THE International Chamber of Commerce (ICC) arbitration tribunal severely criticised Abubakar Malami, former Attorney-General of the Federation (AGF), over his handling of the Mambilla hydropower dispute, accusing him of deliberately acting against Nigeria’s interests.
News Point Nigeria reports that, in unusually strong language, the tribunal said Malami maintained an “inappropriate relationship” with Leno Adesanya, the promoter of Sunrise, and participated in what it described as a “corrupt deal” connected with the settlement agreements at the centre of the arbitration.
In the decision reviewed by TheCable, the tribunal found that Malami deliberately acted against Nigeria’s interest, saying he was effectively negotiating for Sunrise rather than the Federal Government when he altered the terms of a proposed $200 million settlement in a way that potentially doubled Nigeria’s exposure to $400 million, with interest accruing at 10 percent per annum compounded daily.
It also accused the former minister of supplying President Muhammadu Buhari with incorrect information about the financial implications of the settlement and repeatedly seeking presidential approval even after Buhari had expressly refused to approve it.
The three-member tribunal, chaired by Melanie van Leeuwen, with Simon Nesbitt KC and Stavros Brekoulakis as co-arbitrators, delivered the 616-page final award in Paris on September 16, 2026.
The proceedings arose from agreements signed by Malami and Saleh Mamman, then Minister of Power, on behalf of the Federal Government in January and March 2020.
Sunrise relied on the agreements to demand $400 million from Nigeria — comprising a principal settlement sum of $200 million and another $200 million as a default penalty — together with interest.
The tribunal rejected the claims in their entirety.
It ruled, first, that Malami and Mamman did not have the authority or capacity to bind the Federal Government without presidential approval. It also found that the settlement agreement and its addendum were products of corruption and therefore unenforceable for violating Nigerian public policy.
Although the tribunal found evidence of an unlawful arrangement involving Malami and Adesanya, it rejected Nigeria’s counterclaim for damages because the government failed to establish a sufficient causal connection between their conduct and the financial losses Nigeria claimed.
The tribunal ordered Sunrise and Adesanya to reimburse Nigeria for $11.82 million in legal fees and $414,125 in arbitration costs. They are also to bear their own legal expenses.
One of the tribunal’s most damaging findings concerned the renegotiation of the settlement terms shortly after the original agreement was signed on January 21, 2020.
Under the original agreement, Nigeria was to pay Sunrise $200 million in one instalment. A default would result in Sunrise being reinstated as the exclusive local content partner for the Mambilla project, while interest on unpaid sums would accrue at 10 percent per annum, compounded annually.
However, an addendum signed on March 25, 2020, substantially altered the arrangement.
Payment was split into two instalments of $100 million each. Nigeria’s failure to pay would attract an additional $200 million financial penalty, while interest would accrue on the outstanding amount at 10 percent per annum compounded daily.
The tribunal said the revised terms represented a “seemingly substantial deterioration” of Nigeria’s position and that it could not identify any corresponding benefit for the country.
“The Tribunal is unable to discern any upside for Nigeria in the renegotiated terms and conditions,” it said.
It noted that while Sunrise stood to receive as much as $400 million instead of $200 million, with interest compounded daily rather than annually, Nigeria assumed significantly increased financial exposure.
The tribunal consequently concluded that Malami had not negotiated the revised terms for Nigeria.
It said Malami was the chief law officer of the federation and had a responsibility to act solely in Nigeria’s interest, but deliberately did the opposite.
The award stated: “The Tribunal concludes that Attorney-General Malami has not been negotiating on behalf of Nigeria when he insisted on a change of the terms and conditions of the settlement but for Sunrise.”
It added that Malami’s deliberate conduct against Nigeria’s interests led it to conclude that he “was motivated by other incentive(s)”.
The tribunal said it was particularly troubled by Malami’s dramatic reversal of his assessment of Adesanya and Sunrise.
In January 2018, Malami had described Adesanya in an email to Buhari’s Chief of Staff as “a criminal of the highest order” who was conspiring with previous administrations to file frivolous arbitration claims and siphon government funds.
Malami also described him as the “number 1 enemy” of the Mambilla project.
The former Attorney-General had earlier concluded, after reviewing the May 21, 2003 decision of the Federal Executive Council (FEC), that Sunrise had no valid basis for claiming that it had been awarded the Mambilla build-operate-transfer contract.
In an April 2018 legal opinion, Malami supported Nigeria’s decision to defend the arbitration and allow it to run its full course.
But by January 2020, he had approved an offer of $200 million to Sunrise. He subsequently signed the settlement agreement and addendum, under which Nigeria’s potential liability rose to $400 million plus interest.
The tribunal said Malami’s position had evolved from describing Adesanya as a criminal pursuing frivolous claims to treating him as a trusted contractual partner who stood to be rewarded for blocking the project.
