Justicia Shipena
The High Court has dismissed an application by Seaflower Whitefish Corporation Ltd to force further disclosure of documents in its loan dispute with Spanish company Copemar.
The court ruled that the documents sought are not relevant to the case before the court.
Copemar is suing Seaflower for more than N$53.9 million under a written loan agreement signed in November 2019.
It claims it advanced N$51 million to Seaflower to help fund the construction of the fishing vessel MFV Olupale and that the amount, together with interest and currency compensation, became payable in July 2021.
Seaflower denies liability. It argues that the loan agreement was not properly authorised and that Copemar failed to meet its obligations under it.
In the interlocutory application, Seaflower asked the court to compel Copemar to disclose documents linked to separate legal proceedings in Spain.
These included records relating to the seizure and sale of shares in a vessel-owning company and documents linked to a third party, Venatici Europe S.L., which Seaflower claims is connected to Copemar.
Seaflower argued that the Spanish enforcement proceedings resulted in Copemar indirectly gaining control of the vessel funded by the loan and such actions should prevent Copemar from recovering the loan amount. It said the documents were needed to support a possible amendment to its defence.
The court rejected the application and found that the documents had no bearing on the issues defined in the pleadings.
“The defendant has the onus to show that the documents are relevant to the issues on the pleadings as they stand and not extraneous therefrom,” said a recent judgement by acting High Court judge Natasha Bassingthwaighte.
Bassingthwaighte said the dispute before the court is narrow and focuses on whether the loan agreement was authorised, whether payment was made, whether Seaflower is bound by the agreement and whether it breached the agreement.
“The facts relating to the Spanish enforcement proceedings… are not mentioned in the pleadings, nor are there any issues identified in the pre-trial order which bear any relevance to such facts.”
The court noted that although Seaflower suggested it might amend its plea, no amendment had been made.
“The court can only consider the pleadings as they stand in determining relevance.”
Bassingthwaighte also rejected the claim that public interest justified compelling discovery, despite Seaflower’s links to a state-owned entity.
“The admission of irrelevant evidence will divert the focus from the real issues between the parties and will unnecessarily prolong the finalisation of a matter. Such an outcome cannot be in the public interest,” she ruled.
Broken business bond
The court further held that even if Copemar were linked to Venatici, this would not automatically free Seaflower from its obligations under the loan agreement.
“I can thus not see the relevance of the documents sought by the defendant to the issues between the parties as matters currently stand,” the judge said.
The case has been postponed to 3 February 2026 for a status hearing.
Copemar first approached the High Court in 2023 to recover the loan from Seaflower, a subsidiary of Fishcor.
It is claiming payment of N$53.8 million calculated as due on 1 June 2022, together with further amounts adjusted for currency compensation.
It also seeks interest at the prescribed rate from 1 June 2022 until final payment, as well as costs of suit and further relief.
Seaflower and Copemar are partners in a joint venture company, Seacope.
Seaflower, which is majority owned by the National Fishing Corporation of Namibia (Fishcor), holds 51% in Seacope, while Copemar owns 49%.
In June 2019, the partners agreed to buy a freezer trawler vessel.
Copemar later provided additional funding in the form of a loan after financial difficulties emerged. The vessel was named the Olupale.
On 21 November 2019, Copemar SA, represented by Alfredo de Calatayud Ojeda and Jose Ramon Perez Ojeda, and Seaflower Whitefish, represented by former Fishcor chief executive and fishrot accused Mike Nghipunya, entered into a written loan agreement for N$51 million.
The loan was intended to meet capital commitments linked to the construction of the vessel.
An addendum signed on 22 November 2019 provided for currency compensation to protect the euro value of the loan.
The exchange rate at the time was N$16.67 to the euro. The agreement was aimed at ensuring repayment equivalent to 3.06 million euros at the applicable exchange rate.
