Mr. Rajiv Shukla v St James Bank & Trust Company Ltd

Hearing dates: 16 and 17 December 2025

Approved Judgment

This judgment was handed down remotely at 10.30am on Tuesday 14 April 2026 by circulation to the parties or their representatives by e-mail and by release to the National Archives.

Mr. Nigel Cooper KC:

Introduction

This judgment concerns the Claimant's application for summary judgment and consequential relief against the Defendants in relation to a dispute under a non-recourse and securities pledge agreement dated 05 October 2023 ( “the Loan Agreement”) pursuant to which the First Defendant ( “SJB”) loaned the Claimant US$ 2,047,396.50 (“ the Loan”) secured by 1,800,000 shares in a company known as Humacyte Inc (the “Pledged Securities”).

In July 2024, SJB claimed that as a result of an event of default the Loan had become immediately due and payable. But, the Claimant says, when he tendered loan repayment, SJB refused repayment, refused to provide a redemption figure and claimed that it could seize the Pledged Securities.

SJB and the Second Defendant ( “Omega”) (the assignee of SJB's rights under the Loan Agreement) contend that the Claimant is not entitled under the terms of that Loan Agreement or in equity to redeem the Loan and that the Defendants are not obliged to cooperate in enabling repayment of the Loan.

The Claimant seeks (i) summary judgment for a declaration that SJB was in breach of contract in refusing to accept repayment of the Loan on around 12 July 2024 with damages to be assessed; (ii) an interim payment on account of damages; and (iii) an account of any profit the Defendants have made in respect of any dealings with the Pledged Securities (and unpledged shares which were returned in January 2025). The application also seeks measures to protect the position pending final quantification of the Claimant's damages.

The Defendants say that the Claimant's claims for relief are not suitable for disposal by way of summary judgment. They further say that the Loan Agreement gives the Claimant no right to require SJB to provide details of the sum required to settle the Loan ( “the Settlement Sum”) and upon payment of that sum to require SJB to transfer back to the Claimant the Pledged Securities. The Defendants say that the terms of the Loan Agreement gave the Claimant no rights of redemption and expressly provided that on an event of default, SJB were entitled to take the Pledged Securities as their own and deal with them as absolute owner. In support of this case, the Defendants say the Loan Agreement was not for a loan backed by security but was in the nature of a sale of the Pledged Securities by the Claimant to SJB combined with an option to the Claimant to repurchase equivalent securities from SJB in the events and on the terms set out in the Loan Agreement.

The Parties

The Claimant is an individual resident in Florida, USA. He is the Executive Chairman of a NASDAQ listed biotech company ( “Carmell”). The Defendants say that the Claimant is a highly experienced businessman and a financially adept individual. They describe him as having held positions as a company CEO, board director, a portfolio manager of a healthcare hedge fund, a private equity investor and a consultant. I did not understand this description to be disputed by the Claimant.

SJB is a company incorporated under the laws of The Commonwealth of The Bahamas in 1999 and carries on business as a provider of (inter alia) financial services. It is said to operate under an unrestricted banking licence issued by the Central Bank of The Bahamas.

Omega is a company incorporated under the laws of The Commonwealth of The Bahamas in mid-2023. It has purchased 100% participation in the Loan from SJB.

Background

Events leading to the Loan Agreement

On 14 September 2023, a Nathan MacDonald from a business networking and introductions agency, Keiretsu Forum, approached Carmell with an introduction to Ms. Audra Plageman from Consulting Global International. Ms. Plageman was promoting a new financial product described as a ‘unique securities lending platform’ offered by SJB.

The Claimant was interested in this potential line of credit to make personal investments.

A telephone call between the Claimant and Ms. Plageman was arranged for 16 September 2023. Ms. Plageman in turn introduced the Claimant to a Mr. Marc Wade, who could underwrite such loans through his Bahamian family office, Omega. Following some introductory discussions between the Claimant and Mr. Wade, the Claimant decided to move forward with procuring a loan from SJB.

On 25 September 2023, the Claimant and SJB entered into a Custody Agreement which would facilitate SJB holding securities on behalf of the Claimant and on 05 October 2023, the parties entered into the Loan Agreement.

