KEYWEST WEST COMPANY LTD v. PAULINA MANU

JUDGMENT

MARFUL-SAU, JA: - This appeal is taken from the ruling of the High Court, Accra dated the 1st of February, 2008 which ruling granted the prayer of the respondent herein to attach the properties of the directors of the appellant company in execution of judgment entered against the company. In this appeal the plaintiff will remain the respondent and the defendant company will be known as the appellant. On the 7th of July, 2006, the High Court entered summary judgment against the appellant for the respondent to recover a total of c125, 139,200.00 inclusive of interest from the appellant. The judgment was based on facts admitted by the appellant in its pleadings.

On the 24th December, 2007, the respondent filed a motion on Notice for leave to attach properties of Directors of the judgment debtor company, the appellant herein. Paragraphs 8, 9 and 10 of the affidavit in support of the respondent motion is of interest and same is reproduced hereunder:-

‘’8. That after I have instituted a fifa in execution of the judgment debt against the property of the defendant company an interpleader was issued by Mrs. Emelia Asaa Zimmermann- Addo who is the sole living director of the defendant company claiming the attached property as hers, a copy of the claim is attached as Exhibit GA3.

9. That I have been advised by my counsel and I verily believe same to be true that by the rules of Court when it is not possible for execution of judgment/debt to be directed against a defendant company execution could be directed to any director, officer or shareholder of the company.

10. That I have been further advised by my counsel and verily believe same to be true that in the circumstance execution can be directed at the property of Mrs. Emelia Asaa Zimmrmann-Addo the sole living director of the defendant company.’’

The appellant opposed the motion but the court below granted the application that the property of the sole living director of the appellant company should be attached in satisfaction of the judgment debt against the company. It is against this ruling that the appellant has mounted this appeal. In the Notice of Appeal at page 177 of the record of appeal, six main grounds of appeal were formulated as follows:-

(i)The judgment is against the weight of evidence.

(ii)That the Honourable Judge erred in law by failing to distinguish the fact that a company is in law a separate and distinct legal entity from its directors and accordingly its directors cannot be