GH - MRS. CHARITY TUFFOUR v. PERINA TWUM & ORS

RULING

This court has been called upon to determine whether the 1st and 2nd Defendants are proper parties to the instant suit. The Plaintiff has alleged in his amended statement of claim filed on 16/02/17 that these Defendants who are a teacher and banker respectively, advised her to invest money in their Micro Finance Business. She did so, and was given an investment certificate bearing the name of the 3rd Defendant Company, but upon maturity, they were unable to re-pay the money. In her statement of defence, the 1st Defendant alleged that the Plaintiff invested her money in Uni-Gold Microfinance Company Limited of which she is the Manageress.

The 2nd Defendant also averred that she informally told the Plaintiff who is her neighbor about the 1st Defendant’s business where she could invest her money. In effect, the 1st and 2nd Defendants are saying that the Plaintiff dealt with a limited Liability Company, now the 3rd Defendant herein, and there was no dealing in their individual capacities. The lawyers for the parties were ordered to file their submissions on this preliminary legal point. Counsel for the Defendants filed his submissions on 04/01/18; the Plaintiff’s lawyer was granted an extension of time within which to file his submissions, but as at 9am on 05/02/18, he had not filed the same. In the written submissions of counsel for the Defendants, reference was made to the investment certificate issued to the Plaintiff and the certificate of incorporation of the 3rd Defendant, copies of these documents were annexed and marked as exhibits ‘1’ and ‘2’.

It must be emphasized that the practice of attaching documents to written submissions amounts to adducing evidence through the back door which is improper and procedurally wrong. Therefore, this court will not consider exhibits ‘1’ and ‘2’, in determining the preliminary issue. It was submitted on behalf of the 1st and 2nd Defendants, that upon incorporation, the 3rd Defendant assumed a separate and legal personality distinct from the people who formed it, or the people who are behind it. Therefore, the officers of the company cannot be personally liable for the acts of the company. Morkor v Kuma (1998-99) SCGLR 620; Salomon v Salomon (1897) AC 22, HL cited. Sections 24 and 137(1) of the Companies Act, 1963, Act 179 also referred to. Counsel for the Defendants has rightly stated the principle of separate legal existence of incorporated companies. T

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MRS. CHARITY TUFFOUR v. PERINA TWUM & ORS

Areas of Law

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