JISLAH HOLDINGS LTD vs UNIQUE INSURANCE COMPANY LTD & ANOTHER
2022
HIGH COURT
GHANA
CORAM
- HER LADYSHIP JUSTICE AFI AGBANU KUDOMOR
Areas of Law
- Civil Procedure
- Contract Law
- Corporate Law
- Banking and Finance Law
2022
HIGH COURT
GHANA
CORAM
AI Generated Summary
Two Ghana High Court suits—GJ/1343/2021 and CM/BDC/0007/2022—between corporate stakeholders in Unique Insurance Company Ltd were consolidated and resolved through a negotiated settlement adopted as a consent judgment by Her Ladyship Justice Afi Agbanu Kudomor. The settlement requires Teachers’ Fund to pay GH¢10.6 million to Jislah Holdings Ltd as full consideration for Jislah’s 30% equity in Unique Insurance, with GH¢8.6 million treated as full settlement of Jislah Financial Services’ debt to the insurer. Parties agreed to issue a GH¢2 million cheque to Jislah Holdings, execute a share purchase agreement and a deed of discharge, and have Emmanuel Twum Obeng resign as director. All other claims are waived, confidentiality and non-disparagement obligations are imposed, and no order as to costs is made.
1.1 WHEREAS Plaintiff in suit no. GJ/1343/2021 per Writ of Summon filed on the 20th day
of September, 2021 commenced the instant suit against Defendants for the reliefs endorsed thereon.
1.2 Defendants entered appearance and filed Statement of Defence and Counterclaim against Plaintiff.
1.3 1st Defendant in Suit No. GJ/1343/2021 commenced a parallel suit against Plaintiff and 2 others intituled Unique Insurance Company Ltd. Vrs Emmanuel Twum Obeng & 2 others Suit No. CM/BDC/0007/2022.
1.4 The 1st and 2nd Defendants in Suit No. CM/BDC/0007/2022 entered appearance and Counterclaim against Plaintiff and the Defendants to Counterclaim by issuing Counterclaim Notice.
1.5 Upon thorough deliberations, parties have agreed to compromise their respective claims for the amicable settlement of the issues in the two suits.
1.6 The two suits numbered GJ/1343/2021 and CM/BDC/0007/2022 have been consolidated before the High Court General Jurisdiction 11 and effectively settled on the Terms herein contained.
NOW THEREFORE: it is hereby agreed mutually and expressly that all or any Claims arising out of the facts be fully and finally settled as follows:
1. That Teachers’ Fund shall pay the sum of Ten Million and Six Hundred Thousand Ghana Cedis (GH¢10,600,000.00) to Jislah Holdings Ltd as full and final payment of its (30%) equity shares in Unique Insurance Company Ltd.
2. That the sum of Eight Million and Six Hundred Thousand Ghana (GH¢8,600,000.00) out of the said Ten Million and Six Hundred Thousand Ghana Cedis (GH¢10,600,000.00) shall be deemed as full and final settlement of Jislah Financial Services’ (3rd Defendant’s) debt to Unique Insurance Company Ltd.
3. That the Defendants shall issue a cheque in favour of the Plaintiff for the payment of the sum of Two Million Ghana Cedis (GH¢2,000,000.00) to Jislah Holdings Ltd upon the execution by the parties of this Terms of Settlement.
4. The Plaintiff in Suit No. GJ/1343/2021 shall immediately after the execution of this Agreement sign the Share Purchase Agreement relinquishing its interest in 30% Equity Shares in Unique Insurance to Teachers’ Fund.
5. The Plaintiff in the Suit No. CM/BDC/0007/2022 shall execute a Deed of Discharge in favour of Jislah Financial Services Ltd. to confirm settlement of all indebtedness and notify all relevant public institutions if any about the full settlement of the debt.
6. Emmanuel Twum Obeng who is the 1st Defendant in Suit No. CM/BDC/0007/2022 shall resign his positio