ERIC JOHNSON VS MET CAPITAL GROUP & ORS

By Court: The Court has heard arguments made by Counsel for both parties for and against an application for misjoinder of the 3rd – 6th Defendants. The Court has read the Affidavits in Support and perused the Exhibits attached. The Court is inclined to lean favourably towards the submissions made by Counsel for Respondent for these reasons:

It is trite that fraud vitiates everything, therefore where fraud has been pleaded and particularised by a party in their pleadings, the Court has a responsibility to try the matter, ascertain and make a determination in the allegation. It is also trite that from the authorities of Salomon v. Salomon, Morkor v. Kumah etc., a company is a separate legal entity that can sue and be sued and therefore if it can be proved that its Officers in the ordinary course of their dealings or day-to-day business of running the company acted in their capacity as agents of the company, then they cannot be held personally liable for any transactions that may go bad. However, the authorities are clear that where the Directors can be held personally liable or where it can be proved that they are trying to escape contractual liability, for e.g. as in the case of fraud or issues of public policy, etc. then the Court can lift the veil of corporation and hold the Directors liable. See the case of Morkor v. Kumah. In the case before me, the 3rd – 6th Defendants together with the 1st & 2nd are alleged to have acted fraudulently in their dealings for the company. The pleadings have particularise fraud and therefore it is expedient for the Plaintiff to be made to prove the said fraud. This makes the necessary parties to this suit because the test to determine whether or not a party is necessary to a suit is whether at the end of the day, that party will be affected in its legal rights or in its pocket. Should the case of fraud be established or proved against these Defendants, surely their legal rights and pockets will be affected. The Court will therefore refuse this application for misjoinder. The suit should take its normal course. The case is adjourned to 14th March, 2023 at 10:00 a.m. for commencement of Case Management Conference.

(sgd)

H/L JANE HARRIET AKWELEY QUAYE (MRS.)

R.A. (JUSTICE OF THE HIGH COURT)