The Court of Appeal sitting in Abuja has reversed an April 18, 2023 lower court judgment that reinstated Senator Ifeanyi Araraume as non-executive Chairman of the company’s Board and awarded him N5bn in damages.
Delivering judgment on August 8, 2025, the intermediate appellate court upheld NNPC Ltd’s appeal against the April 2023 decision of the Federal High Court, describing the earlier ruling as erroneous.
Specifically, the court held that Araraume’s claim was statute-barred.
The decision spares the state oil company from paying billions in compensation and removes a governance cloud that had hovered over its operations for more than two years.
It would be recalled that the Federal High Court had, in April 2023, nullified President Muhammadu Buhari’s decision to remove Araraume as NNPC Board Chairman, ordering his reinstatement and awarding N5bn in general damages.
The ruling had triggered concerns within the oil and gas sector about the validity of all board resolutions taken since his removal in 2021.
But in its latest ruling, the Court of Appeal aligned with NNPC Ltd’s argument that the lower court erred in law, noting that the claim fell outside the time limit prescribed by the statute of limitations.
A statement by the company management on Wednesday said the judgment did not only avert a massive financial liability but also “secures governance stability for NNPC Ltd., sets a corporate governance precedent in Nigerian law, and upholds the validity of Board resolutions critical to the oil and gas industry’s investment and policy direction.”
The statement reads, “On August 8, 2025, the Court of Appeal, Abuja Division, upheld NNPC Ltd.’s appeal against the Federal High Court’s April 2023 judgement that annulled Senator Ifeanyi Araraume’s removal as non-executive Chairman of the NNPC Board and awarded him N5bn in damages.
“The Court of Appeal’s judgement spares NNPC Ltd a massive financial payout and removes a legal risk that could have invalidated all decisions of the Board since 2021.
“The Appeal Court agreed to NNPC Ltd.’s position that the Federal High Court’s earlier decision was delivered in error, noting amongst others, that the claim was statute-barred.”
With the judgement, all decisions taken by the current NNPC Board since 2021 remain valid, averting a potential governance crisis in the country’s most strategic company.
“This decision of the Court of Appeal secures governance stability for NNPC Ltd., sets a corporate governance precedent in Nigerian law, and upholds the validity of Board resolutions critical to the oil and gas industry’s investment and policy direction,” the statement concluded.
Recall that on April 18, 2023, a Federal High Court in Abuja, had reinstated Senator Ifeanyi Godwin Araraume as non Executive Chairman of the Nigeria National Petroleum Company Limited (NNPCL).
The Court had voided the sack of the businessman and set aside the removal done on January 17, 2023 by President Muhammadu Buhari on the ground that the action of the President was arbitrary, unlawful and illegal.
Justice Inyang Edem Ekwo in a judgement in a suit by Ararume awarded N5billion against Buhari and NNPCL to be paid to Araraume as damages for the wrongful sack and disruption of his appointment.
Justice Ekwo ordered that Araraume be immediately restored to office as non Executive Chairman of the NNPCL.
The Judge also declared as null and void all decisions of the Board of Directors of the NNPCL carried out in the absence of Ararume.
Justice Ekwo held that Buhari acted ultra vires, wrongful, illegal, null and void in the ways and manners Araraume was sacked after using his name to register NNPCL and that such brazen act cannot stand in the face of the law.
Araraume had dragged Buhari through the Court praying it to declare his removal as NNPC Chief illegal, unlawful and unconstitutional and that it is a total breach of CAMA law under which NNPCL was incorporated.
Apart from asking the court to issue an order to return him to office, Araraume also demanded N100 billion as compensation for the damages he suffered nationally and internationally in the unlawful way and manner his removal was carried out by President Buhari.
Araraume in the suit had demanded a whopping sum of N100 billion compensation for damages suffered as a result of his unlawful removal.