It said it would have liked Malami to explain how his April 2020 assessment that Sunrise had a strong legal case could be reconciled with his November 2017 position that there was no basis for Sunrise’s claim.
Malami did not appear for cross-examination.
The tribunal also examined handwritten instructions issued by Malami shortly after the January 21, 2020 settlement agreement was signed.
In the instructions, Malami called for the payment to be staggered, beginning with an initial $100 million, and asked officials to renegotiate other aspects of the agreement.
The tribunal said no new development or change of circumstances had been identified to explain why an agreement whose “ink was barely dry” needed to be renegotiated.
It described Malami’s actions as “suspicious” and consistent with Adesanya’s testimony that the former Attorney-General had solicited a bribe and demanded a portion of the settlement money.
Adesanya had testified that he possessed audio and video recordings in which Malami and Mamman allegedly said Nigeria would pay $100 million initially and release the second $100 million after Adesanya had done “what is needed”.
Despite an order from the tribunal, Adesanya refused to produce the recordings, citing fears for his safety and that of his family.
The tribunal drew an adverse inference from the withholding of the recordings. It said the splitting of the settlement into two $100 million instalments corresponded precisely with Adesanya’s account of the alleged demand.
“Against this background, the Tribunal has no reason to doubt the veracity of Mr. Adesanya’s testimony to the effect that Attorney-General Malami solicited a bribe from Mr. Adesanya during the conversation he recorded,” the award said.
The tribunal was, however, unable to make a similar conclusive finding against Mamman because it said there was insufficient evidence concerning the former power minister’s precise role.
The tribunal also examined extensive WhatsApp exchanges between Malami and Adesanya while Sunrise and Nigeria were opposing parties in two ICC arbitrations.
In one message sent in November 2021, Adesanya asked Malami to disengage White & Case, Nigeria’s international lawyers, and Supo Shasore from the arbitration.
Adesanya also thanked Malami for his “recent efforts to see that we get paid”.
Malami responded: “Thank you Mr Leno.”
The tribunal described the nature and contents of the messages as “wholly inappropriate”.
It said Malami engaged with Adesanya and neither stopped him nor disavowed the contents of his messages. His response to the expression of gratitude for helping Sunrise “get paid” was described as “disturbing”.
The tribunal also found that Adesanya supplied Malami with proposed letters to be issued in the name of the Federal Government and addressed to Adesanya himself.
One draft purported to convey Buhari’s approval for the immediate payment of $200 million to Sunrise, although Buhari had not given such approval.
The tribunal described this collaboration as “highly unusual”, “suspect” and indicative of an inappropriate relationship.
It said evidence of their interactions presented “a disturbing picture” of two people who were supposed to represent opposing interests but instead coordinated closely.
“In the context of that inappropriate relation, the gentlemen shared a high degree of trust and, it would appear, a lack of moral compass,” the tribunal said.
It added: “Not only did Attorney-General Malami act against the best interest of Nigeria, he was actively applying his efforts to the benefit of Sunrise so ‘that we get paid.’”
The tribunal said it had “no difficulty” finding that the word “we” in the exchanges referred to both Adesanya and Malami.
Buhari Rejected Settlement But Malami Kept Seeking Approval
The tribunal found that Malami and Mamman signed the January 2020 settlement agreement and the March 2020 addendum without first obtaining approval from Buhari or the FEC.
Malami subsequently wrote to Buhari seeking approval.
On April 20, 2020, Buhari declined, writing that the Federal Government did not have $200 million to pay Sunrise.
Malami nevertheless continued to return to the president with further proposals.
On January 11, 2021, he again asked Buhari to approve further negotiations with Sunrise. Buhari responded with the handwritten words: “Not approved.”
“The words ‘not approved’ leave no room for interpretation,” the tribunal said.
It described as “remarkable” Malami’s persistence in seeking approval despite Buhari’s repeated refusal.
The tribunal ultimately found that no presidential approval was obtained for the agreements — whether expressly or implicitly, orally or in writing, before or after their execution.
It further ruled that Malami and Mamman lacked both actual and apparent authority to bind Nigeria.
Tribunal Says Malami Gave Buhari Incorrect Financial Information
The tribunal also criticised the information Malami supplied to Buhari while seeking approval for the settlement.
In an August 17, 2020 brief, Malami told Buhari that the proposed settlement would cost Nigeria $200 million and save the government $2.154 billion in potential liability.
The tribunal said this was incorrect.
By then, the addendum provided for a $200 million settlement sum and an additional $200 million default sanction, with interest accruing at 10 percent per annum compounded daily.
“Attorney-General Malami failed to provide President Buhari with the correct information,” the tribunal said.
