KEY POINTS
- An Abuja High Court dismissed a $19.6 million lawsuit filed against NNPC by Alternate Dimensions Ventures Ltd.
- The claimant alleged an oral modification of a written contract, but the court ruled there was no credible evidence supporting the claim.
- Justice Hamza Mu’azu held that contractual changes must be expressly documented and cannot rely on verbal agreements or assumptions.
The Federal Capital Territory High Court in Abuja has dismissed a $19.6 million lawsuit filed against the Nigerian National Petroleum Company Limited, NNPC Ltd, by Alternate Dimensions Ventures Limited over an alleged unpaid professional fee linked to a Direct Sale, Direct Purchase contract.
Justice Hamza Mu’azu, who delivered the ruling on May 22, 2026, held that the claimant failed to provide sufficient evidence proving that the original agreement between both parties was expanded beyond the terms clearly stated in the written contract.
The decision effectively frees NNPC Ltd from any financial liability arising from the disputed claim and reinforces the legal principle that contractual obligations must be governed strictly by documented agreements.
Alternate Dimensions Ventures Ltd had approached the court claiming it was entitled to additional professional fees amounting to $19.6 million for services allegedly rendered under what it described as a revised arrangement with NNPC.
The company, through its lawyer, Patrick Peter, argued that although the original agreement was in writing, the scope of the contract was later modified orally between the parties. According to the claimant, the alleged changes expanded its responsibilities and entitled it to further compensation.
The suit centred on the company’s claim that the revised arrangement formed part of the operational understanding between both sides, despite the absence of formal written amendments reflecting the alleged changes.
NNPC insists parties are bound by written contract
Counsel to NNPC Ltd, Ituah Imhanze of KENNA LP, urged the court to dismiss the suit, arguing that the claimant’s case lacked legal merit because there was no documented amendment to the original agreement.
The defence maintained that under contract law, parties are strictly bound by the terms expressly stated in a written agreement unless any variation or amendment is formally documented and mutually executed.
According to the defence, the claimant could not rely on alleged verbal understandings or implied conduct to expand the obligations contained in the original contract.
Imhanze argued before the court that without a written variation to the agreement, the demand for additional professional fees was legally unsustainable.
In his ruling, Justice Mu’azu agreed with the arguments presented by NNPC and reaffirmed the principle that courts cannot impose contractual terms that were not expressly agreed to by parties.
The judge held that the contract between both parties was “clear and unambiguous,” adding that no credible evidence was presented to establish that the agreement had been expanded as claimed by the plaintiff.
He further stated that written agreements cannot be altered through assumptions, oral claims, or undocumented conduct, stressing that any contractual variation must be explicit, properly documented, and legally verifiable.
According to the court, NNPC fulfilled its obligations under the existing agreement and committed no breach capable of justifying the additional claims being sought by the company.
Legal observers say the judgement could become an important precedent in future contractual disputes involving claims of oral modification of written agreements, particularly in high-value commercial transactions.
The ruling underscores the judiciary’s continued emphasis on documentary evidence in contract enforcement and highlights the risks businesses face when relying on informal arrangements without proper legal documentation.
By dismissing the suit for lacking merit, the court reinforced the position that parties seeking to amend contractual obligations must do so through formally recognised and documented processes.
