Ugandan Lawyer and Businessman Charles Odere Appeals USD400,000 Arena Mall Ruling

What began as a claim over a USD 400,000 shareholder loan has evolved into a complex legal battle that cuts across project finance, shareholder rights, and cross-border dispute resolution.

At its core, the case now pits Charles Odere, the subordinated lender seeking repayment, against a consortium of banks and investors insisting that the dispute belongs in arbitration—raising fundamental questions about when courts should intervene in commercially structured agreements and how far arbitration clauses can extend in multi-party disputes.

Kampala lawyer and businessman Charles Odere has escalated the Arena Mall dispute to the Court of Appeal, challenging a High Court decision that referred the matter to arbitration, and arguing that the core financial claim at the centre of the case had already been substantially settled.

The appeal introduces a new dimension to what initially appeared to be a straightforward commercial dispute over a USD 400,000 (approximately UGX 1.44 billion) shareholder loan advanced by Charles Odere to the Arena Mall project.

Instead, Odere now contends that by the time the High Court ruled in December 2025 to refer the matter to arbitration, the dispute had already evolved beyond the question of repayment, leaving only legal costs and jurisdictional issues for determination.

According to papers seen by this publication, by the time the High Court ruled on December 24, 2025, Stanbic Bank had already, in a Waiver and Consent Letter dated September 11, 2025, addressed to Odere in his capacity as a subordinated creditor and guarantor within the project’s financing framework, approved a structured pathway for repayment of the disputed amount.

The approval was issued by Stanbic Bank Uganda in its role as Facility Agent on behalf of lenders, together with other parties to the Arena Mall financing structure.

In a Memorandum of Appeal dated March 16, 2026, Odere states that: “The substantive claim relating to the refund of USD 400,000 had been substantially satisfied by Stanbic Bank, Stanlib, and Chestnut, leaving only the issue of costs…”

Why Odere Sued a Project He Belongs To

At the heart of the Arena Mall dispute is a paradox: Charles Odere is not an outsider—but a shareholder in the very project he sued.

Odere initially filed High Court Civil Suit No. 963 of 2025 against Stanlib Arena Holdco and Chestnut Uganda Limited, the core shareholders and project company behind Arena Mall.

However, he later amended his claim to bring in additional parties—including Stanbic Bank Uganda, Standard Bank of South Africa, and other Stanlib-linked entities—effectively transforming the matter into a complex, multi-party commercial dispute.

The project itself is governed by a Share Purchase, Subscription and Shareholders Agreement (SSA) signed in 2016 and subsequently amended, which defines the rights and obligations of the parties involved in the Arena Mall development.

Despite this shared ownership structure, Odere moved to court in August 2025, with summons served on August 25, 2025, seeking recovery of a USD 400,000 shareholder loan, together with contractual and default interest.

This is because his role in the project is dual—both as a shareholder, forming part of the ownership structure, and as a subordinated creditor, effectively acting as a lender to the project company. It is this second role that triggered the dispute.

Subordinated debt sits below senior bank financing—typically loans provided by primary lenders such as Stanbic Bank and other financial institutions—meaning Odere could only be repaid after those lenders had been settled and usually with their consent.

While court documents do not disclose the total financing of the Arena Mall project or the timelines for repayment, they confirm that Odere’s loan was subordinated to senior funding from institutions including Stanbic Bank and Standard Bank. In practical terms, this meant his repayment depended on lender approval and the financial position of the project.

Odere argued before the court that his claim was not a complex shareholder dispute, but a straightforward debt recovery matter, stating that the loan had been “expressly acknowledged and partially paid.”

He maintained that liability had already arisen and that the court had jurisdiction to enforce repayment, particularly where statutory rights and shareholder protections were involved.

Following the filing of High Court Civil Suit No. 963 of 2025, however, the defendants—Stanlib Arena Holdco, Chestnut Uganda Limited, Stanlib Africa Direct Property Fund Limited, Liberty Group Property Development (Proprietary) Limited, Stanlib Property Development Proprietary Limited, Stanbic Bank Uganda Limited, and Standard Bank (SA) Limited—mounted a coordinated legal response, filing multiple applications seeking to halt the proceedings, refer the dispute to arbitration, and challenge the court’s jurisdiction.

These included applications to stay the suit, strike out the amended plaint, and contest the court’s authority to hear the matter.

The defendants—including Stanbic Bank and Stanlib entities—argued that the claim arose directly from the shareholders’ agreement and therefore fell within a binding arbitration clause, requiring all disputes to be resolved outside court.

Parallel Path: Consent for Repayment

Even as litigation progressed, a parallel financial process was underway.

On September 11, 2025, lenders led by Stanbic Bank Uganda issued a Waiver and Consent Letter, approving a structured pathway for repayment of part of the subordinated debt. In the letter, Stanbic—acting as Facility Agent—confirmed that lenders had agreed to allow repayment, subject to conditions.

Crucially, this approval did not create a fresh obligation, but authorised Chestnut Uganda Limited to proceed with repayment, up to USD 400,000.

This created the central tension in the case: a loan that had been acknowledged and partially paid, a repayment pathway approved by lenders, yet litigation still actively pursued.

High Court Declines Jurisdiction

Despite the existence of this repayment framework, the High Court proceeded to determine the jurisdictional question.

In her ruling delivered on December 24, 2025, Acting Justice Susan Odongo agreed with the applicants.

The court held that the arbitration clause in the SSA was valid and binding, that the dispute fell within its scope, and that the High Court’s jurisdiction was therefore limited by the parties’ agreement.

The judge emphasised that arbitration reflects party autonomy, and that courts must respect agreements to resolve disputes outside the judicial system.

She further upheld an exclusive jurisdiction clause in the facility agreement, directing that certain disputes be pursued in the courts of England.

Appeal Reopens the Debate

Odere’s appeal now challenges the High Court’s decision on both factual and legal grounds, seeking to reframe the dispute from a contractual disagreement into a question of judicial propriety and procedural fairness.

At the centre of his argument is the claim that the High Court failed to recognise a critical shift in the nature of the dispute—that by the time the matter was referred to arbitration, the substantive claim for USD 400,000 had already been substantially satisfied, leaving only residual issues such as legal costs.

He further disputes the blanket application of the arbitration clause, arguing that not all parties to the suit were signatories to the Share Purchase, Subscription and Shareholders Agreement (SSA), and therefore could not be compelled into arbitration under its terms.

This raises broader concerns about the limits of arbitration clauses in multi-party disputes, particularly where different parties are bound by different contractual frameworks.

At its core, the appeal raises a critical legal question: can a dispute that has effectively narrowed to ancillary issues such as costs still be compelled into arbitration, or does it revert to the jurisdiction of the courts?

The outcome could have significant implications beyond the Arena Mall project.

It may shape how Ugandan courts interpret arbitration clauses in complex commercial arrangements, especially in cases where disputes evolve over time—from substantive financial claims to procedural or residual matters.

It also touches on a deeper tension in modern commercial law: the balance between party autonomy in choosing arbitration and the court’s role in administering justice, particularly where statutory rights, shareholder protections, or non-signatory parties are involved.