2016
SUPREME COURT
GHANA
CORAM
AI Generated Summary
The case revolves around a claim by International Rom Ltd against Vodaphone Ghana for unpaid bills and damages connected to works done under several contracts. The case traversed through the High Court, Accra, and the Court of Appeal, both ruling in favor of the plaintiff. The 1st Defendant challenged these rulings in the Supreme Court on several grounds, all of which were dismissed, leading to a reaffirmation of the verdicts by the lower courts. The Supreme Court emphasized procedural adherence, assessed evidence on record including emails and testimonies, and highlighted the continuity of business dealings to consider entities as one. Conclusively, all judges concurred in dismissing the appeal, with slight variations of the trial court's award.
JUDGMENT
AKAMBA, JSC
By a writ of summons issued on the 19th August 2009, in the High Court, (Commercial Division) Accra, the plaintiff/respondent/respondent (herein after simply referred to as the plaintiff) claimed against the 1st Defendant/appellant/appellant (herein after simply referred to as the 1st defendant) the following:
“…..a total outstanding amount of US$4,893,057.08 being unpaid bills by the defendant on due dates arising from works executed by plaintiff as contained in the contract of 17th December, 2003 with its amendment and
13th May, 2008 respectively for works executed and already taken over by defendant but has refused to settle despite numerous reminders.
). An order for accounts or reconciliation of accounts between the two parties in respect of the two named contracts to verify the outstanding unpaid bills.
i). Declaration that the said termination of the contracts of 13th May, 2008 and 28th May 2009 is illegal.
). Special and General Damages for breach of contract.
. Interest at the prevailing interest rate up to the date of final payment.
). Cost.”
The High Court, Accra (Commercial Division) after a full trial entered judgment on 15th May 2013 in
favour of the Plaintiff as against the 1st Defendant. On appeal, the Court of Appeal affirmed the decision of the trial court and dismissed the appeal in its entirety. This further appeal to this court demonstrates the appellant’s dissatisfaction with the outcome from the Court of Appeal.
BACKGROUND
On 17th December 2003, 1st Defendant entered into a contract with International Rom Ltd (“International Rom, Mauritius”), a company registered under the laws of Mauritius with its registered office in Port Louis, Mauritius. The Company’s Directors were Messrs Eli Bonzaglo and Sundaraparipirnom Varadaranjon, while Mr. Eli Bonzaglo was the shareholder, thereof. The Company was thereafter registered in Ghana as an external Company with Registration Number EXT.
It carried out civil works for 1st Defendant between 2003 and 2006 until the directors ended their operations in Ghana. It is the 1st Defendant’s case that it paid all amounts due this company through their local and foreign accounts. In or about 5th July, 2007, Plaintiff was registered in Ghana as a limited liability company under the Companies Act, 1963 (Act 179), long after the expiry of 1st Defendant’s contract with International Rom, Mauritius. Its first directors were Martin Asiedu, Nii Amoo Cudjoe and Moshe Ben Kalifa. T