MRS. CAROLINE AKL & ORS VS MR. ALWAN HITTI & ORS

Justice Jennifer Abena Dadzie of the High Court (Commercial Division) considered an application by the original shareholders of the 3rd Respondent company seeking to restrain and annul transfers and allotments of shares in favour of the 1st Respondent, Alwan Hitti, and the 2nd Respondent. The Applicants alleged that shares allocated to family members, including the late Theresa Hitti, were unlawful, issued without proper resolutions, and without consideration. After initial orders were entered when the respondents did not oppose, the 2nd Respondent appeared, obtained a set-aside, and filed opposition supported by email instructions, corporate filings at the Registrar of Companies, and a share certificate evidencing 143,060 fully paid shares. Applying the Evidence Act’s burden of persuasion and the Companies Act’s rules on membership, the court held that the Applicants failed to prove illegality, while the 2nd Respondent’s membership was supported by prima facie documentary evidence and the unanimous consent principle. The application to annul her shares was refused, and costs of GH¢2,500 were awarded to the 2nd Respondent.