When Mauritius-based Afrasia Bank placed $7.5 million (Sh967.5 million) in Chase Bank Kenya in March 2016, the lender expected the money back within 31 days under a routine fixed deposit deal.
Instead, the cash disappeared into the turmoil of Chase Bank’s collapse, triggering a nearly decade-long legal battle over whether the money was ever transferred to SBM Bank after the failed lender was taken over.
Court filings, arbitration proceedings and High Court findings now reveal a fight over missing liabilities, opaque bank transfers and the legal obligations surrounding one of Kenya’s biggest bank rescues.
The dispute traces back to March 18, 2016, when Afrasia deposited $7.5 million with Chase Bank at an annual interest rate of 2.35 percent. The deposit was scheduled to mature on April 18, 2016.
However, days before the money matured, Chase Bank collapsed over massive insider lending, financial misreporting and liquidity problems that triggered panic withdrawals by depositors.
On April 7, 2016, the Central Bank of Kenya placed Chase Bank under receivership and appointed the Kenya Deposit Insurance Corporation (KDIC) as receiver manager.
The lender temporarily ceased operations before reopening weeks later under the management of Kenya Commercial Bank.
Years later, in April 2018, selected assets and liabilities of Chase Bank were transferred to SBM Bank Kenya under a rescue acquisition supervised by the CBK and KDIC. The transfer formally took effect on August 17, 2018.
That transfer became the centre of the legal dispute between Afrasia and SBM after Afrasia demanded payment of its $7.5 million deposit and accrued interest from SBM.
Afrasia argued that SBM became legally responsible for all liabilities of Chase Bank because it failed to publish mandatory notices required under the Transfer of Business Act before assuming the business.
SBM Kenya, which is also a subsidiary of a Mauritius-based financial group, disputed that claim, and its company secretary maintained throughout the legal proceedings that Afrasia’s deposit was not among the liabilities transferred to it during the acquisition of Chase Bank’s assets and liabilities.
Further, SBM said the amount ‘was not part of the assets or liabilities transferred’ during the 2018 takeover.
‘The deposit claimed by the appellant (Afrasia), being $7.5 million, was not included in the assets that were taken over by the respondent (SBM) from Chase Bank on August 17, 2018 and was accordingly not assumed by the respondent,’ said the company secretary in an affidavit.
That argument transformed the case from a routine commercial dispute into a wider battle over how failed banks are rescued and whether depositors are fully informed about what exactly changes hands during banking acquisitions.
The fight initially moved into private arbitration after the parties agreed in July 2020 to suspend High Court proceedings and refer the dispute to an arbitrator.
In April 2021, arbitrator Mwaniki Gachoka ruled in favour of SBM Bank and dismissed Afrasia’s claim for the $7.5 million deposit.
The arbitrator found that the Transfer of Business Act did not apply to the Chase-SBM transaction because the Banking Act and the KDIC Act governed the receivership and transfer process.
Arbitral award
Afrasia challenged the arbitrator’s decision before the High Court. In a judgment delivered on July 21, 2022, the High Court overturned the arbitral award and entered judgment against SBM for the entire deposit plus interest and costs.
The judge held that the arbitrator had wrongly excluded the Transfer of Business Act from the transaction.
The court ruled that the Banking Act, KDIC Act and Transfer of Business Act were complementary laws rather than conflicting statutes.
‘The applicability of the Transfer of Business Act was to protect the general public by preventing fraudulent transfers of business,’ the court said.
It further ruled that depositors and members of the public were entitled to know that only ‘certain assets and liabilities’ were being transferred from Chase Bank to SBM.
‘It is, therefore, my finding that the Transfer of Business Act was applicable in the transaction,’ the judge ruled.
The judge found that SBM failed to publish the mandatory statutory notices required under Sections 3 and 4 of the law before taking over Chase Bank’s business.
That omission became decisive. ‘The said Act provides that a transferee of business is liable for all liabilities of the transferor unless a notice is issued under the Act,’ the court said.
‘Needless to repeat, the respondent did not publish the mandatory notice under the Transfer of Business Act. I, therefore, find that the respondent is liable for all the liabilities of Chase Bank Kenya Limited, including the appellant’s claim.’
The ruling raised fundamental questions about how Kenya handled the rescue of collapsed banks and whether customers were adequately informed about which liabilities were assumed by acquiring institutions.
Read: How Mauritian lender lost Sh969m in fallen Chase Bank days to maturity
The court also rejected arguments that the Transfer of Business Act was outdated and irrelevant because it was enacted in 1930.
‘The age of the Act cannot be a reason to dismiss it,’ the High Court said, adding that Parliament had never repealed the law.
SBM challenged that judgment at the Court of Appeal and secured temporary relief in March 2023 after appellate judges suspended enforcement of the payout pending appeal.
The judges at the time found that SBM had raised arguable grounds and noted that recovering such a large amount from a foreign bank could prove difficult if the appeal later succeeded.
But SBM’s substantive appeal later collapsed on procedural grounds.
In February 2025, the Court of Appeal struck out SBM’s appeal after finding that the bank had not properly invoked the appellate court’s jurisdiction under the Arbitration Act.
SBM had failed to first obtain-or properly seek-the mandatory leave required under Section 39 of the Arbitration Act before pursuing an appeal arising from an arbitral dispute.
However, SBM returned to the Court of Appeal through an application dated October 14, 2025, seeking leave to appeal.
That effort also failed last week. In a ruling dated May 15, 2026, a three-judge bench of the Court of Appeal held that SBM again failed to anchor its application on Section 39 of the Arbitration Act, which strictly governs appeals arising from arbitral proceedings.
The court found that the bank’s advocates relied mainly on procedural provisions of the Court of Appeal Rules and even cited a non-existent rule – ‘Rule 41(b)’ – before later trying to amend it to Rule 41(1)(b).
The judges said that was not enough because the Court of Appeal rules only prescribe procedure; they do not themselves create jurisdiction.
The court specifically held that SBM failed to expressly invoke the statutory provisions that gave the Court of Appeal power to hear the matter.
Without properly invoking Section 39 of the Arbitration Act, the court said it had no legal authority to hear SBM’s appeal.
‘Without jurisdiction, the court cannot entertain any proceedings,’ the judges said, striking out SBM’s application.
The decision left the High Court’s 2022 judgment intact, with Afrasia entitled to the $7.5 million, accrued interest and legal costs unless SBM successfully moves to the Supreme Court.
The case exposed tensions between the banking rescue framework and older business transfer laws designed to protect the public from hidden liabilities and opaque corporate restructurings.
It also reopened scrutiny over the aftermath of Chase Bank’s collapse, nearly a decade after the lender went under.