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

This appeal from the High Court concerns the question whether summary judgment should have been given in favour of the Claimant, Mr Giwa, against the 1^st Defendant, JNFX Ltd (“JNFX”) for damages for deceit in connection with a series of foreign exchange transactions, ten in all, under which large sums of Nigerian Naira (“Naira” or “NGN”) were to be exchanged for US dollars (“dollars” or “$”). I will refer to these as “contract 1”, “contract 2” etc.

In a judgment handed down on 2 April 2024 at [2024] EWHC 735 (Ch) Mr Stuart Isaacs KC, sitting as a Deputy Judge of the High Court, (“the Judge”) held that JNFX was liable for deceitful representations made by the 2^nd Defendant, Mr Ashay Mervyn, on the basis that Mr Mervyn was acting with (at least) the ostensible authority of JNFX in the relevant transactions; and that Mr Giwa was entitled to summary judgment against JNFX for the sum of NGN 7,914,209,196.50 (the equivalent in 2020-21 of some $16m, but now worth some $5m) and interest thereon. That was given effect to by his Order dated 15 May 2024.

JNFX appeals with the permission of Falk LJ. It was represented by Ms Catherine Addy KC and Mr Joseph Wigley. Mr Giwa was represented by Mr Matthew Bradley KC and Mr Rumen Cholakov. None of the other Defendants took any part in the appeal: the claim against the 3^rd Defendant had been discontinued before the hearing below; and neither the 2^nd Defendant (Mr Mervyn) nor the 4^th Defendant (a company of which he was a director) appeared, or were represented, at that hearing.

For the reasons given below I would uphold the Judge’s decision that summary judgment be given in relation to the last in the series of contracts (contract 10) in the sum of NGN 4,921,000,000 plus interest, but allow the appeal in relation to the other contracts (contracts 1 to 9), and reduce the quantum of damages accordingly.