J. A. ANGME v. UPPER QUARRY LTD. & ANOR

J U D G M E N T

TORKORNOO (MRS), J.A.

This is an appeal from a decision of the High Court sitting in Bolgatanga. As at 2004, when the transaction that led to the complaint of the Plaintiff/Appellant (hereinafter referred to as Appellant) was started, the Appellant operated in three different capacities in three of the businesses involved in the dispute.

He worked as the Managing Director of an entity called Upper Regional Development Company (URDECO). URDECO owned 30% of the shares in the 1st Respondent Company. By reason of the Appellant’s position as Managing Director of URDECO, he was the representative of URDECO and Chairman of the board of directors of the 1st Respondent Company. He was also the proprietor behind a business name registered as Anaboro Enterprise which took steps to buy the shares of URDECO in the 1st Respondent.

URDECO was put up for liquidation under the direction of the Divestiture Implementation Committee. The appointed liquidator was the 2nd Defendant/Respondent. The 3rd Respondent (originally 4th Defendant) is the Attorney General, the person required by Article 88 of the 1992 Constitution to prosecute, sue and defend actions against the Government of Ghana.

Though originally sued as 3rd Defendant, the name of Divestiture Implementation Committee was struck out of the proceedings at the time of judgment. The court recognized its lack of legal personality, previously pronounced on by the Supreme Court in Ampratwum Manufacturing Co Ltd v Divestiture Implementation Committee, 2009 SC GLR 692, and the fact that the suit against the Attorney General sufficed for the resolution of the rights and liabilities in dispute.

Plaintiff/Appellant’s Case

The case of the Appellant was that when URDECO was placed under official liquidation, its’ 30% shares in 1st Respondent were put up for sale by the 2nd Respondent. As proprietor of Anaboro Enterprise, he bid 50 million cedis for the shares on 30th January 2002. That offer was accepted by the 2nd Respondent in his capacity as official liquidator of URDECO on 22nd April 2004 in a letter informing Appellant that his bid won the tender. It was Appellant’s case that this was an arm’s length transaction made in response to a public invitation for the purchase of the shares.

It was also his case that the 2nd Respondent accepted his bid on 8th May 2004. Appellant then paid the full offer amount of 50 million cedis by payment order for the shares, which payment was sent to the 2nd Respondent and