MONROVIA – The Supreme Court’s refusal to grant Solway an extraordinary writ of error carries weight far beyond a single procedural skirmish. By declining the writ, the high court has left standing a lower-court judgment recognizing Alford Boima Morgan as sole owner. It has also ordered the Commercial Court to resume jurisdiction over Solway Mining Inc. and proceed according to law. At stake are unpaid consideration for 375 disputed shares, missing ministerial approval for their transfer, and every transaction built upon them. The ruling sharpens a years-long ownership contest with implications for foreign investment, mining governance and corporate title in Liberia. For now, the substantive battle returns downstream to the Commercial Court, as THE ANALYST reports.
After a heated legal battle, Alford Boima Morgan has scored a major procedural victory in his protracted dispute with Solway Industries Ltd. and Solway Industries Swiss AG after the Supreme Court of Liberia declined to issue a writ of error sought by the two companies and directed the Commercial Court of Montserrado County to resume jurisdiction and proceed with the case in keeping with law.
The August 3, 2026 action by Associate Justice Yussif D. Kaba represents a significant setback for the Solway entities, which had turned to the nation’s highest court in an effort to challenge proceedings arising from a March 2026 judgment of the Commercial Court that recognized Morgan’s ownership claim over Solway Mining Inc.
In an official communication from the Office of the Clerk of the Supreme Court, Counsel Benedict E. Sannoh was informed that Justice Kaba had “declined to issue the writ prayed for.”
In a separate communication addressed to the judges of the Commercial Court, the Supreme Court stated that, by directive of Justice Kaba, the lower court was “mandated to resume jurisdiction, and proceed in keeping with law.”
For Morgan, the development marks another important chapter in a legal battle in which he has consistently maintained that he was the original and legitimate owner of the shares at the heart of the dispute.
While the Supreme Court’s August 3 action does not itself constitute a separate merits judgment declaring Morgan owner of the shares, it means that Solway’s effort to obtain the extraordinary writ sought from Chambers has not succeeded and that the Commercial Court has been directed to continue exercising jurisdiction over the matter.
ORIGIN OF THE DISPUTE
The dispute is rooted in the establishment of Solway Mining Inc. in Liberia. On May 1, 2024, Morgan filed a Petition for Declaratory Judgment against Solway Industries Ltd., a company organized under the laws of Saint Vincent and the Grenadines, and Solway Industries Swiss AG, a corporate entity organized and operating under the laws of Switzerland.
According to the evidence presented before the Commercial Court, Morgan’s relationship with the Solway interests began through Robert McKendrick, who had held an exploration license over Mount Blei in Nimba County before the license was revoked by the Liberian Government.
Morgan testified that McKendrick approached him for assistance in recovering the license. Following due diligence, Morgan said he informed McKendrick that his chances of recovering the license were slim.
McKendrick subsequently told Morgan that he could introduce him to financiers who might provide financial support to enable him to take over the exploration area. That introduction led to a meeting with Solway Investment Ltd. in Amsterdam, Netherlands.
According to Morgan’s testimony, representatives of Solway Investment Ltd. assured him that they could provide support for exploration of Mount Blei if he could secure an exploration license from the Government of Liberia through the Ministry of Mines and Energy.
Morgan returned to Liberia and established Solway Mining Inc., filing its Articles of Incorporation and obtaining a Certificate of Incorporation dated October 10, 2018. The company’s Articles authorized 500 registered shares with no par value, all of which Morgan initially subscribed to.
Following the constitution of the Board of Directors, a share certificate dated October 17, 2018, was issued in Morgan’s name, evidencing his ownership of all 500 shares — 100 percent of the authorized equity of Solway Mining Inc.
EXPLORATION LICENSE AND 375 SHARES
Morgan’s testimony before the Commercial Court was that, following the Amsterdam meeting, Solway Investment Ltd. issued a letter of support to the Ministry of Mines and Energy dated December 24, 2018. According to the evidence summarized by the court, the letter recognized Morgan as the 100 percent owner of Solway Mining Inc. and indicated that Solway Investment Ltd. would support the company if it received the exploration license.
