in exchange for personal financial benefit.
“The allegation must ultimately be tested against the complete evidentiary record,” the former AGF said.
The tribunal itself noted that the recordings of conversations between Mr Malami, Mr Mamman and Mr Adesanya could have been significant evidence in establishing the alleged solicitation. Still, it was withheld by Sunrise and Mr Adesanya.
It nevertheless reached its finding based on the other evidence before it.
Mr Malami also rejected any suggestion that the arbitral award amounted to a criminal conviction against him.
An international commercial arbitral tribunal determined the contractual claims and associated issues submitted to it.
“Malami was not standing trial before a Nigerian criminal court, and the arbitral award is not a criminal conviction of him,” Mr Malami said.
He added that he was not a party to the arbitration and was not permitted to present his own case before the tribunal.
Mr Malami said this distinction did not mean the tribunal’s adverse findings should be ignored. Still, he argued that any allegations of criminal wrongdoing should be addressed through the appropriate legal processes.
Mambilla dispute
The Mambilla Hydroelectric Power Project has been in development for decades and has been the subject of contractual, financial and legal disputes.
In 2003, the then Minister of Power and Steel, Mr Agunloye, awarded Sunrise Power a build-operate-transfer contract to develop a 3,050MW Mambilla hydropower plant at an estimated cost of about $6 billion.
READ ALSO: Mambilla: How Leno Adesanya’s Sunrise Ltd framed alleged bribe payments to govt officials as “Nigerian Culture”
The agreement envisaged Sunrise financing and project development, with recovery of its investment from electricity sales over a long-term period.
The legality of the award later became a central issue in the dispute.
In court proceedings in 2025, an EFCC investigator testified that former President Olusegun Obasanjo and the Federal Executive Council had not approved the contract and that Mr Agunloye awarded it on 22 May 2003, shortly after an FEC meeting at which the proposal was reportedly withdrawn.
Mr Agunloye has pleaded not guilty to the criminal charges arising from the matter.
Sunrise subsequently commenced arbitration against Nigeria at the ICC on 10 October 2017, seeking about $2.354 billion over an alleged breach of the 2003 agreement.
A settlement was later negotiated under which Nigeria agreed to pay Sunrise $200 million, with a 10 per cent penalty in the event of default.
Sunrise later filed another $400 million claim related to the settlement, which rose to about $680 million with interest.
On Thursday, the ICC ruling rejected the related claims, removing a combined potential exposure of more than $3.38 billion.
ICC tribunal rejected Sunrise’s claims against Nigeria, including its claim for $400 million under the 2020 settlement arrangements.
It also ordered Sunrise and Mr Adesanya to reimburse Nigeria for about $11.8 million in legal fees and arbitration costs.
Mr Malami is currently on trial for various alleged financial crimes and misappropriation.
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