In a recent interesting judgment issued by the UK Court of Appeal in Giwa v JNFX Ltd & Ors [2025] EWCA Civ 961, the Court found a payment services provider (PSP) liable for deceitful representations made by an agent who did not possess actual authority, but who through the principal’s conduct was held to have apparent or ostensible authority.

The case confirms that principals may be bound by agents’ misrepresentations where their conduct creates the impression of authority, even if disclaimers or internal limits exist.

Background & High Court Judgment

• Between September 2020 and September 2021, Lagos-based broker Akintunde Giwa arranged ten foreign-exchange contracts on behalf of his client MultiChoice Nigeria Ltd, part of the pan-African MultiChoice Group. The trades involved converting large sums of Naira into US dollars to be credited to MultiChoice’s account in London.
• The dealings were conducted almost entirely through an individual who styled himself as “Head of Global Markets” at JNFX Ltd, an FCA-regulated payment services provider. The said individual used JNFX’s email domain and headed paper, and was copied into correspondence with JNFX directors. At no stage did the directors disclaim his authority.
• Substantial Naira transfers were routed through companies designated by the individual, including Frontier Financial Technologies Ltd, which he controlled. In return, US dollars were to be delivered into MultiChoice’s London account.
• At first instance, the High Court of England and Wales accepted Mr Giwa’s claim that the individual in question made deceitful representations, that Naira transferred would be used only to purchase USD (the Use Representation) and that USD would be duly delivered (the Payment Representation).
• The judge found these were attributable to JNFX on the basis of ostensible authority, and issued a summary judgment across all ten contracts, awarding NGN 7.914 billion plus 8% compound interest.

Court of Appeal Judgment

On appeal, the Court of Appeal distinguished between the contracts:

• Contracts 1–9: The Summary judgment was set aside. The Court held there were genuine factual disputes about whether representations were made, whether they were false, and whether dishonesty could be inferred.
• Contract 10: The Summary judgment was upheld. Mr Giwa had transferred NGN 4.921 billion on the strength of written assurances from Mervyn (confirmed by director Eisenberg), yet no USD was ever delivered.
• With fake payment confirmations and repeated broken promises, the Court found the deceit overwhelming and reliance obvious, leaving no arguable defence

The judgment was therefore reduced to Contract 10 only, but still with compound interest at 8%

Importance

• The Court of Appeal confirmed that a principal can be held liable in deceit for an agent’s misrepresentations where ostensible authority arises from the principal’s conduct, even if the agent lacked actual authority.
• Disclaimers or hidden internal limits will not protect a company if its overall conduct conveys that the agent is authorised.
• Summary judgments based on deceit are issued is exceptional cases.

Conclusion

This judgment is a reminder that financial institutions must exercise strict oversight over how their representatives use titles, branding, and communications. Silence or implicit endorsement from directors can create binding obligations.

For Cyprus, where payment institutions and investment firms regularly operate cross-border and through local representatives, the case has particular relevance: courts may hold principals liable for agents’ representations if their conduct reasonably suggests authority.