QB-2022-000681 - [2025] EWHC 2744 (KB)

The claim

Stacey J helpfully summarised the underlying dispute in the claim at [2] – [5] of her judgment:

“The claimant (“Craft”) is a Cameroonian company with two shareholders: a majority shareholder (Mr Mathurin Jidouc Kamdem (“Mr Kamdem”) owner of either 51% or 75% of its shares (the amount is in dispute between the parties) and a minority shareholder, Mr Valère Tchumtchoua Tohouo (“Mr Tchumtchoua”) who holds either a 49% or 25% shareholding, depending on whose evidence is preferred.

The defendants (collectively “Actis”) are a group of companies involved in global investment in sustainable infrastructure and a London based private equity fund, the Africa Real Estate Fund 3 (the colloquial term used to refer to the Second, Third and

Fourth Defendants). In its particulars of claim Craft claims damages from Actis for breach of contract, procuring breach of contract, unlawful means conspiracy and fraud

relating to a joint venture for a development project in the capital of Cameroon, Douala (“the Douala Mall”).

It is said that in November 2015 the First and Sixth Defendants caused the Second and Third Defendants to sign a Letter of Intent with Craft (“the LOI”) to establish a joint venture concerning the purchase of land in Douala for the development of Douala Mall which is a shopping mall, business and leisure complex. Craft had obtained a “Promesse de Vente” (option to purchase) the land for the development of Douala Mall with a deposit of approximately $500,000 paid by Mr Tchumtchoua. But instead of forming a joint venture with Craft, Actis formed a joint venture with a company or group of companies wholly owned by Mr Kamdem, MatK Limited, and other companies which had acquired the Promesse de Vente from Craft. Whether and the extent to which any consideration was paid to Craft is in dispute. The land was subsequently purchased and developed without any involvement of the Claimant or Mr Tchumtchoua, although he has received at least some of the deposit money he had

put up for the Promesse de Vente back from Craft. The Douala Mall opened in 2020.

Subsequently Mr Tchumtchoua arranged for the appointment of a provisional administrator over Craft, Mr Hiob, in order to bring an action against the defendants who are English entities in the courts of England and Wales.”

As noted earlier, the essential basis for the Claimant’s applications under CPR 3.1.7 was that the Defendants had disclosed on 1 May 2025 a notarised letter accompanying a deed dated 15 October 2015 which the Claimant argued demonstrated that the Promesse de Vente (“PdV”) had been extended until 15 December 2015. That was said to have led to the Defendants withdrawing their non-admission as to the validity of the extension of the PdV.

The Defendants pleaded position in relation to the PdV was as follows.

In their Defence at [32] the Defendants aver that their understanding in or by mid-December 2015 was that:

the Promesse de Vente to which Craft was party had been extended so as to expire on 15 December 2015;

on 11 December 2015, Craft (acting by MJK) renounced the Promesse de Vente in favour of DRCC; and

MJK had authority to cause Craft to renounce the Promesse de Vente.”

The Defendants pleaded position in respect of the validity of the extension of the PdV was set out in their Defence as a non-admission. That non-admission was in response to paragraph 26 of the Particulars of Claim where the Claimant alleged that there was a breach of an implied contract between the Claimant and the Defendants:

The Claimant contends that the breach occurred on 18 March 2016 when the land was bought by DRCC instead of Craft. The Defendants used deception and fraud to oust Craft. The Claimant was made aware of the fraud in or about June 2019 when it requested a copy of the certificate of ownership for the subject land from the Cameroonian Land Registry. The Claimant relies on this date for limitation purposes.”

At paragraph 44 of the Defence, the Defendants stated:

As to paragraph 26:

It is in the premises denied that there was any binding contract between Craft

and any of the Defendants.

If, which is denied, there was a binding contract between AAREF3 and Craft on

the terms of the LOI, it is denied that AAREF3 was in breach of such contract.

Without prejudice to the generality of that denial:

The Defendants do not know (and make no admission as to) whether the Promesse de Vente had in fact (as MJK represented at the time) been validly extended. Pursuant to Cameroon law, a Promesse de Vente and any extension thereof must be drawn up in notarial form, under penalty of nullity. The Defendants do not know whether an agreement validly extending the Promesse de Vente was drawn up in notarial form.

If, which is not admitted, the Promesse de Vente had been validly extended, then on or about 11 December 2015, Craft (by MJK, who had actual and/or ostensible authority to do so on behalf of Craft) disclaimed its interest in the Promesse de Vente in favour of DRCC. Craft thereby put it out of its power to perform its contract with AAREF3 and abandoned its contract; alternatively it repudiated and/or renounced its contract. AAREF3 accepted Craft’s conduct and breach as bringing the contract to an end by causing Actis Douala to enter into the SSA.

Further or alternatively (and whether or not the Promesse de Vente had

been validly extended), in order to perform its obligations to AAREF3 under the LOI, Craft was required first to purchase the Land from the Epoupa Family. In order to do that, Craft needed to raise funds, since it had no sufficient funds of its own. Craft had failed to raise any funds and was thus unable to perform its obligations to AAREF3 under the LOI. By its conduct, Craft was in anticipatory breach of contract and/or had renounced the contract and/or had rendered the contract impossible of performance by Craft. AAREF3 accepted Craft’s conduct and breach as bringing the contract to an end by causing Actis Douala to enter into the SSA.

Save that it is admitted that Craft owns no shares in Happy Exchange Limited (whether the Guernsey or the Mauritius company), paragraph 26 is denied.”