GH - ASAFU-ADJAYE AND OTHERS v. AGYEKUM

JUDGMENT OF OSEI-HWERE J.A.

Osei-Hwere J.A. delivered the judgment of the court. The genesis of Asakum Engineering and Construction Co. Ltd. remains a matter for speculation before us, just as it was before the court below. For the applicant-respondent (hereinafter referred to as the respondent) deposed in his affidavit that he is a founding member of the said company and that he has been a director and shareholder ever since its incorporation. This is not wholly accepted by the respondent-appellants (hereinafter referred to as the appellants). In the affidavit filed on their behalf they say that except for his being one of the first directors of the company the respondent was neither a founding member nor a shareholder at its inception but that after the company had commenced business he became a member and was allotted 500 shares. According to the same affidavit, at the inception of the company on 27 November 1971 there were only two member shareholders, namely the first and third appellants, with 500 shares each, and both of them together with the respondent were the first directors.

The answers to these conflicting claims could have been supplied by the company's regulations. But these were never placed before the court. However, the company's annual returns for 1974 shows that the members are the first and third appellants as well as the respondent, each holding 500 shares. The directors named are the first appellant, the fourth appellant and the respondent. The 1979 annual returns which were also placed before the court show a dramatic change in the membership of the company and the shareholding. The first appellant was stated to hold 11,000 shares; the third appellant 1,000 shares; the [p.387] respondent 3,000 shares; the sixth appellant (but properly speaking a non-appellant as he was never served with the respondent's motion and therefore took no part in the proceedings) 3,000 shares; the fifth appellant (also a non-appellant) 1,000 shares; and the second appellant, 1,000 shares. The directorship of the company, at the same time, was augmented by the addition of the sixth appellant.

Sometime in 1979 the respondent became an executive director of the company and was put in charge of their Weija Irrigation Project contract whilst the managing director (the first appellant) held direct responsibility for their Weija New Water Treatment Works contracts W/4/CE and W/4/L. Both the respondent and the first appellant, we were told, are engineers with

JUDGMENT OF OSEI-HWERE J.A.

ASAFU-ADJAYE AND OTHERS v. AGYEKUM

Areas of Law

Judgement