The Commercial Division of the Accra High Court has ruled in favour of Ghanaian real estate developer Blue Rose Ltd in a long-standing legal battle against Pan-African housing finance institution, The Company for Habitat and Housing.
The case revolved around the institution’s failure to disburse a $5.2 million loan facility under a 2016 agreement intended to fund a large-scale housing development.
Presiding over the case, His Lordship Justice Samuel Djanie Kotey delivered judgment on Thursday, July 24, 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 dispute originated from a loan agreement signed between Blue Rose Ltd and The Company for Habitat and Housing on December 15, 2016.
The agreement stipulated that the defendant would provide $5.2 million, approximately 64% of the total cost of constructing 170 housing units in Ghana, while Blue Rose Ltd would contribute the remaining $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 36.83%.
Under the terms, disbursement of the loan was contingent upon Blue Rose Ltd 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.
In his judgment, Justice Kotey emphasised that the evidence showed Blue Rose Ltd had indeed met the relevant conditions for the first disbursement as of August 2017, referencing exhibits presented 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 the plaintiff was justified in repudiating the agreement.
“This constituted a breach of the contract by the defendant,” the judge noted. “The letter of repudiation by the plaintiff was therefore justified owing to the conduct of the defendant in breach of the agreement.”
The plaintiff had sought over $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 several 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 partial special damages, the court also awarded Blue Rose Ltd general damages of GH¢ 500,000 for the breach of contract.
It cited a 2011 Supreme Court precedent (Tema Oil Refinery v. African Automobile Ltd) in affirming that such damages must account for both foreseeable losses and those reasonably contemplated by the parties at the time of contracting.
Justice Kotey stated that the damages should “erode the effect of the breach… particularly to the plaintiff’s projected sales and financial obligations incurred under the contract.” The court also ordered the defendant to pay costs of GH¢100,000 to the plaintiff.
Blue Rose Ltd was represented by legal counsel Anthony Parker-Allotey, with Robert Pappoe holding the brief of Alfred Bannerman Williams Jnr for the plaintiff.
The defendant’s legal team, comprising Esther Ofosuhene and Kwadwo Ohene Boakye, held the brief of Benjamin Kpakpo Sackar. The defendant, The Company for Habitat and Housing, was absent at the final judgment.
