MR. ISAAC KWADWO GYASI v. MR. KWAKU NNURO & ORS
October 16, 2018
HIGH COURT
GHANA
CORAM
- DR. RICHMOND OSEI-HWERE
Areas of Law
- Contract Law
- Evidence Law
- Corporate Law
- Commercial Law
October 16, 2018
HIGH COURT
GHANA
CORAM
AI Generated Summary
Isaac Kwadwo Gyasi sued Stephen Kwaku Nnuro and associated defendants over a Working Contract Agreement for importing goods from China, under which each party was to contribute to an initial US$170,000 working capital and share profits equally. Gyasi advanced US$74,000 and later gave the contractually required four‑months’ withdrawal notice, seeking refund of his contribution and payment of profits. Exhibit A documented the agreement; Exhibit E recorded Nnuro’s undertaking to refund US$74,000 and pay GH¢19,000 profits in installments. The court held that only Nnuro was a party to the contract; the 2nd–5th defendants (including Mrs. Theresa Nnuro and companies) were not parties and could not be liable due to separate corporate personality. Applying the Evidence Act’s rules on written instruments, admissions, and estoppel, and emphasizing freedom of contract, the court ordered refund of US$74,000 with interest from December 7, 2014, payment of GH¢19,000 with interest from November 2014, and costs of GH¢10,000 against Nnuro.
JUDGMENT
By a Writ of Summons and Statement of Claim filed on April 24, 2015, the Plaintiff brought this action to this Honourable Court seeking reliefs contained in the Writ of Summon as follows:
a) A recovery of an amount of SEVENTY-FOUR THOUSAND UNITED STATES DOLLARS ($74,000.00) or its equivalent in Ghana Cedi being refundable amount the Plaintiff paid to the Defendants.
b) Interest at the current commercial bank rate on the sum claimed in relief (a) from December 7, 2014 till date of final payment.
c) Recovery of the sum of NINETEEN THOUSAND, SIX HUNDRED AND FIFTEEN GHANA CEDIS(GH₡19,615) being the Plaintiff's total share of declared profits from February 2014 to November 2014.
d) Interest on the declared profits in relief (c) from November 2014 till date of final payment.
The Plaintiff’s Case
The gravamen of the plaintiff’s case is that he entered into a refundable working capital agreement with the defendant for the importation of goods from China, and that the said agreement was reduced into writing per Exhibit A. In furtherance of the agreement, it is the plaintiff’s case that he advanced an amount of seventy-four thousand United States Dollars (US$74,000) to the Defendant. It is also the plaintiff’s case that per the agreement the parties were supposed to share the profit from the sale of the imported goods and that if a party intends to withdraw from the business a four-month notice must be served on the other party in lieu of the payment of the total working capital. According to the Plaintiff the Defendants were not transparent in the conduct of the business and on 7th August, 2012 he served the four months mandatory notice for a refund of his Seventy-four thousand United States Dollars in accordance with the agreement. The plaintiff stated that the first Defendant subsequently made a written undertaking to pay the said amount as well as his (plaintiff’s) share of the declared profit by instalment but the same was not fulfilled.
The Defendant’s Case
The 1st defendant denied liability to the plaintiff’s claim. He stated that the plaintiff initially contributed US$45,000.00 into the business and made another payment of US$29,000.00 bringing the total to US$74,000.00. He stated that in spite of the fluctuation in exchange rate which affected the import business he has advanced about GHC 120,000.00 to the plaintiff as his share of profit. It is also the 1st defendant’s case that at the time the plaintiff invested in the business the US Do