EDEM AFFRAM & ANOTHER v. BERNARD YAW OWUSU-TWUMASI & 3 ORS

JUDGEMENT

1st Plaintiffs claim against the Defendants in an amended writ of summons the following reliefs:

a. A declaration that 1st Plaintiff is a shareholders of 2nd Defendant company

b. A declaration that 1st Plaintiff holds 43% shares in 2nd Defendant company

c. A declaration that any purported change in the shareholding structure of 2nd Defendant company is void and of no legal effect

d. A declaration that 1st Defendant’s action of altering the shareholding structure of 2nd Defendant company without following due process was fraudulent.

e. A further declaration that the transfer of the shares and assets of 2nd Defendant company to Oak House Group Ltd, the 3rd Defendant company, by 1st Defendant is void and of no effect

f. An order of accounts into the books and finances of 2nd Defendant company from incorporation until date of judgment.

g. An order directed at 1st Defendant to render accounts for the said lands acquired for their common use.

h. Cost including solicitors fees

i. Any other reliefs that the court may deem fit.

With the joinder of the 2nd Plaintiff to the action there was a further amendment to the writ for the 2nd Plaintiff to also ask the following:

j. A declaration that 2nd Plaintiff is a shareholder in 2nd Defendant company with shareholding of 25% shares.

k. An order for account of the affairs of 2nd Defendant company

l. An order that 2nd Plaintiff should be paid for his services as a promoter and director of 2nd Defendant company on quantum meruit basis

1ST PLAINTIFF’S CASE

In its amended writ and statement of claim filed on the 5th of May, 2016, 1st Plaintiff claim to a director and majority shareholder of 2nd Defendant company but ordinarily resident outside the jurisdiction with 1st Defendant being also a shareholder and a directing mind of 2nd Defendant. That 1st Defendant being a longtime friend, both incorporated 2nd Defendant in 2004 with 43% of shares to Plaintiff, 25% to 1st Defendant, 25% to 2nd Plaintiff and 7% shares to Kimathi Kuenyehia. To 1st Plaintiff he was most of time not in Ghana and relied on 1st Defendant for the running of the business whilst he provided support in terms of money and logistics for the running of the company. That his absence from Ghana was exploited by 1st Defendant who denied him critical information and data on 2nd Defendant and eventually alienated him from the business.

1st Plaintiff avers that with the development of a confrontational attitude by 1st Defendant towards him