2022
COURT OF APPEAL
GHANA
CORAM
AI Generated Summary
The Ghana Court of Appeal, per V. D. Ofoe, J.A., considered Emmanuel Abrokwah’s suit against Pharma David Frempong Addo and AIDE CHEMIST LTD arising from an alleged joint venture involving Darl Chemical Industries and Darl Pharmaceuticals. Abrokwah claimed he paid US$6,500 as share capital, was allocated 300 shares out of a 5,000‑share valuation, and that a memorandum of understanding acknowledged a company debt (stated in the record as US$16,000/US$16,900) payable by January 2017 or convertible into shares. The trial court found he failed to prove shareholder status or personal liability of Addo, and dismissed claims against AIDE CHEMIST LTD, while ordering repayment of the loan balance. On appeal, the court agreed the US$6,500 existed but held that AIDE CHEMIST LTD could not be bound, the MOU did not impose personal liability, and Addo’s payments reflected loan repayment. It affirmed the refund of US$1,100 and awarded simple interest from July 2017 at the prevailing USD rate.
V. D. OFOE, J.A.
We shall still refer to the parties as they were at the trial court: Appellant in this court as Plaintiff and Respondents as 1st and 2nd Defendants respectively.
The Plaintiff claims the 1st Defendant was his childhood friend in Ghana but he re-located to the United States of America. When they eventually met they agreed to have what he described in his statement of claim as a joint venture business. It is his case that benefits accrued from this company, Darl Pharmaceutical, to be shared but 1st Defendant was not being transparent and failed to meet the profit sharing agreement so he asked for the return of his contribution.
It is his case that the Company was established in 2009 with his share capital of $6,500. While he was the co-owner resident in the United States, the 1st Defendant was the resident manager in Ghana. According to Plaintiff the 1st Defendant unilaterally valued the business at 5000 shares at $53 each and allocated 300 shares to him. This was 6% of the total 5000 shares. The 1st Defendant agreed to pay him by the end of the year 2016 a total of $15,900 but paid $4840 and had refused to pay him the balance of $11,060 despite several demands. It is for the foregoing reasons he initially sued the 1st Defendant for:
“An order to Defendant to pay to Plaintiff $11,060.00 with interest from 2009, which is the balance of Plaintiff’s capital contribution into business Plaintiff co-owned with Defendant
3. An order to Defendant to pay to Plaintiff 6% of the value of AIDE CHEMISTS, which represents the accrued investment interest of Plaintiff
4. Any other reliefs deemed necessary”
In paragraph 11 of his witness statement he added to his pleadings that because the 1st Defendant was not being transparent he asked for the return of his share in the business. Plaintiff agreed to the payment of $16,000.00 and signed a Memorandum of Agreement (MOU) that the company owes him the said amount and that if not paid by January 2017 the amount would be converted into $53 per share amounting to 300 shares.
On the 18th of July 2019 he got a court order joining the 2nd Defendant, AIDE CHEMIST LTD and that led to amending his writ directing his reliefs claimed against the two Defendants in this suit. This can be found at page 27 of the record of appeal.
By paragraph 15 of his statement of claim the only reason he has sued the 2nd Defendant also is because Darl Pharmaceuticals is not Aide Chemist Ltd., the 2nd Defendant.
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