CIVIL APPEAL NO. 55 OF 1993
KING WOC’LEN MT.LLS LTD Ec-sz•rrter ly
MANCHESTER FJJITIUG DIVISIC)N 1ST APPELLANT
GALOT INDUSTRIES LTr.s . 2ND APPELLANT
M/S KAPLAN RESPONDENT
( Appeal £r•nrtl ling. a-nrJ c=rdsžr• the High Court of
Kenya at Na Just i q-:e Rh I s-Js ) dated 25th
February. 199.3 ,
The appellants. the Manoheat.er Outfitters Sui ting Ltd. anc
Galot Industries. ars ) imi ted liability ec,mpanieg incorporatec and registered in Kenya and earryin±, on the busi nesses of manufacturing c: and d 5W*lopers respee. tively. The former id t ary e-.omþ.qtiv Of latter he reinafter
collectively -referred t.o as ‘ the where the et-%nt.ext. so
regui res . F. •mjnžnt firm of advocates
practicing law it: and in Nairobi.
The 1 •ät. appellant’. neã.ot.ia teda loan from the
Standard Merchant Pank Ltd, (The London ) through the East
Afr.ic.a Acceptances Ltd; ano ther e.omg•an.v i ted in Kenya
(Tha . to the. c.ane of . 3 million Lieu t.sche Harks and
1.05 million Swiss The I nan was guaranteed
lenders” where t reQ’-! names D f
appel lant and the appear to have changed but
El-it-ns on this.
The respondents were in itia.l I y reta ined ta act London Bank and the Acceptan ces dux ina the negotiations preparation of the loan agreement and seci-!rity documents.
as ‘I t F
for th and
The• 1st appel lant wrote to the • respondents on 9th October
1981, as fol lows: —
“M/S Kaplan Stratton
P.O. Box 40111
ATTN; MR. J.M. K.IBUCHI
Gen t I emen
We have negotiated a med i Lim term lo’an for Shs. 12.00 mi I I ion , from Standard Chartered Bank , ( Merchan t Bank. ing Division ) through East can Acceptances Ltd, Nairobi.
The loan is secured against an unconditioned guarantee from East African Acceptances Ltd (EAA) . In turn have agreed to a fir-st legal charge on our property at A thi Ri ver- and a Deben ture an the Assets of the company in favnutr of East African Acceptances Ltd.
The I oan documents fram Stkndard Chartered P.anh have now been received by East African Acceptances and they will shortly be instructing their advocates to draw the I egal charge and debenture. As y DI-I. are aware, the property in question is plot No. 2, of the land at Athi River • Since the main title and Sub—titles are under registration. would request you to confirm to East African Acceptances Ltd, as under.
1 . That you are acting on behalf through
|Galat Industries Ltd in||matter of|
|transfer end registrëtion piece of land.||titles this|
That you d be issuinQ a professional undertaking to s’.u-render the title pertain ina to plot 2, to East African Acceptances, upon receipt of the as to register the legal charge as mzntioned above.
Throt-tgh this letter, we reqžtest yat-( to isst-te the letter of undertaking t ha t d obtain the disbursement of loan at the earl i25t,
We understand that your firm would also be acting on behalf of East African Acceptances Ltd, and the I Dan documen tation be inq fo rwarded by them far lea al opinion, We v’f2t-y mutch appreciate, if could clear the documents on our behalf a ISD and advice us accord ingly.
MANCHESTER OUTFITTERS SUITING DIVISION LIMITED
SIGNED17 CIVIL APPEAL NO. 55 OF 1993-1-2