CASE DIGEST - PARTIES TO A CONTRACT CANNOT SIDESTEP THE JURISDICTION OF THE COURT

TOF ENERGY COMPANY LIMITED & 2 ORS v. WORLDPAY LLC & ANOR
Court Of Appeal
(Lagos Division)

(DANIEL-KALIO; SIRAJO; AFFEN, JJ.CA)

Sometime in August 2018, two American companies – 1st Respondent [WorldPay LLC] and 2nd Appellant [TOF Energy Corporation] entered into a Bank Card Merchant Agreement ("BCMA") as "processor" and "merchant" respectively, with Clause 23 of the agreement (which deals with "Choice of Law: Jurisdiction. Venue") designating "the State and Federal Courts in Cincinnati Ohio or Hamilton County, Ohio as the exclusive forum with respect to any action or proceeding arising out of, or in any way relating to this Agreement or pertaining in any way to the relationship between Merchant and Processor".

The 1st Respondent alleged that it fell victim to wire transfer fraud perpetrated by the 2nd Appellant through the direction and at the instance of the 3rd Appellant, as transactions processed through the 2nd Appellant's account (as 'merchant' under the BCMA) were found to be fictitious; and that part of the proceeds of fraud was traced from the 2nd Appellant's account at Standard Chartered Bank, New York, USA, to the 1st Appellant's two accounts domiciled with the 2nd Respondent in Lagos, Nigeria. Upon becoming aware that $4,920,500 was transferred into the 1st Appellant's accounts domiciled in Nigeria, the 1st Respondent contacted the 2nd Respondent and furnished details of the [alleged] fraudulent conversion and tracing of funds into the 1st Appellant's accounts and urged the 2nd Respondent not to disburse the funds or deal with the accounts until further notice as the 1st Respondent intended to initiate appropriate legal proceedings in respect thereof.