The Commercial Division of the High Court of Uganda has dismissed a USD 400,000 shareholder loan recovery suit filed by businessman and lawyer Charles Odere, ruling that the matter must be resolved through arbitration in accordance with binding contractual agreements.
The decision, delivered on December 24, 2025, by Acting Lady Justice Susan Odongo, concerned Civil Suit No. 963 of 2025, in which Odere sued Stanlib Arena Holdco and Chestnut Uganda Limited seeking recovery of a shareholder loan of USD 400,000, together with contractual and default interest, arising from the Arena Mall Project.
Justice Odongo held that the High Court lacked jurisdiction to hear the matter because the dispute was subject to a valid and enforceable arbitration clause under the Share Purchase, Subscription, and Shareholders Agreement (SSA), first executed in December 2016 and subsequently amended.
The SSA provides that all disputes are to be referred to final and binding arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA), seated in Johannesburg, South Africa.
“The arbitration clause in the SSA is clear, valid, and enforceable,” Justice Odongo ruled. “Where parties have elected to remove themselves from the jurisdiction of the court into that of an arbitral tribunal, the court must give effect to that intention.”
The court also upheld a separate exclusive jurisdiction clause contained in a 2024 facility agreement between Odere and Stanbic Bank Uganda Limited, which designates the courts of England as the proper forum for disputes under that agreement.
Justice Odongo found the clause binding and enforceable, noting that Odere had not demonstrated sufficient reason to depart from it.
The Arena Mall Project is a complex joint venture governed by the SSA, under which Stanlib Arena Holdco and Charles Odere are shareholders in Chestnut Uganda Limited, the project company. Stanlib Africa Direct Property Fund Limited, incorporated in Mauritius, provided project financing.
Liberty Group Property Development (Proprietary) Limited and Stanlib Property Development (Proprietary) Limited, both South African entities, served as project and development managers.
Stanbic Bank Uganda Limited and its parent, Standard Bank (South Africa) Limited, provided separate financing under distinct facility agreements.
Odere filed his suit as a summary action seeking recovery of the shareholder loan plus interest.
However, the applicants—Stanlib Arena Holdco, Chestnut Uganda Limited, Stanlib Africa Direct Property Fund, the South African project managers, and Stanbic Bank—challenged both the procedural and substantive basis of the claim.
After being served with summons in August 2025, the first and second applicants applied to refer the dispute to arbitration, stay the suit pending a related company petition, and strike out an amended plaint filed by Odere without court leave, which sought to join additional parties.
The remaining applicants separately applied to challenge the court’s jurisdiction and set aside service of summons.
On November 3, 2025, the High Court consolidated six miscellaneous applications arising from the matter to be heard together.
The applicants argued that the dispute arose directly from the SSA and fell squarely within the arbitration clause.
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They contended that Odere was contractually obliged to arbitrate all disputes connected to the agreement, that the amended plaint was procedurally irregular, and that the High Court lacked jurisdiction over foreign entities and disputes governed by exclusive jurisdiction clauses.
Stanbic Bank Uganda and Standard Bank (SA) further emphasized the exclusive English court jurisdiction under the 2024 facility agreement.
Odere opposed the applications, arguing that his claim was a straightforward debt recovery action for an admitted shareholder loan.
He contended that statutory provisions under the Civil Procedure Act and Companies Act could not be overridden by an arbitration clause, that the dispute involved shareholder protection, minority rights, and fiduciary obligations, which he claimed were non-arbitrable, and that some applicants were not signatories to the SSA and therefore not bound by its arbitration clause.
He also characterized the applications as an attempt to delay or obstruct recovery of a lawful debt.
In a detailed ruling, Justice Odongo dismissed these arguments, noting that the arbitration clause in the SSA was valid, comprehensive, and not “pathological.”
She found that the dispute over the shareholder loan arose directly from the SSA and fell within the scope of the arbitration agreement.
She further held that shareholder disputes can validly be referred to arbitration and that Uganda’s Arbitration and Conciliation Act recognizes party autonomy and limits court intervention where parties have agreed to arbitrate.
The High Court issued the following orders: it declared that it lacked jurisdiction to entertain Civil Suit No. 963 of 2025, referred the dispute to final and binding arbitration in accordance with the SSA, dismissed Odere’s main suit, and awarded costs to the applicants.
Following publication of the ruling, Odere’s lawyers issued a public clarification one some aspects of the reporting around the case.
In a statement dated January 6, 2026, Counsel Kenneth Engoru of E&E Advocates said the court did not determine any issue of liability or indebtedness and that the decision was strictly procedural, based on jurisdiction and dispute-resolution clauses.
The clarification further stated that Charles Odere has no contractual loan arrangement with Stanbic Bank Uganda Limited, and that no loan recovery claim against him by the bank was determined by the court.
The firm added that the ruling is contested and will be appealed, and said the clarification was issued to accurately reflect its client’s legal position.
