KWAW PAINTSIL ANSAH VS GROUP IDEAL

INTRODUCTION

The background to this dispute may be summarized as follows: The Plaintiff is the Chief Executive Officer of Film Africa (Film Africa), a company incorporated under the laws of Ghana. The Defendant is also a Ghanaian registered Limited liability Company.

On the 10th of August, 2016, Film Africa (as Seller) acting by the Plaintiff and the Defendant (as Purchaser) acting by its President Nii Kotei Dzani entered into an “Agreement of Sale and Purchase of Shares” owned by the Seller in Television Africa Limited (TV Africa).

By the said agreement the Defendant purchased 632,400 of the said shares representing 60% of the Seller’s 94.88% ownership of issued shares of TV Africa. Attached to the said agreement was a Schedule of liabilities of TV Africa at the 31/07/16. The said Agreement was tendered in evidence by Plaintiff as Exhibit A.

By the terms of Exhibit A, the price payable for the said shares was One Million United States Dollars (US$1,000,000.00) which was to be paid for by the Defendant directly to the Seller as follows; an initial commitment payment of Five Hundred Thousand United States Dollars (US$ 500,000.00) upon execution of Exhibit A and a final payment of Five Hundred and Thousand United States Dollars (US$ 500,000.00), Sixty (60) days after the payment of the initial amount.

The terms of Exhibit A further required the Defendant to conduct due diligence into the affairs of TV Africa within 30 days after the initial commitment payment and thereafter issue a “Notice of Satisfaction of Due Diligence” if such due diligence was satisfactory to Defendant. Thereafter the Defendant was to take over management of the TV Africa.

PLAINTIFF’S CASE

I must state at the outset that the inconsistencies inherent in the pleadings in Plaintiff’s Statement of Claim initially rendered his case rather confusing. I say so because the Plaintiff appeared to be swinging between two assertions which in my view could not be made in the alternative or interchangeably- that is, the claim of the said loans having been advanced to Film Africa on the one hand and the same having been advanced to TV Africa on the other. The fact that each of the said companies has a separate legal persona is a principle that is so well- received that I find no need to cite any authorities in support of same.

My confusion was indeed heightened by the Reliefs endorsed on the Plaintiff’s Writ of Summons since they were sought against Film Africa and not TV Africa.

This confusi