July 29, 2009
SUPREME COURT
CORAM
AI Generated Summary
This Supreme Court of Ghana case arises from a tenancy dispute and the divestiture of GIHOC Footwear Company Limited. The appellant, a limited liability company manufacturing shoulder pads, rented a cloak room from GIHOC in 1996, later erecting temporary structures with permission to house imported machinery. A renewed tenancy ran from August 2000 to December 2004, not covering the temporary structures. During this period, the Government placed GIHOC on divestiture through the DIC and its consultants Price Waterhouse Coopers; the appellant bid to purchase but later received notice that the company had been divested to Newark Commercial Capital Corporation (Czech Republic) and its tenancy would not be renewed. After the High Court awarded the appellant compensation for improvements, the Court of Appeal set aside the decision, holding DIC was not a proper defendant. The Supreme Court agreed DIC was not suable and emphasized that the Attorney-General must be named in suits against the State and that misjoinder should not defeat proceedings under Order 4 Rule 5. Substituting the Attorney-General, the Court held the appellant failed to prove unjust enrichment because the structures primarily benefited the appellant and did not enhance the property’s value, and dismissed the appeal.
BAFFOE-BONNIE,J.S.C:-
The Appellant a limited liability company involved in the business of manufacturing shoulder pads rented a purpose-built cloak room from now defunct GIHOC Footwear Company Limited, hereinafter called the Landlord, in 1996. The Tenancy agreement was to last for a period of 4 years and it could also be determined by a month’s notice to a party.
On 7th August 1997 as a result of importation of heavy machines from Germany the Appellant sought permission for the use of vacant spaces on each side of the cloak room for the installation of the machines. This permission was granted by a letter dated 15th August 1997, titled ERECTION OF TEMPORARY STRUCTURE. The fee charged for this space was Six hundred thousand cedis( page 92 of the record)
Upon the expiry of the term of tenancy, a new agreement was entered into between the Landlord and the Appellant which was to commence on the 1st of August 2000 to 31st December 2004 at a monthly rent of Three Hundred thousand cedis( page 105 of the record.) It must be pointed out the renewed tenancy was in respect of one of the Landlord’s Warehouse and did not include the temporal structure built by the Appellant.
Interestingly less than two months after renewal of the tenancy, the Landlord Company was put on divesture by the Government of Ghana its sole shareholder acting through its Agency, DIC. By a Daily Graphic publication dated Monday 25th September 2000, interested investors were invited to make offers for the acquisition of one or more of the landlord’s assets. The consultants for the divestiture Price Water House Coopers invited the Appellant by a letter dated 29th September 2000 to make bid towards the purchase of the property of the landlord company which the Appellant occupied. ( Page 89 of the record). The Appellants put in a bid but did not hear from the Respondent.( Page 4 paragraph 12 of Statement of Claim.)
The Respondent, by a letter dated the 24th of March 2004,nine full months before the expiry of the renewed tenancy, notified the Appellant that the Landlord Company has been divested to Newark Commercial Capital Corporation of the Czech Republic. Consequently their tenancy would not be renewed when it expired on the 31st of December 2004. The letter further directed the Appellant to vacate and give up possession of the warehouse by the end of their tenancy. (page 91 of the Record)
According to Appellants they wrote a letter to the Respondent company claiming compensation for the te