May 3, 2018
COURT OF APPEAL
GHANA
CORAM
AI Generated Summary
In this appeal, the Applicant/Appellant, a company incorporated in Ghana, challenged the decision of the High Court which declared that it was not a Ghanaian company for the purpose of owning freehold land. The Appellant argued that its incorporation under Ghanaian law (Exhibit RSA2) was conclusive proof of its citizenship. However, the Respondent contended that because the Appellant was wholly owned by Blue Sky Products (UK) Limited, it was foreign. The Court of Appeal, led by Lovelace-Johnson JA, upheld the High Court's decision to pierce the corporate veil. The Court found that despite local incorporation, the company's character was foreign due to its ownership structure and lack of local management evidence. Consequently, under Article 266 of the 1992 Constitution, the Appellant was barred from holding freehold interest in land, restricting it to a 50-year leasehold. The appeal was dismissed.
AVRIL LOVELACE-JOHNSON JA:
On 29th June 2012, the Applicant/Appellant for what they described as ‘the recalcitrance of the officers of the Lands Commission among others’ filed an application for the following reliefs at the High Court.
1. A declaration that the Applicant is a person at law and entitled to and has the right to own landed property or interests in landed property as a Ghanaian legal person.
2. A declaration that the Applicant is a person at law and entitled to and has the right to own landed property or interests in the landed property as a PERSON as enshrined in ARTICLE 18 of the 1992 Constitution of the Republic of Ghana.
3. A declaration that pursuant to the said right the Applicant has the right or is entitled to purchase, obtain, enjoy, maintain, transfer, mortgage, assign, convey, etc interests in its land or interest in lands.
4. A declaration that the Applicant is by virtue of its registration and incorporation entitled to mortgage, convey, transfer, assign, lease, sublease, etc or all of its interests held by it in any landed property.
5. An order directed at all or relevant administrative bodies or public officials or Lands Commission to register or conclude the registration of all or any of the Applicant’s interests either for its benefits or for the benefit of its transferees, assignees, leases, etc
6. Any other orders as this court may deem fit
The said Lands Commission was joined as a second Respondent upon application. The High Court after hearing arguments from both sides refused to grant the said application and made further orders relating to the interest the Applicant/Appellant could have in any lands held by them and limited the powers to deal with the said land among others.
It is the dissatisfaction of the Applicant/Appellant with these orders that has culminated in the present appeal. Eight grounds of appeal were filed by the Appellant with the intimation that further grounds would later be filed upon receipt of the Record of Proceedings. No such further grounds were filed. These are;
A. That the whole judgment/ ruling is contrary to law.
B. That the judgment/ ruling is against the weight of evidence.
C. That the conclusion made by the judge that the appellant company does not have Ghanaian nationality is contrary to the evidence.
D. That the learned judge’s piercing of the corporate veil to determine the nationality of the appellant is unwarranted and wrong in law.
E. That the learned judge erred in