Gold Coast Securities Ltd. v. Raoul Abou-Chedid
2016
COURT OF APPEAL
GHANA
CORAM
- V.D. Ofoe, J.A. (Presiding)
- F.G. Korbieh, J.A.
- L.L. Mensah, J.A.
Areas of Law
- Contract Law
- Corporate Law
- Civil Procedure
2016
COURT OF APPEAL
GHANA
CORAM
AI Generated Summary
This case revolves around an appeal against a trial court's judgment ordering the appellant to pay US$700,000 to the respondent for transferred shares. The main issues were whether certain pre-conditions in the share transfer agreement were met, particularly the endorsement of financial accounts and the execution of a Share Transfer Form. The court dismissed the appeal, finding that the trial judge correctly inferred that parties had waived the pre-condition of endorsing accounts. It also held that the share transfer was valid despite the absence of a Share Transfer Form, as there was ample evidence that the transfer had taken place and the appellant had assumed control of the company. The court emphasized that contract provisions must be read as a whole and that judges are permitted to make logical inferences from established facts. It also noted that parties' actions can imply waiver of contractual conditions. The judgment upheld the trial court's order for the appellant to pay US$700,000 to the respondent, affirming the validity of the share transfer agreement.
F. G. KORBIEH, J. A. I have had the privilege of reading before-hand the thought-provoking judgment just delivered by my learned brother, Ofoe, J. A. and I agree completely with everything he has said.
Of course I also agree with him that this appeal should be dismissed as being unmeritorious.
I however want to high-light one or two areas of the reasons for dismissing the appeal that I think needs elaboration.
The facts have been sufficiently set out in the lead judgment and so I need not repeat them here.
One of the main contentions of the appellant is that the trial judge was wrong in his judgment because there was no evidence on the record to support the finding of fact that the parties had waived the pre-condition in exhibit E (the share transfer agreement) to the effect that the respondent (as transferor) would indorse the 2006 Audited Accounts and the 2007 Management Accounts as a confirmation of the state of affairs of the company.
According to counsel, the trial judge had therefore substituted a case proprio motu, which was inconsistent with the case the respondent had put forward himself.
That being the case, he further argued, it was wrong for the trial judge to order that the appellant pays US$700, 000. 00 to the respondent as payment for the shares.
One however has to look at clause 12(c) of exhibit E critically to see what the effect of that pre-condition was meant to have.
For a better or more proper understanding of the provision in clause 12(c) I will reproduce the full text of the provision. “The transferor shall endorse the 2006 Audited Accounts and the 2007 Management Accounts as a confirmation of the state of affairs of the company, and that no later disclosure of liabilities will be accepted by the Transferee.
Any later disclosure of liability will be debited against the Transferor’s account. ”The appellant’s argument seems to limit the interpretation of this provision to only first two lines of the provision.
It is trite law that the provision must be read as a whole.
It is quite clear that this provision was put there to protect the appellant from future liability claims the respondent might make against it.
Its effect was that the respondent could not later on bring up a liability claim against the company (and for that matter the appellant). It was therefore not a pre-condition that affected the transfer of the shares in any way and the failure of the respondent to endorse the accounts could therefore not invalidate the