Online Reporter
Fidelis Munyoro
Chief Court Reporter
STRATUS Capital Partners has won a major courtroom victory in its battle for a US$5 million Treasury Bill, with the High Court finding National Building Society (NBS) in contempt and ordering it to pay a US$10 000 fine.
In a stinging judgment, Justice Faith Mushure found that NBS knew exactly what the court had ordered but deliberately chose not to comply, rejecting the building society’s claim that it had acquired the Government security independently and in good faith.
The judge said NBS’s conduct amounted to a willful defiance of a binding court order, declaring: “I find that the first respondent’s refusal to comply with the order was deliberate.” She went further, saying the conduct “not only demonstrates that it willfully disobeyed a court order but that it also acted mala fide”.
The ruling brings a dramatic turn to a dispute involving a Treasury Bill issued by the Government in December 2023 and carrying a maturity value of US$5 million.
Stratus had sold the Treasury Bill to ADC Capital, but the deal subsequently collapsed. In September 2025, Justice Mushure terminated the transaction and confirmed Stratus’s right to have the security returned.
ADC Capital did not comply.
The Treasury Bill was later traced to NBS, which refused to surrender it despite being served with the court order.
NBS fought back, arguing that the original judgment was between Stratus and ADC Capital and could not bind a third party that had never been joined to the proceedings.
It also claimed that it had acquired the Treasury Bill for value, in good faith and without knowledge of any defect in ADC Capital’s title.
Justice Mushure rejected the argument.
The judge found that the original order was deliberately framed to cover not only ADC Capital but “any persons holding and/or claiming the Treasury Bill through” it.
That wording, the court held, was designed precisely because ADC Capital had refused to disclose where the security had gone.
Justice Mushure said it was therefore wrong for NBS to argue that the order could not reach it simply because it had not been joined to the original proceedings.
The court also dismantled NBS’s claim that it was a protected “holder in due course”.
Although Treasury Bills are negotiable financial instruments, Justice Mushure held that they are not bills of exchange and therefore the protections relied upon by NBS under the Bills of Exchange Act did not apply.
But it was the paperwork surrounding the transaction that proved particularly damaging to NBS’s case.
The building society relied on a Memorandum of Agreement involving NBS, ADC Capital and OK Zimbabwe to demonstrate the basis of the transaction.
Yet OK Zimbabwe had never signed the agreement.
The judge noted that the agreement expressly stated that it would take effect only upon the signature of the last party.
“There is therefore a fatal failure to comply with a mandatory requirement of the contract,” Justice Mushure ruled. “In short, there was no contract at all.”
The court also questioned why NBS had failed to produce the official Central Securities Depository record which, by its own account, would have provided direct evidence of its alleged ownership.
Instead, the court was presented with an offer letter, bank statements and an incomplete agreement.
“Surely, if the transaction was done in good faith and for value,” the judge said, the CSD record should have provided “conclusive proof of the acquisition of the Treasury Bill”.
Justice Mushure concluded that NBS had failed to substantiate its claim that it held the Treasury Bill independently of ADC Capital.
“At best, the first respondent is holding or claiming the Treasury Bill through the second respondent,” she found.
The contempt issue then became decisive.
NBS admitted it had been served with the order and had refused to comply. Its defence was that it believed the order did not apply to it and that its lawyers had supported that interpretation.
The judge rejected that reasoning, saying NBS had effectively made up its mind before seeking a legal opinion.
“If a party could disregard an extant court order because it had adopted an incorrect interpretation of it, obedience to court orders would become optional and the administration of justice would be undermined,” Justice Mushure said.
NBS must now pay US$10 000 to the Registrar within seven days and meet Stratus Capital’s costs on the punitive legal practitioner-and-client scale.
The court declined, however, to use the contempt proceedings to rewrite or expand the original order, stressing that contempt proceedings exist to enforce an existing court order.
