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CIVIL APPEAL NO. 55 OF 1993

IN THEAFF;F.A.L

..ïL-A..-l

PETWEEN

KING WOC’LEN MT.LLS LTD Ec-sz•rrter ly

MANCHESTER  FJJITIUG DIVISIC)N          1ST APPELLANT

GALOT INDUSTRIES LTr.^s .  2ND APPELLANT

AND

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

Ltd.referred to

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

nothin

for th and

 

The• 1st appel lant wrote to the • respondents on 9th October

1981, as fol lows: —

“M/S Kaplan Stratton

Advocates

P.O. Box 40111

NAIROBI

             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.

Yours faithfully

MANCHESTER OUTFITTERS SUITING DIVISION LIMITED

SIGNED

17 CIVIL APPEAL NO. 55 OF 1993-1-2