C F C CONSTRUCTION COMPANY (WA) LTD & ORS v. RAMSOM DIVINE ATTITSOGBE

DR. DATE-BAH, J.S.C: This is the unanimous judgment of the Court. This case raises issues regarding inequality in bargaining power and the legal consequences flowing from such inequality. The second plaintiff is the widow of the original owner of the first plaintiff. She claimed to be currently the sole shareholder and a director of the first plaintiff, a construction company. By April 1986, she was “old and weak” by the admission of the defendant (in his counterclaim). The evidence at the trial showed that she was 76 years old in 1986. The defendant contended that he also owned shares in the first plaintiff and had been duly appointed, and remained, a director of the first plaintiff. The testimony of the second plaintiff revealed that she first met the defendant when he came to visit her husband, a friend of his, in hospital during his terminal illness. After her husband’s death, the defendant offered his services as one who could generate business for the first plaintiff. This paved the way to his involvement in the business of the first plaintiff.

The plaintiffs commenced this action on 31st October 1991 with a writ endorsed with claims for:

1. “A Declaration that the Defendant has been removed as a Director of the 1st Plaintiff-Company in accordance with the Companies Code, 1962 (Act 179).

2. Another Declaration that the Defendant is not a shareholder of the 1st Plaintiff Company.

3. An order upon the Defendant to account for amounts received by the Defendant on behalf of the 1st Plaintiff-Company and all properties of the 1st Plaintiff-Company in the Defendant’s possession.

4. An order of perpetual injunction restraining the Defendant, his personal representatives or any person whatsoever claiming through or under him from holding himself out to the general public or acting as a Director of the 1st Plaintiff-Company.”

The Statement of Claim filed with the writ was, with the leave of the learned trial judge granted on 25th February, 1993, amended. The amended Statement of Claim admitted that the Defendant was until 13th September 1991 a director of the first Plaintiff. It, however, averred that on or about 31st July 1991, the second plaintiff set in motion a process which led to the convening of an Extraordinary General Meeting of all the Directors and members of the first Plaintiff for 13th September 1991. The Statement of Claim asserted that on or about 13th September 1991, an Extraordinary General Meeting of the first Plaintiff took place