DANIEL SACKEY QUARCOOPOME v. SANYO ELECTRIC TRADING _ ANOR
2008
SUPREME COURT
GHANA
CORAM
- AKUFFO (MS), J.S.C(PRESIDING)
- BROBBEY, J.S.C
- ANSAH, J.S.C
- ADINYIRA (MRS), J.S.C
- ASIAMAH, J.S.C
Areas of Law
- Corporate Law
- Contract Law
2008
SUPREME COURT
GHANA
CORAM
AI Generated Summary
The Supreme Court of Ghana, per Ansah, JSC, dismissed the appeal of Mr. D. S. Quarcoopome against the Court of Appeal’s decision reversing a High Court award of ¢350,000,000 in quantum meruit. Quarcoopome had served on the board of Ghana Sanyo Electrical Manufacturing Corporation Ltd (the second defendant) from 1974 to 2001, claiming an oral agreement with Sanyo Electric Trading Co. Ltd of Japan (the first defendant) for remuneration, allegedly confirmed by a letter (Exhibit C). While the evidence showed he functioned as a director and rendered valuable services, the court held he was not duly appointed under the Companies Code, 1963 (Act 179), because there was no written consent or ordinary resolution. Even recognizing him as a de facto director under section 179 and Commodore v Fruit Supply Ghana Ltd, the court ruled section 194 mandates that directors’ fees be fixed by ordinary resolution, so a judicial award on quantum meruit would usurp members’ functions. The Court of Appeal’s decision was affirmed; the appeal was dismissed.
JUDGMENT
ANSAH, JSC:
This is an appeal against the judgment of the Court of Appeal dated the 1st day of March, 2007, dismissing the appeal by the appellant, hereafter called the plaintiff against the decision of the High Court dated 25th October, 2004.
The plaintiff, was a Director on the Board of Directors of the 2nd Defendant between 1974 and 2001.
The 1st defendant/appellant/respondent, hereinafter referred to as the 1st defendant, is a company incorporated under the laws of Japan and a Shareholder of the 2nd Defendant/appellant/respondent company, hereafter called the second defendant, registered under the laws of Ghana.
The plaintiff claims he was appointed by the 1st Defendant to serve as its representative or Director on the Board of the 2nd Defendant in 1974 after previously serving on the same Board as a nominee of the Government of Ghana between 1965 and 1972. Prior to the appointment, the plaintiff averred that he reached an oral agreement with a representative of the 1st Defendant, that he would be earning the same as he (the representative was earning) and this oral agreement was confirmed by Exhibit C purported to be a letter of appointment copied to the 2nd Defendant and the Government of Ghana, as a shareholder. It was signed by the Executive Managing Director of the 1st Defendant. Thereafter, the plaintiff served in that capacity on the Board of Directors of the 2nd Defendant Company till 2001 when he was relieved of his position by the 2nd Defendant upon the recommendation of the 1st Defendant.
In reaction the plaintiff sued the 1st and 2nd Defendants jointly and severally claiming the following:
1. Damages for breach of an oral contract made in or about June/July 1974, appointing the plaintiff Director to serve on the Board of Ghana Sanyo Company Limited and witnessed in writing by letter dated October 4th 1974, under and by virtue of which the plaintiff has worked and rendered services to the 1st and 2nd defendant companies as Director, from which the defendants have failed and refused to pay the plaintiff reasonable Director’s fees and lump sum remuneration as agreed.
Alternatively;
2. Adequate remuneration and compensation for services rendered to the defendants from 1974 to 2001 as Director on the Board of the 2nd Defendant company
3. Interest on the said amount at the prevailing bank rate.
The defendants denied reaching any oral agreement with the plaintiff and contended that Exhibit C was a mere ‘circular’. I shall pr