BERTHA ANSAH DJAN VS PRYCE KOJO THOMPSON & 1 OR
2016
HIGH COURT
GHANA
CORAM
- HIS LORDSHIP JUSTICE G. S. SUURBAAREH (JA)
Areas of Law
- Corporate Law
- Contract Law
- Evidence Law
- Equity and Trusts
2016
HIGH COURT
GHANA
CORAM
AI Generated Summary
The case involved the plaintiff seeking declarations of sole ownership of Pergah Transport Ltd and the annulment of the 1st defendant's alleged shareholding based on a nullified deed of transfer from 2004. The plaintiff argued no consideration was paid, leading to repudiation. The 1st defendant counterclaimed, asserting beneficial ownership and contributions justifying shareholding. The court assessed testimonies, documentary evidence, and the credibility of witness accounts. The court found the 1st defendant’s case more credible and probable, upholding his counterclaim for 70% share ownership based on financial contributions and trust. Damages were awarded due to the plaintiff's unreasonable conduct, establishing important principles on evidence rules, trust in corporate settings, and contract repudiation due to failure of consideration.
The plaintiff, claiming that she is the sole owner of Pergah Transport Ltd despite entries to the contrary in the records at the Registrar General’s Department, instituted the present action seeking the following reliefs: -
(a) A declaration that the plaintiff owns all the issued shares in Pergah Transport Ltd; (b) A declaration that the 1st defendant is not a shareholder in Pergah Transport Ltd; (c) An order directed at the 2nd defendant to expunge from the records, the Deed of Transfer dated 1st January, 2004 and made between the plaintiff and the 1st defendant, and all entries in its records showing the 1st defendant as holding any of the issued shares in Pergah Transport Ltd. In support of the above reliefs, the plaintiff averred that she formed Pergah Transport Ltd in 1999 as the sole shareholder.
She went on to aver that in 2004, she entered into a deed of transfer with the 1st defendant whereby Seventy percent (70%) of the shares in the company would be transferred to him for the sum of Two Hundred and forty Million Cedis (¢240, 000. 000. 00)now Twenty-Four Thousand Ghana Cedis (GH¢24, 000. 00) but that the 1st defendant, without paying for the shares, however caused the deed of transfer to be registered at the Registrar General’s Department, and which fact recently got to her attention following Searches carried out on the shareholding of the company.
The plaintiff went on to aver that following this realisation, she repudiated the deed of transfer and duly notified the 1st defendant, who, in April 2011, sent a cheque in payment for the shares but which she rejected having lawfully repudiated the deed of transfer of shares.
In conclusion, the plaintiff averred that the entries in the 2nd defendant’s records showing the 1st defendant as Seventy percent (70%) shareholder in the company are inaccurate and unlawful as the deed of transfer was reregistered without her express consent and authority and thus null and void.
In response to the plaintiff’s averments, the 1st defendant, per his amended statement of defence of 10th November, 2012, not only denied that the plaintiff was the sole shareholder in Pergah Transport Ltd, but went on to contend that the company was incorporated upon his instructions and that whatever shares the plaintiff held in the company were in trust for him.
According to the 1st defendant, he formed the idea to run a transport company but because of his busy schedule, invited and discussed the idea with the Plaintiff as a f