AMOS WEDZI v. HOTEL MAJORIE ‘Y’ LTD & ORS

BAFFOE-BONNIE JSC.

The facts leading to this appeal are fairly simple and uncontroverted. When the appellant company was formed the initial share holding structure was as follows; 60% to the 2nd Defendant Richard Yao Wedzi, 20% to plaintiff/respondent Amos Wedzi and 20% to Welbeck Wedzi (now deceased). These three persons were also the first Directors of the company, For some reasons which are not necessary for the resolution of this appeal, the 2nd defendant and Welbeck Wedzi purported toforfeit the 20% shares of the plaintiff and sold same together with the 20% shares of Welbeck Wedzi for $350,000 to the 3rd def/resp/resp, Michael Yao Monyo. The plaintiff was also removed as a director of the company and the 3rd defendant was made a Director in his stead

Aggrieved by the forfeiture of his shares and removal as director, Amos Wedzi hereafter the plaintiff, brought an action before the High court challenging the procedure for the forfeiture and sale of his 20% shares. After a lengthy trial, the court found the forfeiture of the shares and the removal of the plaintiff as director as wrongful same having been done in breach of the company regulations. The court held as follows;

“The evidence shows that the 2nd defendant sold 40% shares in the 1st defendant company to the 3rd defendant. This sale was evidenced by an agreement dated 2nd May 1997 between the 2nd defendant and the 3rd defendant and which was tendered by the plaintiff as Exhibit ‘D’. Subsequent to the acquisition of the shares the 3rd defendant was also appointed a director of the company. The 3rd defendant was later issued with a share certificate which was tendered by the 3rd defendant in evidence as Exhibit ‘1B’. Thus by the said sale and transfer of shares the 3rd defendant became a 40% shareholder whilst the 2nd defendant became a 60% shareholder. The 20% shares held by the plaintiff and their father Welbeck Kwesi Wedzi thus ceased to exist. I have earlier on in this judgment held that the purported forfeiture of the plaintiff’s share was illegal and void and that the plaintiff is still a member and shareholder of the company. I should say in passing that Welbeck Kwesi Wedzi (the father of the plaintiff and 2nd defendant) was also a 20% shareholder whose shares were affected by the said sale agreement. He is said to be deceased. The evidence shows that he died in 2004. The evidence shows that at the time of the execution of Exhibit ‘D’, Welbeck Kwesi Wedzi was present. He indeed appended