Stratus Capital Partners has secured a major victory in a High Court dispute involving a US$5 million Treasury Bill after National Building Society (NBS) was found to have deliberately failed to comply with a court order.
Justice Faith Mushure ruled that NBS was in contempt and ordered the building society to pay a US$10,000 fine to the Registrar within seven days.
The court also ordered NBS to meet Stratus Capital’s legal costs on the punitive legal practitioner-and-client scale.
The dispute centres on a Treasury Bill issued by the Government in December 2023 with a maturity value of US$5 million.
Stratus Capital had sold the security to ADC Capital, but the transaction later fell apart.
In September 2025, Justice Mushure terminated the deal and ordered that the Treasury Bill be returned to Stratus.
ADC Capital did not comply with the order, and the security was subsequently traced to NBS.
NBS refused to surrender the Treasury Bill, arguing that the original case had been between Stratus and ADC Capital and that the building society had not been a party to those proceedings.
NBS also maintained that it had acquired the Treasury Bill for value and in good faith, without knowing of any problem with ADC Capital’s ownership.
However, Justice Mushure rejected those arguments.
The judge noted that the original court order had specifically been worded to cover ADC Capital and anyone holding or claiming the Treasury Bill through the company.
According to the judgment, that wording was intended to address the fact that ADC Capital had not disclosed the whereabouts of the security.
The court therefore found that NBS could not avoid the order simply because it had not been joined to the original proceedings.
NBS had also argued that it was entitled to protection as a holder in due course.
Justice Mushure rejected that position, finding that although Treasury Bills are negotiable instruments, they are not bills of exchange and therefore the relevant protections under the Bills of Exchange Act did not apply.
The court also raised concerns over the documentation presented by NBS to support its claim to the Treasury Bill.
NBS relied on a Memorandum of Agreement involving itself, ADC Capital and OK Zimbabwe.
However, OK Zimbabwe had not signed the agreement.
The judge noted that the agreement provided that it would only become effective after the last party had signed it.
Justice Mushure consequently found that the required condition had not been fulfilled and concluded that there was no valid contract.
The court also questioned why NBS had not produced the official Central Securities Depository record, which could have provided evidence of its alleged ownership of the Treasury Bill.
Instead, NBS relied on documents including an offer letter, bank statements and an incomplete agreement.
The judge found that NBS had failed to establish that it held the Treasury Bill independently of ADC Capital.
The contempt proceedings then became central to the case.
NBS acknowledged receiving the court order but admitted that it had refused to comply, arguing that it believed the order did not apply to the building society.
The court rejected that explanation, holding that a party cannot simply disregard a court order based on its own interpretation of its meaning.
Justice Mushure found that NBS’s refusal to comply was deliberate and amounted to wilful disobedience of the court order.
The judge further found that the conduct demonstrated bad faith.
NBS has now been ordered to pay the US$10,000 fine within seven days and cover Stratus Capital’s legal costs on a punitive scale.
However, the court declined to use the contempt proceedings to alter or extend the original order, emphasising that contempt proceedings are intended to enforce an existing court order rather than create a new one.