KAMA HEALTH SERVICES LIMITED v. UNILEVER GHANA LIMITED

JUDGMENT

BENIN, JSC:-

What began as a simple and straight-forward transaction between two Ghanaian registered limited liability companies over ten years ago has unfortunately led to a protracted litigation dating back to 30th June 2004. On the said date, the Plaintiff/Respondent/Respondent, hereinafter called the Respondent, brought an action against the Defendant/Appellant/Appellant, hereinafter called the Appellant, at the High Court seeking these reliefs:

1. Interest on the cedi equivalent of US$500,000.00 from 5th December 2002 to date of final payment at the current Bank Rate.

2. Special damages.

3. General damages for breach of contract.

4. Costs.

The facts which gave birth to the action before the High Court were the following. The Appellant sold property numbered 1-3 & 10-12 situate at Kumasi, popularly called SNR 1 SAT Building, which forms part of Kumasi Part 1 lands, to the Respondent at a fee of US$500,000.00, payable in three instalments over a given period of time. Having received part payment in terms of the agreement, the Appellant gave the documents on the property to the Respondent. The Respondent was given possession and it started collecting rents from the sitting tenants. The Respondent began the process of registering the property at the Land Title Registry; publications were made in the newspapers about the intended registration, as required by law. A number of objections were raised, prominent among which were those raised on behalf of the Golden Stool of Ashanti whose occupant is the Asantehene. As a result of these objections the registration could not go through principally because of the Asantehene’s claim that his consent was not sought before the sale. Consequently the Respondent treated the sale transaction as having failed and therefore refunded the rents to the Appellant but the latter returned same to the Respondent. The Appellant’s position was that as far as it was concerned the Respondent was the new owner since it had been given all the necessary documents to the property, including the consent of the Lands Commission, and had been placed in possession. Eventually the Respondent refunded the rents to the tenants. The sale contract was subsequently cancelled by the act of both parties, but obviously upon the Respondent’s initiative contained in a letter put in evidence as Exhibit P. Following the termination of the contract, the Appellant refunded the cedi equivalent of US$500,000.00 to the Respondent; but it