DACHEL COMPANY LIMITED v. FRIESLAND FRICO DOMO

KUSI-APPIAH, J.A.

This appeal arises from the judgment of the High Court, Accra, dated 7th day of March 2001 entered in favour of the plaintiff/respondent (hereinafter referred to as the Plaintiff) against the defendant/appellant (hereinafter referred to as the defendant).

The case of the plaintiff as gathered from its pleadings and especially evidence at the trial, is that, the plaintiff is a company incorporated under the laws of Ghana. In November 1978, the plaintiff was appointed the sole agent in Ghana in respect of some branded products including milk products of Pierson Munier and Company Limited (to be referred to hereinafter as P.M.C.), a company incorporated under the laws of the United Kingdom in terms of an Agency Agreement (Exhibit A) executed between the plaintiff and P. M. C.

Sometime in 1980, the defendant took over P.M.C. and became successors to P.M.C. in respect of the Agency relationship. The defendant retained the plaintiff as Agent and by a document (Exhibit B) dated 31st of July 1980 executed between the plaintiff and the defendant herein, the Agency Agreement between the plaintiff and P.M.C. was varied by changes in the brand of products named under the agreement and by the introduction of a 90-days written notice requirement for the termination of the agreement. Exhibit B was revalidated by the parties herein on 29th January, 1989.

According to the plaintiff, even after the take over and execution of Exhibit B, the agency relationship was continued by the parties in much the same way as under Exhibit A. And it was the clear understanding of both the plaintiff and the defendant herein throughout that agency, that their relationship was to be governed not only by Exhibits A and B, but as well by the customs, practices and regulations of the European Community (E.C.) and specifically of England and/or Holland.

The plaintiff averred that in pursuance of that objective, the defendant continued to communicate with plaintiff on the subject of the agency under the name of P.M.C. even in 1981, that is to say after the execution of Exhibit B on 31st of July 1980.

The plaintiff’s Managing Director gave evidence as to how the agency business was built up, the difficulties faced by plaintiff during the 1980’s, how plaintiff itself had to keep the business going by importing defendant’s products in Ghana. She also testified as to how offices and warehouses were established with the full approval and direction of defendant and in the knowle