On 9 February 2011, Chidawu borrowed an amount of USD3 million from the first respondent, (hereinafter referred to as Shah). The terms and conditions attaching to the loan were recorded in two written documents signed by the parties on 9 and 10 February 2011 respectively. The second document, referred to by the parties as Annexure “B” provided in clause 2.1 that in the event of any inconsistencies in any of the provisions of the two documents, its provisions would prevail. The material terms of the agreement were these, firstly, the loan would attract an interest rate of 18% per annum compounded monthly. The loan was repayable on or before 20 February 2011, subject to an extension to 20 March 2011 at the sole discretion of Shah. Secondly, as security for the loan, Chidawu was obliged to provide sureties in the form of Deeds of Surety executed by each of the appellant companies. The execution of a Deed of Surety was to be accompanied by the surrender of the share certificate each appellant company held with Pelhams Limited. Chidawu was also obliged to surrender the said share certificates in negotiable form to Shah or his nominees by 10 March 2011 in the event that repayment of the loan would not have been effected by that date. On 9 February 2011, Chidawu handed over the shares certificates and executed the necessary transfer documents. Chidawu was unable to pay the loan by due date. Through his legal practitioners, Messrs Shah called up the loan and by letter dated 11 Atherstone & Cook, March 2011 threatened to liquidate the security in his possession. On 18 March 2011, Messrs on behalf of Chidawu, responded to the threat as follows: Honey & Blanckenberg act for the above named Oliver Chidawu who has instructed us to respond to “We your letter dated 11 March 2011.
On 9 February 2011, Chidawu borrowed an amount of USD3 million from the first respondent, (hereinafter referred to as Shah). The terms and conditions attaching to the loan were recorded in two written documents signed by the parties on 9 and 10 February 2011 respectively. The second document, referred to by the parties as Annexure “B” provided in clause 2.1 that in the event of any inconsistencies in any of the provisions of the two documents, its provisions would prevail. The material terms of the agreement were these, firstly, the loan would attract an interest rate of 18% per annum compounded monthly. The loan was repayable on or before 20 February 2011, subject to an extension to 20 March 2011 at the sole discretion of Shah. Secondly, as security for the loan, Chidawu was obliged to provide sureties in the form of Deeds of Surety executed by each of the appellant companies. The execution of a Deed of Surety was to be accompanied by the surrender of the share certificate each appellant company held with Pelhams Limited. Chidawu was also obliged to surrender the said share certificates in negotiable form to Shah or his nominees by 10 March 2011 in the event that repayment of the loan would not have been effected by that date. On 9 February 2011, Chidawu handed over the shares certificates and executed the necessary transfer documents. Chidawu was unable to pay the loan by due date. Through his legal practitioners, Messrs Atherstone & Cook, Shah called up the loan and by letter dated 11 March 2011 threatened to liquidate the security in his possession. On 18 March 2011, Messrs Honey & Blanckenberg on behalf of Chidawu, responded to the threat as follows: “We act for the above named Oliver Chidawu who has instructed us to respond to your letter dated 11 March 2011.
SC-12-13CHIDAWU%20%26%20OTHERS%20VS%20SHA%20%26%20OTHERS.docx