STANDARD CHARTERED BANK vs. CAL BANK LIMITED [2020]DLCA8877

Date	2020-05-27
Suit No.	SUIT NO. H1/122/2019
Citation No.	[2020]DLCA8877

ADJEI J.A

KWOFIE J.A

ASARE J.A

ANDREWS OBENG FOR PLAINTIFF/RESPONDENT

MCKEON A. BEFE FOR DEFENDANT/APPELLANT

[2020]DLCA8877
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													<main id="main" class="content" style="min-height: 60rem" >STANDARD CHARTERED BANK<o:p></o:p>(PLAINTIFF/RESPONDENT)<o:p></o:p>vs.<o:p></o:p>CAL BANK LIMITED<o:p></o:p>(DEFENDANT/APPELLANT)<o:p></o:p><o:p>&nbsp;</o:p>[COURT OF APPEAL, ACCRA]<o:p></o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid windowtext 1.5pt;
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SUIT NO.
H1/122/2019&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;DATE: 27TH MAY, 2020<o:p></o:p>

</div>COUNSEL:<o:p></o:p>ANDREWS
OBENG FOR PLAINTIFF/RESPONDENT<o:p></o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid windowtext 1.5pt;
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MCKEON A. BEFE FOR
DEFENDANT/APPELLANT <o:p></o:p>

</div>CORAM:<o:p></o:p>ADJEI
J.A, KWOFIE J.A, ASARE J.A<o:p></o:p><div style="mso-element:para-border-div;border-top:solid windowtext 1.5pt;
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<p class="MsoNormal" align="center" style="text-align:center;border:none;
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</div>ADJEI,J.A:<o:p></o:p>The Plaintiff sued the Defendant in the High Court, Accra for
the following reliefs:<o:p></o:p>"(a) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A
declaration that on a true and proper interpretation of the Security Sharing
Agreement, the&nbsp; Plaintiff is entitled to
a share of the proceeds from the sale of the stocks of Sucratrade.<o:p></o:p>&nbsp;(b) An order of the&nbsp; honourable&nbsp;
court, restraining the Defendant from continuing &nbsp;to receive the proceeds of the sale of the
stock.<o:p></o:p>(c) An order of the honourable court directed at the Defendant
to pay all money received from the sale of the stock into court pending the
determination of the suit.<o:p></o:p>(d) An order of accounts directed at the Defendant to account
for the sale of the stocks and for the distribution of the proceeds of sale.<o:p></o:p>&nbsp;(e)A declaration that the Plaintiff is entitled to 52% of
the proceeds of the sale of the stock of Sucratrade.<o:p></o:p>(f)&nbsp; &nbsp; &nbsp;Cost inclusive of solicitors fees”. <o:p></o:p> 
The High Court on 22nd November, 2018 gave judgement in favour of the Plaintiff
and granted all the reliefs endorsed on the Plaintiff's writ of summons. The
Defendant dissatisfied and aggrieved by the decision filed an appeal against
same to this Court. The notice of appeal filed by the Defendant on 10th
January, 2019 contained only the omnibus ground of appeal which is&nbsp;that
the judgement is against the weight of evidence on record. The main issue
before the High Court was to interpret a Security Sharing Agreement&nbsp;entered
into between the parties on 4th March, 2013. The parties seemingly executed the
Security Sharing Agreement when they were not ad idem as to its scope. The
jurisdiction of the High Court was invoked to give a true and proper
interpretation of the Security Sharing Agreement and further give effect to it.
The facts which were not in controversy were that the parties engaged in the
business of banking under the laws of Ghana. The Defendant averred that it
granted several loan facilities to Sucratrade Limited and reviewed&nbsp;them
yearly.&nbsp; The Defendant further averred that it granted another loan
facility of seven million Ghana Cedis (GH¢ 7,000,000.00) to Sucatrade Limited
in 2012 which was independent of the previous loan facilities it had granted to
Sucrade and had secured all of them with its stock. According to the Defendant,
it secured the 2012 loan facility to Sucatrade among other things with an
existing debenture over all its fixed and floating assets. There were other
loan facilities granted to Sucatrade Limited by the Defendant which were
secured by an assignment of stocks&nbsp; to be managed under a Stock Monitoring
agreement. The Defendant's position was that the debenture which formed the
basis for the subject matter in dispute which is on appeal before this Court
was created over only the fixed and floating assets of Sucatrade Limited. The
Defendant further testified that the stocks of Sucatrade was a subject matter
of debenture between Sucatrade and itself and was regulated by the Assignment
of Stocks Agreement executed on different days.<o:p></o:p> 
The Plaintiff also granted an overdraft facility of seven million six hundred
thousand cedis ( GH¢7,600,000.00) to Sucatrade Limited in 2013 to help it to
revamp its business. At the time the Plaintiff granted the overdraft facility
to Sucatrade Limited, the Defendant had secured the facility it had granted to
Sucatrade Limited in 2008 by a debenture dated 9th October, 2008 and both of
them agreed to use the same properties to secure the facility granted by the
Plaintiff. The parties herein agreed to execute a Security Sharing Agreement over
those properties. The debenture upon which the Security Sharing Agreement
related had been used to secure all assets of Sucatrade Limited both present
and future which includes its plant and machinery, equipment, fixtures and
fittings. On 4th March, 2013 the Plaintiff who had assumed risk with the
Defendant on the grant of the overdraft facility to Sucatrade Limited executed
the Security Sharing Agreement to be able to effectively coordinate their
rights, powers and remedies to the security. The Plaintiff's position was that
the Security Sharing Agreement covers every property of Sucatrade Limited while
the Defendant contends that it cover</main>