The commercial division of the Accra High Court has ordered pan-African housing finance institution, Shelter Afrique Development Bank (ShafDB) headquartered in Nairobi, Kenya, to pay over US$ 1 million (about Ksh 130 million) to Ghanaian developer Blue Rose Limited. The court established that that the lender failed to release funds for a housing project despite the developer meeting all the pre-loan conditions.
The court ruled in favour of Ghanaian real estate developer Blue Rose Ltd, owned by Eric Ebo Acquah, in a drawnout legal battle against Shelter Afrique over failure to disburse a US$ 5.2 million (Ksh 670 million) loan facility under a 2016 agreement intended to fund a large-scale affordable housing development in Ghana.
Presiding over the case, Justice Samuel Djanie Kotey delivered judgement on Thursday 24th July, 2025, finding that the defendant breached the terms of the contract by unjustifiably withholding the loan, despite the plaintiff satisfying all pre-disbursement conditions required under the agreement.
The agreement stipulated that the defendant would provide approximately 64% of the total cost of constructing 170 units in Ghana, while Blue Rose Ltd would contribute the remaining US$ 2.9 million, 36%. A subsequent amendment in October 2017 slightly altered the equity ratio, with the defendant’s contribution reducing to 63.17%, and the plaintiff’s increasing to 38.83%.
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Under the terms, the disbursement of the loan was contingent upon Blue Rose injecting its equity contribution into the project, a condition that had to be verified on-site by the defendant. Although all other pre-disbursement conditions were reportedly fulfilled by the plaintiff, the defendant insisted that this particular requirement had not been met, thereby stalling the release of the funds.
Shelter Afrique argued that Blue Rose Ltd did not abide by the terms of the agreement to satisfy the pre-disbursement conditions within the agreed period. However, in his ruling Justice Kotey noted that, “from the evidence adduced, the court established that Blue Rose had fully met the pre-disbursement conditions within the time required under the facility agreement, and that there was a failure to disburse the loan.”
Justice Kotey said as per the pre-loan conditions, Blue Rose injected its equity contribution into the project onsite. “However, the loan was not disbursed and the project did not kick off as was expected.” The judgement emphasised that the evidence showed Blue Rose Ltd had indeed met the pre-loan conditions for the first disbursement as of August 2017, referencing various exhibits presented before court during the trial.
He observed that the defendant’s prolonged delay, amounting to 17 months, significantly eroded the value of the contract’s 36-month moratorium period and that Blue Rose Ltd was justified in repudiating the agreement. This constituted a breach of the contract by the defendant, Justice Kotey noted in his judgement. “The letter of repudiation by the plaintiff was therefore justified owing to the conduct of the defendant in breach of the agreement.”
Through Blue Rose Ltd, Eric Ebo Acquah sought over US$ 1.1 million in special damages for expenses incurred due to the defendant’s non-performance. While the court did not uphold the full amount, it validated specific costs related to the loan transaction, including legal fees, appraisal fees, commitment charges, and front-end fees.
These were backed by documentary evidence, including various bank transfers and official payment receipts.
In addition to special damages, the court also awarded Blue Rose Ltd general damages of GHS500,000 (US$47,388.71) for the breach of contract, and ordered the defendant to pay GHS100,000 (US$9,477.74) to the plaintiff.
Justice Kotey stated that the damages should “erode the effect of breach… particularly to the plaintiff’s projected sales and financial obligations incurred under the contract.”
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