Armed with the letter of support, incorporation documents, his share certificate and other required documentation, Morgan applied to the Ministry of Mines and Energy for an exploration license covering the Mount Blei area. On October 19, 2020, the Ministry issued Solway Mining Inc. an exploration license covering the Mount Blei and Mount Detton areas in Nimba County. It was after the acquisition of the exploration license that Morgan transferred 375 of his 500 shares to Solway Industries Ltd.
Morgan testified that the transfer was made to induce Solway Industries to provide support for exploration activities. But he maintained that no consideration was paid to him for the 375 shares. That assertion would later become one of the decisive issues in the Commercial Court’s ruling.
THE US$1 MILLION LOAN
The dispute also involved a US$1 million (L$182.36 million) loan from Solway Swiss AG to Solway Mining Inc. to facilitate exploration activities. Morgan testified that the loan agreement provided for the possibility of converting the loan into equity if exploration proved successful, while repayment would be required if exploration was unsuccessful.
He said the agreement was accepted and signed by himself, Solway Mining Inc. and Solway Swiss AG. Solway Swiss AG also expressed interest in acquiring additional shares in Solway Mining Inc., leading to an Option and Investment Agreement involving Morgan, Solway Mining Inc. and Solway Swiss AG.
The agreement was subsequently terminated by Solway Swiss AG. The Swiss entity also issued a notice of default and demanded repayment of the US$1 million loan. According to Morgan’s testimony, Solway Swiss AG subsequently withdrew from the activities of Solway Mining Inc., while the company continued exploration under his leadership and later applied to the Government of Liberia for a Mineral Development Agreement.
HOW THE CASE REACHED TRIAL
The path to the Commercial Court’s judgment was marked by a procedural dispute over the respondents’ appearance at trial. After Morgan filed his petition on May 1, 2024, attempts to serve the respondents personally proved unsuccessful. Morgan subsequently sought and obtained permission for service by publication.
The writ of summons, together with a brief statement of the object of the petition, was published in the Inquirer newspaper once a week for four successive weeks, and service was deemed complete on June 20, 2024. The respondents later filed joint returns, which Morgan challenged as having been filed outside the statutory period.
On March 12, 2026, the Commercial Court denied the competing motions and ordered the case to trial. Trial was assigned for March 19. When the case was called, however, neither the respondents nor their counsel appeared.
Instead, the court received a letter explaining that the respondents were outside Liberia and involved in arbitration proceedings with the Government of Liberia in the United Kingdom. The letter also stated that the only lawyer handling the matter was outside Liberia for medical treatment and requested a four-month suspension of the trial.
The Commercial Court rejected the request. The court noted that the case file showed that more than one lawyer from the same firm represented the respondents and that proceedings in another jurisdiction did not provide a basis for staying the Liberian proceedings.
Morgan’s counsel subsequently invoked Rule 7 of the Revised Circuit Rules and requested permission to proceed with default judgment. The court granted the application.
The court also noted that this was the second notice of assignment for trial that the respondents and their counsel had failed to honor. It found that they had not filed a motion for continuance in accordance with the applicable rules. The Commercial Court therefore concluded that their failure to appear amounted to abandonment of the case, permitting Morgan to present evidence in support of his petition.
MORGAN AND GOULD PRESENT EVIDENCE
Morgan appeared as a witness and testified extensively about the creation of Solway Mining Inc., his original ownership of the company, the 375-share transfer, the exploration license, the US$1 million loan and the subsequent agreements with Solway interests. Roosevelt Gould also testified. Gould told the court that he had served as Secretary of the Board of Directors and lawyer for Morgan and Solway Mining Inc. during the relevant period.
He testified concerning the incorporation of Solway Mining Inc., the issuance of the 500-share certificate to Morgan, the loan from Solway Swiss AG and the Option and Investment Agreement. Gould also confirmed the transfer of the 375 shares and testified that Solway Industries Ltd. did not pay Morgan consideration for those shares. The court admitted the documentary evidence presented by the witnesses, including the incorporation documents, share certificate, exploration license, loan agreement, Option and Investment Agreement, termination notice and demand letter.
THE ISSUE THAT DETERMINED THE CASE
After hearing the testimony and reviewing the documentary evidence, the Commercial Court identified one central question:
Whether Morgan had established, by a preponderance of the evidence, that he was the sole owner of Solway Mining Inc. and was therefore entitled to a declaratory judgment recognizing that ownership. To resolve that question, the court said it was necessary to summarize the evidence presented at trial. The court’s summary established three critical facts.
