M. J. STEEL (GHANA) v. A. LANG LIMITED

1.My Lords, this appeal pertains to salient issues germane to the law of contract, entailing the proper construction of contractual terms, performance obligations, repudiatory breaches, and attendant remedies. The key question raised for determination in this appeal is whether a defaulting purchaser of land can resist termination of the contract by relying on part performance of obligations, notwithstanding his failure to settle the full payment price on time.

2.The appeal emanates from a judgment of the Court of Appeal, Accra dated the 28th of January 2022, reversing the trial court’s decision, which had dismissed the Plaintiff/Appellant/Respondent’s claim against the Defendant/Respondent/Appellant for an order for a more perfect assurance and transfer of title, and for injunctive relief.

3.For purposes of convenience, the Parties shall bear the same designation as in the trial court and accordingly, the Plaintiff/Respondent herein shall simply be referred to as the Plaintiff, whilst the Defendant/Appellant shall be referred to as the Defendant.

FACTS

4.The Defendant, a limited liability company, was the owner of two leasehold properties and described as Kumasi Plot No. 17, Block “J” (S.5117/TJ) and Kumasi Plot No. OI Block XVIII (K.16568) Suame. The Plaintiff also a limited liability company, was a tenant in the said premises whereon it operated its businesses. The Defendant was desirous of disposing its interests in the said properties and offered them to the Plaintiff. The latter was interested, and agreed to buy. Accordingly, on the 13th of August 2009, both Parties entered into a contract by which the Defendant offered to sell and the Plaintiff agreed to purchase the said properties for the sum of USD$350,000.00, on certain terms and conditions.

5.Two instruments of conveyances were prepared to embody the terms and conditions of the Parties’ agreement, first a Contract of Sale tendered into evidence at the trial as Exhibit “H”, dated 13th August 2009, and a Deed of Assignment also dated 13th August 2009 tendered as Exhibit “E”.

6.On the 14th of August 2009, the Defendant wrote a letter Exhibit “A” addressed to the Plaintiff requesting the latter to (i) undertake an immediate settlement of the outstanding mortgage debt on the properties, in the amount of Ghc74,268.22 due to the Ghana Commercial Bank, Suame Branch, deduct it from the sale proceeds, and also release a cheque for payment of commitment fee (ii) provide details of m