Among the issues he raised for determination included whether in view of the provisions of the Memorandum and Articles of Association of the NNPC, Companies and Allied Matters Act, 2010 and the Petroleum Industry Act, 2021 (PIA), the office of the non-executive Chairman was not governed and regulated by the stated provisions of the law.
The suit marked FHC/ABJ/CS/691/2022 was instituted on his behalf by a group of Senior Advocates of Nigeria (SANs) comprising Chief Chris Uche, Ahmed Raji, Mahmud Magaji, Ogwu James Onoja, K.C Nwufor and Gordy Uche.
Amongst others, the plaintiff wants the court to determine whether by the interpretation of section 63 (3) of the Petroleum Industry Act 2021, the President can lawfully remove him as non-executive Chairman of the NNPC for any reason outside the provisions of the law.
Besides, Araraume is praying the court to determine whether Buhari could sack him without compliance with expressly stated provisions of the Articles of Memorandum of Association of the Company, section 63 (3) of the PIA Act, 2021 and section 288 of the CAMA Act, 2020.
Also listed for determination was whether his purported removal vide letter of January 17, 2022, without compliance with expressly stated provisions of the law was not wrongful, illegal, null and void and of no legal consequence whatsoever.
Upon the determination of the issues in his favour, the plaintiff wants the court to make a declaration that his position as non-executive Chairman of the NNPC was exclusively governed and regulated by CAMA 2020, PIA Act 2021 and Memorandum of Association of the Company.
“A declaration that by the provisions of section 63 (3) of the PIA Act, CAMA Act and Memorandum of Association of the NNPC, the President cannot by will remove him from office as non-executive Chairman without following due process of the law,” he urged.
Araraume therefore prayed for an order of the Court setting aside his removal by Buhari vide letter of January 17, 2022 with reference number SGF.3V111/86.
He also sought an order of the court reinstating him forthwith and restoring him to office with all the appurtenant rights and privileges of the office of the NNPC’s non-executive Chairman.
Plaintiff is further demanded for nullification and setting aside of all decisions and resolutions of the NNPC Board made in his absence from January 17, 2022, till date and another order restraining the defendants from removing his name as Director of the Company.
In a 75-paragraph affidavit in support of the suit, Araraume averred that upon the passage of the PIA 2021, the former Nigeria National Petroleum Corporation and its subsidiaries were unbundled to become Nigeria National Petroleum Company registered with the Corporate Affairs Commission with number 1843987.
That on October 20, 2021, Buhari approved his appointment as a non-executive Chairman for a period of initial five years and subsequently, his name registered in the Memorandum of Articles of the Company and the appointment announced to the whole world.
Based on the appointment, Araraume averred that he attended 23rd World Petroleum Congress in the United States of America but surprisingly on January 7th, 2022, Buhari, inaugurated the NNPC Board without a recourse to him while another person was named in his place.
By a letter of January 17, 2022, he was informed of withdrawal of his appointment but without any reason whatsoever to justify the purported removal
Plaintiff asserted that he was not guilty of any pre- conditions for removal and was never declared bankruptcy or adjudged medically unfit for the job.
Based on the unlawful act of the defendant, plaintiff said that the action has fueled public suspicion and rumours against his person.
Subsequently, Araraume asserted that he had suffered loss of credibility and goodwill, untold emotional, mental and psychological trauma and public humiliation, degradation and embarrassment by his purported removal by President Buhari.
He therefore prayed the court to award him and to order his return to office in line with the letter and conditions of his appointment.
In his judgement on Tuesday Justice Inyang Edem Ekwo ordered his immediate reinstatement as chairman of the NNPCL and nullified all previous decisions taken in his absence.
The court held that his position as Chairman of the NNPC was exclusively governed and regulated by CAMA 2020, PIA Act 2021 and the Memorandum of Association of the Company.
Justice Ekwo described the process of removal as illegal, and unlawful and cannot stand in the face of laws.
The court however declined to award the whopping sum of N100 billion compensation for damages suffered as a result of his unlawful removal but awarded a N5 billion cost as general damages.