First, Morgan filed the Articles of Incorporation of Solway Mining Inc., received the company’s Certificate of Incorporation dated October 10, 2018, and subscribed to all 500 authorized shares. Following the constitution of the Board of Directors, a share certificate dated October 17, 2018, was issued to Morgan, evidencing his ownership of all 500 shares representing 100 percent of the authorized equity of the company.
Second, Morgan, acting as the shareholder and not Solway Mining Inc. as a corporate entity, transferred 375 of his 500 shares to Solway Industries Ltd. The transfer occurred after Solway Mining Inc. obtained its exploration license and was intended to induce Solway Industries to provide support for exploration. Morgan maintained, however, that Solway Industries paid him no consideration for the shares.
Third, Solway Industries Ltd. subsequently transferred the same 375 shares to Solway Swiss AG pursuant to a Share Purchase Agreement. Those three findings became the foundation of the court’s legal analysis.
COURT FINDS MORGAN ORIGINAL OWNER
Applying Liberia’s Associations Law, the Commercial Court noted that a corporation has the power to issue the number of shares stated in its Articles of Incorporation. Based on the Articles of Incorporation, Certificate of Incorporation and Morgan’s share certificate, the court was convinced that Morgan was the owner of 100 percent of the authorized shares of Solway Mining Inc. as of October 17, 2018, before the disputed transfer to Solway Industries Ltd.
The court then turned to the legal requirements concerning consideration for shares. Under Liberia’s Associations Law, consideration for shares may consist of money or other property, tangible or intangible, labor or services actually received or performed for the corporation or for its benefit, or a combination of those forms of consideration.
The law further provides that obligations for future payment or future services do not constitute payment or part payment for shares and that a share certificate may not be issued until the required consideration has been fully paid. These provisions became important in determining whether Solway Industries had legally acquired the 375 shares transferred by Morgan.
NO CONSIDERATION FOR THE 375 SHARES
The Commercial Court found that the 375 shares were originally Morgan’s personal property. Therefore, if consideration was required for their transfer, it had to be paid to Morgan as the shareholder.
Morgan testified that he received no consideration. The court found no evidence to the contrary. “In the absence of evidence to the contrary, we are inclined to hold that no consideration was paid by Solway Industries for the 375 shares transferred to it by Petitioner Boima Morgan,” the court said.
The court also rejected the argument that the financial support provided through the US$1 million loan could constitute consideration for the shares. It found that the financial support was structured as a loan to be repaid according to the terms of the loan agreement.
There was no clause in the agreement stating that the loan constituted consideration for Morgan’s 375 shares. The court said the subsequent demand for repayment of the loan further supported the conclusion that it was a loan rather than payment for the shares.
375-SHARE TRANSFER DECLARED VOID
Having determined that no consideration had been established, the Commercial Court concluded that Solway Industries Ltd. was not a holder in due course of the 375 shares. The transfer from Morgan to Solway Industries Ltd. was therefore declared null and void. The court then addressed the subsequent transfer from Solway Industries Ltd. to Solway Swiss AG.
Invoking the legal maxim nemo dat quod non habet, meaning that no one can give what he does not have, the court held that Solway Industries Ltd. could not transfer valid ownership of the shares to Solway Swiss AG if it had not itself acquired valid title. The subsequent transfer was consequently also declared null and void.
MINING LAW PROVIDED ANOTHER BASIS
The court found another independent legal defect in the transactions. According to the Commercial Court, Solway Industries Ltd. presented no evidence that it had obtained prior approval from the Ministry of Mines and Energy for the transfer of the 375 shares, which represented a majority interest in Solway Mining Inc.
The court relied on Liberia’s New Minerals and Mining Laws, which provide that mineral rights may be assigned only upon government approval, except for an assignment to an affiliate of the holder of the mineral right. The court found no evidence that Solway Industries Ltd. was an affiliate of Morgan and no evidence that prior approval had been obtained from the Ministry.
It consequently held that the transaction violated Liberia’s Minerals and Mining Laws and was null and void. The court further held that because the initial transfer was invalid, the subsequent transfer to Solway Swiss AG was also invalid.
