F. N. OPPONG & CO. LTD. v. SETHI MANUFACTURING CO. LTD. & ORS
2016
COURT OF APPEAL
GHANA
CORAM
- AYEBI J.A. (PRESIDING)
- TORKORNOO (MRS) J. A.
- DOMAKYAAREH (MRS) J. A.
Areas of Law
- Civil Procedure
- Contract Law
- Corporate Law
- Property and Real Estate Law
2016
COURT OF APPEAL
GHANA
CORAM
AI Generated Summary
The Plaintiff initiated legal action claiming misrepresentation and unauthorized dealings over leased land. The High Court dismissed the action based on technical grounds under corporate law. The Plaintiff appealed, challenging the interpretation of the Companies Act and the legal representation issue. The Court of Appeal granted an injunction to prevent the Respondent from interfering with the property, identifying that the High Court's strike-out did not nullify the ongoing legal actions pending appeal. The Court established several legal principles concerning corporate legal actions, injunctions, and the Court of Appeal's authority to grant interim reliefs.
RULING
TORKORNOO (MRS), J.A.
The Plaintiff/Appellant/Applicant (hereinafter referred to as Applicant), commenced an action in the High Court on 8th January 2015 alleging in its statement of claim that in March 2013, the 1st Respondent had expressed interest in buying the Applicant’s interest in its two plots of land situate in Asokwa. The Applicant believed its interest to be subsisting until May 2060. However, during the negotiations, the 1st Respondent managed to produce a search report purporting to have come from the 3rd Respondent which indicated that the Applicant’s lease had already expired in 2011.
Then acting with shareholders of the Applicant, the 1st Respondent signed a Memorandum of Understanding prepared by the 1st Respondent to the effect that, as part of the amount agreed between one Mr. Nigel Egyir Yaw and Mr. C S Sethi towards the Applicant’s property, the 1st Respondent would pay GH¢200,000 to the 1st Respondent’s own lawyer and 1 million Ghana cedis the 2nd Respondent on behalf of the Applicant, for the renewal of the lease.
According to the Applicant’s Statement of Claim, the Managing Director of the Applicant, sought confirmation from the Applicant’s lawyers regarding the period of the lease and received confirmation that the representations from the 1st Respondent that it expired in 2011 was untrue. Acting on behalf of the Applicant and in disagreement with the MOU signed by the shareholders, the Managing Director wrote to the Respondents informing them of the misrepresentations of the 1st and 3rd Respondents and demanding that the money ostensibly paid by 1st Respondent to its lawyers and the 2nd Respondent on behalf of Applicant should be returned to the 1st Respondent.
It was the Plaintiff’s case that the MOU was not the act of the Applicant, and even though the Applicant had not entered into any signed contract with the 1st Respondent regarding the lease, the
1st Respondent forcibly entered the Applicant’s premises, started to develop the property and causing damage to some of its property. It sought the following reliefs:
A declaration that there is no binding contract between the Plaintiff and the 1st Defendant’s sale of plot Nos. 16 and 20 Block ‘A’ Asokwa Industrial Area, Kumasi.
Further or in the alternative a declaration that the Plaintiff was and is entitled to withdrawal of the transaction to sell the said plots of land to the 1st Defendant.
A declaration that the 2nd Defendant has no right to demand and/or collec