AMUANYI COMPANY LTD. v. ADAMUS RESOURCES LTD.
2013
COURT OF APPEAL
GHANA
CORAM
- MARFUL-SAU, J.A. (PRESIDING)
- ADJEI, J.A.
- ACKAH-YENSU, J.A
Areas of Law
- Contract Law
- Corporate Law
- Mining Law
2013
COURT OF APPEAL
GHANA
CORAM
AI Generated Summary
This case involves an appeal against a High Court judgment concerning a dispute over mining rights and obligations. The case revolves around a series of agreements involving Amuanyi (the original concession holder), Vauquelin Mines Limited, Semafo Ghana Limited, and Adamus. The key issues include the transfer of rights and obligations under various agreements, the interpretation of contractual terms, and the extent of corporate liability. The appellant, Adamus, challenges several findings of the trial judge, including the interpretation of who acquired rights under the joint venture agreement, who made certain payments, and whether Adamus is bound by the original agreement. The case touches on important principles of contract law, corporate law, and mining law, particularly regarding the assignment of rights in mining concessions, the corporate veil doctrine, and the interpretation of contractual terms in mining agreements. The appellate court will need to address these issues to determine the validity of the trial court's judgment.
DENNIS ADJEI, J.A.:
This is an appeal against the judgment of the High Court Sekondi dated 7th June,2010. The defendant/appellant appealed to this court per a notice of appeal filed on 27th July,2010. For the purposes of this appeal the plaintiff/respondent would be referred to as the plaintiff and the defendant/appellant as the appellant.
The brief facts of the case were that Amuanyi’s upon being granted mining concession known and called Ebi concession by the government of Ghana per a deed, it entered into a joint venture agreement with a company called Vauquelin Mines Limited (to be refereed to hereafter as Vauquelin) on 22nd February,1996.
Under the said joint venture agreement tendered into evidence as Exhibit ‘A’ , Amuanyi granted full rights to Vauquelin for the later to prospect for gold in the former’s Ebi concession without any undue interference. The consideration of this agreement was that Vauquelin was in turn required to make certain payments. In particular Vauquelin which was a foreign company based in Quebec in Canada was required to pay the sum of ¢3,000,000.00 plus $20,000.00 on the first anniversary of the execution of the agreement and a further sum of ¢3,000,000.00 plus $25,000.00 on the second anniversary of the execution of the agreement.
Vauquelin was in addition required under the agreement to spend not less than $2000, 000.00 in the exploration and exploitation programme in the Ebi concession .
Wile this joint venture agreement was subsisting between Amunayi and Vauquelin, the later entered into some arrangement with a company called Semafo Ghana Limited (to be referred as Semafo). Amuanyi alleged that by the said arrangement Semafo took over the rights and liabilities of Vaquelin. In effect Amuanyi wanted the court to believe that Semafo stepped into the shoes of Vauquelin as far as the obligations under Exhibit ‘A’, the joint venture agreement was concerned. This position of Amuanyi notwithstanding, another agreement, Exhibit ‘C’, was entered into between Amuanyi and Semafo. In effect, it appears that Amuanyi per Exhibit ‘C’ more or less re-assigned the Ebi concession to Semafo. Exhibit ‘C’ was dated 1st Septemebr, 1997.
In compliance with the terms of the joint Venture agreement, however, Semafo on or about 27th February, 1998 made the second payment referred to in paragraph 3 (a) of Exhibit ‘A’ to Amuanyi.
Amuanyi contended that Adams is now busily engaged in activities in the Ebi concession and they claimed to have acq