Getma International v. Republic of Guinea [I], CCJA Case No. 001/2011/ARB
OHADA CCJA · Investment (ICSID and treaty) · Côte d'Ivoire · 29 Apr 2014
Why it matters
This award is a landmark OHADA CCJA decision on the termination of state contracts, clarifying the high threshold for a state to unilaterally terminate a concession for alleged fraud. It also illustrates the interplay between OHADA arbitration rules and national law, and the consequences of a state's immediate re-award of a concession to a third party.
Summary
In 2008, Guinea granted GETMA a 25-year concession to operate and expand the container terminal at the Port of Conakry. After a change of government in 2010, the new President Alpha Condé terminated the concession in March 2011, citing GETMA's alleged fraud and breaches, and immediately awarded the concession to the Bolloré Group. GETMA initiated arbitration under the OHADA CCJA Rules, claiming the termination was unlawful. Guinea counterclaimed, arguing GETMA had obtained the concession through fraudulent misrepresentations about its partnership with MSC, its financial capacity, and its business plan. The tribunal, seated in Abidjan, applied OHADA law and Guinean law. It rejected Guinea's corruption allegations as unsubstantiated and found that Guinea had not proven the alleged fraud or material breaches. The tribunal held that the termination was illegal because Guinea failed to follow the contractual termination procedure and did not provide GETMA with an opportunity to cure. Since the concession had already been re-awarded, restitution was impossible, so the tribunal ordered Guinea to pay compensation: €20.88 million as a contractual termination indemnity, €3.23 million for concession property, €14.2 million for the unamortized entry fee, and €210,070 for unreturned inventory, plus interest from the date of the arbitration request. Each party bore its own legal costs, and arbitration costs were split equally. The award was later challenged in U.S. courts but ultimately enforced.
The detail
Parties: Getma International v. Republic of Guinea [I], CCJA Case No. 001/2011/ARB
Case number: italaw/cases/7184
Outcome: The tribunal declared the termination of the concession agreement illegal and ordered Guinea to pay GETMA compensation totaling €38,531,127 plus interest.
Quantum: €38,531,127
Applicable law: OHADA Treaty and Uniform Acts, Guinea law, and the Concession Agreement (including Article 31 arbitration clause).
Issues in play: The case involved the law of state contracts and termination for cause under Guinea's OHADA-based legal framework, with the tribunal assessing whether Guinea's allegations of fraud and breach justified termination.
Read the full decision at italaw ↗
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