It added that Malami should also have qualified his claim that the settlement would save Nigeria $2.154 billion by informing the president that Sunrise had not proved the damages it was claiming.
The tribunal identified instances in which it found Malami’s written evidence unreliable.
Malami denied involvement in draft settlement terms exchanged on January 13, 2020. But an email from Adesanya stated that he had spoken to the Attorney-General before reinserting a clause that would reinstate Sunrise as the local content partner if Nigeria defaulted.
The tribunal said this was consistent with evidence showing that Malami approved a ministry memorandum containing the same clause on the same day.
It was therefore “not convinced” by Malami’s denial.
In a footnote dealing with a separate memorandum of January 6, 2020, the tribunal said the evidence of a Ministry of Justice official appeared correct while Malami’s contrary account appeared false.
Malami submitted a witness statement on Nigeria’s behalf but refused to appear for oral examination at the January 2025 hearing in Paris.
Nigeria informed the tribunal that Malami no longer wanted to testify because he was under investigation by the Economic and Financial Crimes Commission (EFCC).
The tribunal noted, however, that Malami was in Paris during the hearing and had accompanied Buhari, his father-in-law, who appeared and gave oral evidence.
It said it was “particularly unsatisfactory” that Malami, a former chief law officer who understood the importance of cross-examination and due process, refused to testify.
The tribunal consequently accorded limited weight, if any, to his witness statement and recorded its “serious dissatisfaction” with what it called his disregard for the administration of justice and the tribunal.
It again criticised Malami’s non-appearance when examining the deterioration of the settlement terms.
“The Tribunal regrets that Mr. Malami refused to appear at the hearing to give evidence,” the award said.
It added that it would have been interested to hear him explain how the terms he renegotiated and accepted could possibly have benefited Nigeria.
After reviewing the revised payment structure, Malami’s reversal of position, his continued attempts to secure Buhari’s approval and his communications with Adesanya, the tribunal identified five major red flags.
These included the restructuring of the payment terms in a manner corresponding with Adesanya’s account of the alleged bribe demand; the severe deterioration of Nigeria’s contractual position; Malami’s unexplained change of opinion about Sunrise’s case; his persistent attempts to obtain Buhari’s approval; and his improper coordination with Adesanya.
“The Tribunal is persuaded that these red flags are indicative of a corrupt relation between Mr. Adesanya and Attorney-General Malami,” the award said.
On the balance of probabilities, the tribunal found that a corrupt agreement was reached under which Malami was promised a share of the money Sunrise would receive.
In return, according to the tribunal’s findings, Malami cooperated in committing Nigeria to the settlement obligations and coordinated steps connected with the arbitrations.
The tribunal said his signing of the addendum would have entitled Sunrise to at least $200 million — or $400 million in the event of default — plus interest.
It concluded that the January 2020 settlement agreement and the March 2020 addendum were “a product of corruption”.
The tribunal later found that Malami and Adesanya had a common intention to use unlawful means to obtain a settlement favourable to Sunrise at Nigeria’s expense.
It said Malami knew that the arrangement could injure Nigeria because the default provisions exposed the country to an additional $200 million.
The tribunal, however, expressly declined to find that any part of the additional $200 million default sanction had also been promised to Malami or Mamman, saying the absence of the withheld recordings made such a finding impossible.
Sunrise had, on October 10, 2017, started arbitration against Nigeria at the ICC International Court of Arbitration, seeking a $2.354 billion award for “breach of contract” in relation to a 2003 agreement to construct the 3,050MW plant in Mambilla, Taraba State, on a “build, operate and transfer” basis valued at $6 billion.
In the second arbitration, the company is asking for a $400 million settlement, being the terms of the Nigerian government failing to honour the settlement agreement both parties entered into in 2020 to end the arbitration.
In an interview with TheCable in 2023, former President Olusegun Obasanjo challenged his former Minister of Power, Olu Agunloye, to tell Nigerians where he derived the authority to award the contract to Sunrise in 2003.
Buhari, on his part, denied authorising the settlement agreement of 2020.
“While I understood that my ministers of justice, power and water resources were approached by Sunrise and were engaging with various stakeholders that were involved in the project to resolve the issues blocking the project’s implementation, at no time did I specifically instruct them to enter into and conclude any settlement agreement with Sunrise Power and Transmission Company Limited,” he wrote to Lateef Fagbemi, Malami’s successor.
“Indeed, when the proposed settlement agreement and addendum were presented to me for my consideration and approval on 20th April 2020, I refused to approve the settlement deal because I was convinced that there was no basis for Sunrise’s claim.
“I hope the above clarifications will assist you in your defence of our country from these ‘invisible contractors who all too often quietly take Nigeria for many millions in out-of-court settlements’, as I stated in my recent statement regarding Nigeria’s victory in the P&ID saga.”