MERCHANT BANK (GHANA) LTD v. GHANA PRIMEWOOD PRODUCTS LTD.

Ampiah J.A., writing for the Court of Appeal, addressed a dispute between a plaintiff-bank and a defendant-company over enforcement of a consent judgment arising from substantial banking facilities secured by a debenture and mortgage. The settlement required the company to pay at least ¢60 million in 1987 on a staged schedule, with provisions for negotiating any remaining balance and for execution on default, and discharged receiver and manager Mr. George Victor Okoh. The bank threatened execution, arguing the minimum had not been paid. The trial judge found otherwise, crediting amounts arising from Bank of Ghana exchange-rate reversals on E.C.G.D. bills initially guaranteed via Standard Chartered Merchant Bank. Applying the merger doctrine and Order 42, r. 15, the appellate court held that contractual interest under exhibits MBA and MBB could not be charged on settled sums, but remained applicable prospectively to future E.C.G.D. bills and Bank of Ghana “soft loan” liabilities, which were not executable until ascertained. Osei-Hwere J.A. and Essiem J.A. concurred, and the appeal was dismissed subject to a narrow variation preserving contractual interest on future liabilities.