CA-2024-001254 - [2025] EWCA Civ 961

There has of course as yet been no trial and the facts have not yet been found. But the facts deposed to in the evidence before the Judge can be summarised as follows (I will have to look at some of the matters referred to below in more detail but this overview will suffice at this stage).

Mr Giwa is a Nigerian citizen resident in Lagos. His evidence is that the dollar is the Naira’s primary foreign exchange currency pair, but that there has throughout his working life been a shortage of dollars in Nigeria due to currency controls operated by the Central Bank of Nigeria, with the result that the private sector increasingly relies on a parallel market for its currency needs. In 2014 he saw an opportunity to develop a new business line and set up as a broker/intermediary assisting clients with sourcing dollars.

One of his clients is MultiChoice Nigeria Ltd, a Nigerian company (“MultiChoice Nigeria”). It is part of the MultiChoice Group which is a multi-channel, multi-platform television service provider in Africa, providing premium video entertainment for subscribers in over 50 sub-Saharan African countries and is part of a pan-African group of companies headquartered in South Africa.

Starting in September 2020 Mr Giwa placed a number of orders for the conversion of Naira into dollars for MultiChoice Nigeria. There were ten such orders over the period from September 2020 to September 2021. The individual with whom Mr Giwa dealt was Mr Mervyn, but Mr Giwa understood Mr Mervyn to be working on behalf of JNFX. Mr Giwa had been introduced to him in 2013 and first met him in Nigeria. Mr Mervyn, a British/Nigerian citizen resident in the UK, had told him that he was based in the UK and working for JNFX.

JNFX is an English company. It has two directors, Mr Nathan Eisenberg and Mr Jonathan Green. It is regulated by the UK Financial Conduct Authority as a payment services provider, and its website describes it as a currency solutions firm that executes and advises on all currency matters including cross border transactions and foreign exchange.

Mr Giwa began placing orders with Mr Mervyn in 2017 (for another client, unconnected with MultiChoice). The first order that he placed with Mr Mervyn for MultiChoice Nigeria was on 28/29 September 2020. It was for the exchange of NGN 936m for $2m (an exchange rate of $1 = NGN 468). This transaction was completed successfully.

It was followed by nine other transactions. The mechanics of each transaction were similar. They involved the following steps:

Contract 2, placed on 6 October 2020 for the exchange of NGN 2,320m for $5m, was also completed successfully. But thereafter things did not go so smoothly. In some cases some of the Naira that Mr Giwa had sent to the accounts designated by Mr Mervyn were returned. In contracts 3 and 4, taken together, that in fact led to an overpayment of dollars. In other cases there was a shortfall. Mr Giwa’s case is that the total sums involved were as follows:

The shortfall is pleaded in detail in a table in Mr Giwa’s Amended Particulars of Claim, which (slightly adapted) I reproduce below:

As can be seen from the table, the underpayment on contract 10 was $10m. This was the entire contract sum. On 8 September 2021 Mr Mervyn confirmed by e-mail that $10m would be delivered, and between 8 and 22 September 2021 GIP transferred a total of NGN 4,921m to Frontier for this purpose. No monies however were ever received.