MORGAN’S EVIDENCE ‘COGENT AND OVERWHELMING’
After examining the oral and documentary evidence, the Commercial Court reached an emphatic conclusion about Morgan’s case. “The evidence provided by Mr. Morgan is cogent and overwhelming to support the declaration prayed for in its Petition before this Court,” the court stated. That finding was based on the combined evidence concerning Morgan’s incorporation of Solway Mining Inc., his original ownership of all 500 shares, the disputed transfer of 375 shares, the absence of demonstrated consideration, the lack of required government approval and the subsequent transfer to Solway Swiss AG.
COMMERCIAL COURT DECLARES MORGAN OWNER
On March 24, 2026, the Commercial Court formally declared Morgan the “rightful and legitimate owner” of the 500 shares representing 100 percent of the aggregate number of shares Solway Mining Inc. was authorized to issue under its Articles of Incorporation. The court ordered that the 375 shares transferred to Solway Industries Ltd. revert to Morgan as if the transfer had never occurred.
It further declared that Solway Swiss AG had acquired no rights in the equity of Solway Mining Inc., because its grantor, Solway Industries Ltd., had not legally acquired the shares it purportedly sold to the Swiss entity. The court also declared corporate actions taken by Solway Industries Ltd. and Solway Swiss AG in the name of Solway Mining Inc., based on their purported majority ownership, null and void and without legal effect for lack of standing and legal capacity. The judgment therefore represented a sweeping rejection of the legal basis upon which the Solway entities claimed ownership rights in the Liberian company.
SOLWAY TAKES FIGHT TO SUPREME COURT
Following the Commercial Court’s judgment, Solway’s counsel excepted to the ruling and announced an appeal to the Supreme Court. The Commercial Court record subsequently contained a Clerk’s Certificate stating that there was no showing that a Bill of Exceptions had been filed up to the issuance of the certificate on April 13, 2026.
The matter later reached the Supreme Court through a petition for a writ of error. Solway Industries Ltd. and Solway Industries Swiss AG were identified as plaintiffs-in-error, while the Commercial Court judges and Morgan were named as defendants-in-error.
The Solway entities sought intervention from the Supreme Court to challenge the proceedings and the lower court’s handling of the matter. But their attempt to obtain the writ has now failed.
SUPREME COURT DECLINES SOLWAY’S WRIT
On August 3, 2026, Associate Justice Yussif D. Kaba declined to issue the writ requested by Solway Industries Ltd. and Solway Industries Swiss AG. The Supreme Court Clerk formally communicated the decision to counsel, stating that “the Justice has declined to issue the writ prayed for.”
The Supreme Court then directed the Commercial Court to resume jurisdiction. The directive states that the Commercial Court is “mandated to resume jurisdiction, and proceed in keeping with law.” The decision gives Morgan a significant procedural advantage and keeps the substantive findings already made by the Commercial Court at the center of the continuing dispute.
A SIGNIFICANT TURNING POINT
For Morgan, the Supreme Court’s latest action provides a powerful procedural victory in a dispute that has stretched over several years and involved questions of corporate ownership, consideration for shares, mining law, government approval and the legal validity of subsequent share transfers. For Solway, the refusal to issue the writ represents a setback in its attempt to secure extraordinary intervention from the Supreme Court. The case now returns to the Commercial Court, where the consequences of the March 24 judgment and the competing positions of the parties remain central.
At the heart of the dispute is a chain of ownership that the Commercial Court has already examined in detail: Morgan’s original ownership of all 500 shares; his transfer of 375 shares to Solway Industries Ltd.; the court’s finding that no consideration was paid for those shares; the absence of required approval from the Ministry of Mines and Energy; and Solway Industries’ subsequent transfer of the disputed shares to Solway Swiss AG. The Commercial Court concluded that the evidence supporting Morgan’s ownership claim was “cogent and overwhelming.”
The Supreme Court has now declined Solway’s attempt to obtain the writ of error and has sent the matter back to the Commercial Court with instructions to proceed according to law. For now, the Supreme Court’s message on the writ sought by Solway is unequivocal: the requested intervention has been declined, and the Commercial Court must resume jurisdiction and proceed in keeping with law.
