2010
SUPREME COURT
GHANA
CORAM
AI Generated Summary
The Supreme Court of Ghana, per Dr. S. K. Date-Bah, JSC, delivered a unanimous judgment allowing A. Adomakoh’s appeal and denying relief sought by Enterprise Insurance Company Limited and Consortium House Limited. The dispute centered on a 1971 sub-lease for the Enterprise/Consortium House in Accra at a peppercorn rent and a renewal clause. In 1994, Adomakoh, as chairman of the second plaintiff, issued a subject-to-contract offer for Enterprise Insurance to acquire all shares of Consortium House Limited, expressly contemplating voluntary liquidation within one year and the passing of remaining assets to Enterprise Insurance. Although Enterprise Insurance’s acceptance stated it had “no intention” of liquidating “for the time being,” the Court held the correspondence formed a contract including the liquidation term. Correcting the lower courts, it recognized Adomakoh’s reversionary interest, held Enterprise Insurance was not privy and neither successor nor assignee of Consortium House Limited, and emphasized the objective approach to contract formation and the primacy of offer-and-acceptance over contested minutes. The Court ordered liquidation “as soon as reasonably practicable” and indicated the liquidator must assign the sub-lease to Enterprise Insurance, but denied the plaintiffs’ immediate declaratory and coercive relief.
DR. DATE-BAH, JSC:
This is the unanimous judgment of the Court. On the fifteenth day of February 1999, the first and second plaintiffs brought action against the defendant in the High Court in Accra. The first plaintiff is a well-known insurance company in Ghana and the second plaintiff is a company incorporated in Ghana which has been, since 1994, a wholly-owned subsidiary of the first plaintiff. The defendant is a lawyer and businessman and a sub-lessor of premises in Accra in relation to which the present action has been brought. The claims endorsed on the plaintiffs’ writ of summons were:
i. “A declaration that the Plaintiffs are by law entitled to a renewal of the Sub-lease dated the 18th day of June, 1971 on its expiration on or about 31st day of May, 1996, and that the Defendant is legally bound to grant to the plaintiffs a renewal of the said Sub-lease.
ii. An order to compel the Defendant to execute in favour of the Plaintiffs a Sub-lease in the terms of the draft attached to the Statement of Claim, and marked “A”, which has already been submitted to the Defendant.
iii. A further order directing that if the Defendant persists in his refusal to execute the Sub-lease within a specified period, the Chief Registrar of the High Court, Accra, or some other person appointed by the Court should execute the same on behalf of the Defendant.”
The facts from which this suit has arisen are as follows: on the 15th day of February, 1971, an agreement was entered into between the defendant and three other promoters (namely, Kenneth Mackenzie Scott, Royal Exchange Assurance and Union Trading Company Ltd (UTC) These promoters agreed to incorporate and did indeed incorporate a private company, Consortium House Limited, which is the second plaintiff in this case. The purpose for the establishment of this company was, inter alia, to acquire from the defendant land and premises situated at the High Street, Accra, for the benefit of the promoters and for erecting on this land a building which came to be known, after its erection, as Consortium House, now known as Enterprise House. It is admitted by the parties that by the agreement of 15th February 1971, each promoter was bound to make a special contribution towards the project. The defendant was to lease his land to the company at a peppercorn rent, the company was to be granted a loan by the Guardian Royal Exchange Assurance with which to build a commercial building on the demised land and Mr. Scott, the architec