MATTHEW QUAYSON VS MATDUSON COMPANY LTD. & ORS
2024
HIGH COURT
GHANA
CORAM
- HER LADYSHIP JUSTICE PATRICIA QUANSAH
Areas of Law
- Company Law
- Contract Law
2024
HIGH COURT
GHANA
CORAM
AI Generated Summary
The case involved a dispute over the transfer of shares and appointment of directors in a company. The Applicant, an original shareholder and director, claimed his shares were transferred to two new parties without his consent. The court found that there was insufficient evidence of a valid share transfer, as there was no proper written documentation as required by the Companies Act. The court ordered the restoration of the Applicant's original shareholding and declared the appointment of the new directors null and void. This case emphasizes the importance of following proper procedures and documentation in corporate governance, particularly in matters of share transfers and director appointments.
1. INTRODUCTION[i] The Applicant herein, per his Counsel, filed an application before this Court under sections 217 and 218 of the Companies Act, 2019, Act 992 and this application was subsequently amended for the following reliefs: i) An order to set aside the transfer of the Applicant's shares in the 1st Respondent company to the 3rd and 4th Respondents as ultra vires and contrary to the constitution of the 1st Respondent company.
ii) An order directed at the 1st Respondent to restore the Applicant's 300 ordinary shares in its register of members iii) An order to the Registrar of Companies to restore the Applicant's 300 ordinary shares in the Registrar Generals Department.
iv) A declaration that the appointment of the 2nd (sic) and 4th Respondents as directors of the company without the knowledge and consent of the Applicant is in breach of the Constitution of the 1st Respondent Company and is null and void. [ii] The said sections 217 and 218 of Act 992 provide thus: General saving of existing law relating to officers.
217 The rights, duties and liabilities of officers and agents of companies shall continue to be governed by the rules of the common law and equity relating to principal and agent, and master and servant except in so far as those rules are not inconsistent with the express provisions of this Act.
Injunction or declaration in the event of illegal or irregular activity 218 (1) The Court on the application of a member may by injunction restrain the company, (a) from doing an act or entering into a transaction which is illegal or beyond the power or capacity of the company or which infringes a provision of the constitution of the company, or(b) from acting on a resolution not properly passed in accordance with this Act or the constitution of the company, and may declare that act, transaction or resolution already done, entered into, or passed to be void.
Subsection (1) does not derogate from the protection afforded by a provision of this Act to a person dealing with the company.
In relation to acts beyond the capacity or power of the company, this section is subject to section 19 and does not limit its application.
The right afforded to a member to apply to the Court, does not limit the right that member may have to institute proceedings against a director of the company pursuant to section 200 or to apply to the Court under section 219.
In proceedings by a member under this section, the Court may order the member to gi