JUDGMENT

PROF. MENSA-BONSU JSC :

This is an appeal to the Supreme Court that emanated from the judgment of the Court of Appeal dated 28th day of April,2022.

Facts and background

The plaintiff /respondent-bank (herein referred to simply as ‘respondent’) entered into an agreement with the 1st defendant-appellant/appellant (also herein referred to as ‘appellant’) for a loan facility sometime in 2007. Sometime in 2008, the Customs Excise and Preventive Service (CEPS) and the Ghana Ports & Harbours Authority (GPHA), being regulatory bodies managing the Port, granted a licence to the 1st appellant to operate the Inland Container Depot at the Tema Port. Under the licence agreement, the 1st appellant was required to have a banking facility at its premises to collect its revenue as well as Government of Ghana revenue from the operations of the container depot.

By a Supplementary Loan agreement dated the 27th day of May, 2010, the respondent granted and disbursed in favour of the 1st appellant a supplementary loan facility of GHC 137,637.43 to enable the 1st appellant undertake additional ground works for upgrading its container terminal in the Port at Tema Harbour. The main and supplementary loans were to be consolidated and the terms of repayment agreed upon. Under clause III(3iii) of the supplementary NIB Term Loan facility, it was agreed that

the NIB supplementary term loan of GHC 137,637.43 shall be consolidated with the capitalized principal of the existing NIB/SNNIT Term Loan of GHC 584,444.63 and interest thereon on the date of first disbursement of the supplementary NIB Term Loan facility, “the NIB Supplementary term loan of GHC 137,637.43 shall be consolidated with the capitalized principal of the existing NIB/SNNIT Term Loan of GHC 584,444.63 and interest thereon on the date of first disbursement of the supplementary NIB Term Loan .

Further, under clause 6 of the supplementary NIB Term Loan facility, interest was payable on the loan at 24% per annum provided that the rate shall be adjustable from time to time by the respondent. The supplementary loan further provided under clause 7(i) that the consolidated loan was repayable by monthly installments over a period of 36 months, including 6 months’ moratorium on the principal repayment and interest commencing from the date of first disbursement of the supplementary loan with interest accruing on the consolidated loan during the 6 months’ moratorium being capitalize