AGRICARE COMPANY LIMITED v. CHICKS & CHICKEN SERVICES LIMITED & ANOR

Dr. Richmond Osei-Hwere, J delivered a ruling grounded in the corporate personality doctrine. The court reiterated, with reference to Salomon v Salomon and the Companies Act, 1963 (Act 179), that a company is distinct from its shareholders and officers and that acts of its managing director are treated as acts of the company. The 2nd defendant/applicant, the Managing Director of the 1st defendant company, had written Exhibit A1 on company letterhead, assuring prompt payment to the respondent after supplies and settlement of outstanding debt. The respondent sued both the company and the managing director, arguing the assurances amounted to a personal guarantee. The court found Exhibit A1 reflected assurances made in the applicant’s official capacity, not a personal undertaking, and noted no pleading or proof of fraud or wilful misconduct justifying veil-lifting under Morkor v Kuma. Concluding the proper defendant was the company, the court granted the application and struck out the applicant from the suit, with no order as to costs.