The Contractual Framework

The Loan Agreement

The main terms of the Loan Agreement are as follows:

i) By Article 2.1(a), the Lender agreed to loan the Borrower the principal amount of US$3,000,000 which, by clause 2.1(b), was to be advanced in one or more Tranches at the discretion of the Lender. The advance of a Tranche was conditional on there not existing any Event of Default.

ii) By Article 2.1(c), the Borrower was to deliver the “Pledged Securities” to the Lender's account with Tavira Securities Limited (“ the Broker”).

iii) By Article 2.1(d), the Maturity Date of the Loan was to be the four-year anniversary from the initial Closing Date (i.e. the date on which the Tranche was advanced) “ or such earlier date as the Obligations may become due and payable in accordance with the terms and conditions hereof”.

iv) By Article 2.1(f), the Lender was to enter in its records details of all amounts from time to time owing, paid or prepaid by the Borrower to the Lender hereunder and as contemplated by the Loan Agreement.

v) By Article 2.1(g), all outstanding amounts of the Loan accrued interest at the 12-month Secured Overnight Financing Rate plus 2.5% per annum, with such interest being payable to the Lender on the earlier of (i) the Maturity Date and (ii) the date of occurrence of an Event of Default.

vi) By Article 2.1(i), the Borrower was to pay an upfront structure fee in an amount equal to 1.5% of the principal amount of each Tranche, to be deducted from the principal amount of such Tranche on the applicable Closing Date.

vii) By Article 2.1(j), the Borrower was to pay the Lender on a quarterly basis a facility fee of 1% of the Loan amount.

viii) By Article 2.1(k), the Borrower was to pay the Lender on a quarterly basis a custody fee of 0.25% of the value of the Pledged Securities.

ix) By Article 2.2(a):

“As general and continuing security for the due, prompt and complete performance and satisfaction of the Obligations… the Borrower hereby mortgages, pledges, charges and grants to the Lender a security interest… in an aggregate of 1,800,000 Listco Securities… the “ Pledged Securities”.”

x) By Article 2.3(b), unless and until an Event of Default occurred, the Lender was not to trade or sell the Pledged Securities, but:

“Notwithstanding the foregoing, the Lender may, at any time and from time to time, in its sole discretion, reuse, encumber, mortgage, pledge and/or hypothecate the Pledged Securities … to one or more third parties irrespective of whether or not an Event of Default has occurred…”

xi) There was no dispute that the Claimant specifically requested that a provision be included which enabled him to substitute the Pledged Securities on or after 14 ^th July 2024, so that he could recover his shares in Humacyte Inc. Accordingly, Article 2.3(e) was included, pursuant to which at any time on or after 14 ^th July 2024:

“provided that the Borrower is in compliance with the terms of this Agreement, the Borrower may request that the Lender substitute for the Pledged Securities other “freely-tradeable” securities, free and clear of any Encumbrances which traded or are quoted on a recognized stock exchange or quotation services of equal value to the Pledged Securities. Provided such securities meet the foregoing criteria, the Lender will grant such request.”

xii) Article 3.2(a) gave the Borrower a right, provided that there had not occurred an Event of Default and subject to compliance with the provisions of the Loan Agreement, to pre-pay all of the Obligations upon giving notice on the 18-month anniversary of the initial Closing Date.

xiii) Article 3.2(b) provided that:

“Within ten (10) Banking Days of full repayment of all of the Obligations to the Lender (“ Repayment”), the Lender shall return all the Pledged Securities, or an equivalent number of Listco Securities, to the Borrower (the “ Re-delivery”). The date on which the Re-delivery occurs shall be referred to as the “ Re-delivery Date”.”

xiv) Article 5.1 (“Non-Recourse”) provided:

“Notwithstanding anything else herein contained to the contrary or otherwise, the liability of the Borrower hereunder and the recourse of the Lender for payment and performance of the Obligations shall be limited to the Pledged Securities, and the Lender shall not have, under any circumstances, any right hereunder to any other assets of the Borrower.”

xv) Article 6.1, headed Events of Default, provided, “Notwithstanding any other term of this Agreement, all Obligations shall immediately become due and payable in any of the...