EDEM AFFRAM v. BERNARD YAW OWUSU-TWUMASI & ORS
2021
COURT OF APPEAL
GHANA
CORAM
- S. DZAMEFE, JA (PRESIDING)
- L. L. MENSAH, JA
- OBENG-MANU JNR JA
Areas of Law
- Corporate Law
- Civil Procedure
- Evidence Law
- Property and Real Estate Law
2021
COURT OF APPEAL
GHANA
CORAM
AI Generated Summary
The Ghana Court of Appeal, per S. Dzamefe JA, allowed the 1st defendant’s appeal against a High Court judgment arising from a business dispute between Edem Affram and the 1st defendant over Oak House Company Ltd (a private investigations firm) and related entities. The High Court had found fraud, cancelled share transfers, ordered accounts for Oak House and a related company, awarded Edem Affram the value of five plots of land at Adjirigano based on his own valuation report, directed the return of his wife’s passport, and imposed costs. On appeal, the court held that a company may acquire its own shares by voluntary transfer under Act 179 and that the 2nd plaintiff’s resignation and refund were voluntary; any irregularity rendered the transaction voidable, not void. It further held that share certificates are only prima facie evidence and lack thereof does not negate ownership. The land award was improper because only accounts were pleaded and the valuation evidence was self-serving and unproven. The passport order lacked evidentiary basis, and fraud was neither particularized nor proved to the required standard. The Court of Appeal set aside the entire High Court judgment and consequential orders.
DZAMEFE, JA
This is an appeal from the judgment of the High Court Accra, dated 21st January 2019. The plaintiff/respondent hereinafter simply referred as the plaintiff issued this writ against the defendant/appellant also referred to as the defendant at the High Court for the following claims:
a. A declaration that plaintiff is a shareholder of 2nd defendant company.
b. A declaration that plaintiff holds forty-five (45%) 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. An order directed at 1st defendant to render accounts for the said land acquired for their common use.
e. Cost including legal costs.
f. Any other orders that the court may deem fit.
The plaintiff in his accompanying statement of claim averred that he is a Ghanaian ordinarily resident in Ghana and the United Kingdom and a director and majority shareholder of the 2nd defendant company. That the 1st defendant is a shareholder and the directing mind of 2nd defendant company a company registered under the laws of Ghana and engaged in, among other businesses, such as private investigation. 3rd defendant is a company registered under the laws of Ghana and engaged in among other business, the businesses of debt recovery and Credit Assessment and Reporting.
It is the plaintiffs’ case that sometime in November, 2004 he and the 1st defendant, as friends, incorporated 2nd defendant company with he as majority shareholder owning 43% shares, 1st defendant owning 25%, Nana Obuor-Nimako owning 25% shares and Kwaku Dziedzorm Kuenyehia (later to be known as Kimathi Kuenyehia) owing 7% shares. Plaintiff says at all material times he was resident in the UK and was initially communicating constantly with the 1st defendant in respect to the upkeep and running of the 2nd defendant company.
Plaintiff avers that due to circumstances beyond his control he was unable to come to Ghana and therefore had to rely on 1st defendant for information regarding the running of the 2nd defendant company. It is his contention that 1st defendant used his absence and inability to come to Ghana as an excuse to alienate him from the running of the 2nd defendant company. That 1st defendant constantly refused plaintiffs persistent requests for information and data on the affairs of 2nd company and 1st defendant deliberately refused him access to the Board of Directors as well.
Plaintiff contends further that 1