JISLAH FINANCIAL SERVICES vs TESAH CAPITAL LIMITED
November 30, 2022
HIGH COURT
GHANA
CORAM
- HER LADYSHIP AKUA SARPOMAA AMOAH J. (MRS.)
Areas of Law
- Contract Law
- Corporate Law
- Evidence Law
- Civil Procedure
November 30, 2022
HIGH COURT
GHANA
CORAM
AI Generated Summary
This High Court judgment arises from a dispute between NDK Capital and Jislah Financial Services Ltd over matured fixed deposit investments and a consent judgment entered in CM/OCC/0823/2016 based on Terms of Settlement (Exhibit K). Jislah sued to set aside the TOS, arguing its Operations/General Manager, Clement Agyapong, and its lawyer lacked authority without Board approval and that the absence of a company seal rendered the agreement invalid; it alleged fraud and mistake and contested the quantum owed. NDK countered that Clement acted under the CEOs oversight and that counsel acted on instructions; it sought a declaration of validity and damages. Applying the Turquand rule, apparent authority and estoppel under the Evidence Act, and rejecting the seal argument, the court held Exhibit K binds Jislah, dismissed Jislahs claims, declared the TOS valid, and awarded NDK GH50,000 in general damages and GH50,000 costs.
INTRODUCTION
The undisputed facts of the present suit are as follows:
The Defendant herein, took out certain fixed deposit investments with the Plaintiff herein for specified terms. When the respective investments matured, the Defendant wrote to the Plaintiff calling in the said investments. The Plaintiff however failed to honour its repayment obligations to the Defendant. The Defendant therefore sued the Plaintiff in Suit Number CM/OCC/ 0823/2016 entitled NDK CAPITAL v JISLAH FINANCIAL SERVICES LTD. The proceedings in that suit terminated upon the filing of what was said to be Terms of Settlement (TOS) reached between the parties and the subsequent adoption of the said terms by the Court as Consent Judgment. The TOS was tendered by the Plaintiff as Exhibit K. Unfortunately, it is these same TOS that have provoked the instant suit.
PLAINTIFF’S CASE
By its Amended Writ and Statement of claim dated the 6th of June 2022, the Plaintiff, a Ghanaian registered financial institution, seeks the following reliefs against the Defendant;
i) “A Declaration that in so far as the aforementioned Terms of Settlement does not bore [sic] the Seal of the Plaintiff Company, and or the signature of the managing Director of the Plaintiff Company, more so as same has not been expressly approved by its Board of Directors, the Plaintiff cannot be held liable in respect of liabilities and or obligations arising out of same.
ii) A Declaration that under the relevant law and or statute, it is only the Managing Director of a duly incorporated company and or with the express approval of its Board of Directors that can enter into Agreements committing a company to huge financial exposures as in the instant case.
iii) A Further Declaration that under relevant law and or Statute, the acts of an officer of a duly incorporated Company cannot be made to bind the Company unless it can expressly and or impliedly shown that the Company represented the aforesaid Officer as having the power to so act on its behalf
iv) An Order setting aside the Terms of Settlement entered into in Suit Number CM/OCC/0823/2016 on the basis of mistake apparent on the face of the aforesaid terms more so as the Plaintiff had denied the pleadings of the Plaintiff as set out in Suit number: CM/OCC/0823/2016
v) An order setting aside all processes procured by the Defendant Company as against the Plaintiff Company arising out of the aforesaid Terms of Settlement including the Entry of Judgement and all other co