Ms. Sheery Ayittey v. Caridem Development Co. Limited and Mrs. Peace Aryee
2017
HIGH COURT
GHANA
CORAM
- HIS LORDSHIP SAMUEL K. A. ASIEDU, J
Areas of Law
- Corporate Law
- Evidence Law
- Civil Procedure
2017
HIGH COURT
GHANA
CORAM
AI Generated Summary
Sherry Ayittey sued Caridem, a limited liability company and majority shareholder in Nsawam Cannery Products Company Limited, and its secretary, after Caridem issued 4 February 2016 notices convening an extraordinary general meeting set for 16 February 2016 involving Nsawam Cannery and Calf Cocoa International Company Limited. Ayittey, a director of Caridem, held 100% of Caridems shares in trust for the 31st December Womens Movement under a deed of trust. Caridem candidly admitted it lacked authority to convene meetings for those separate legal entities and that its notices contravened the Companies Act, 1963 (Act 179). It also contended the Movement had removed Ayittey as trustee and appointed Ms. Mildred Annan under clause 6(b), supported by a resolution signed by accredited members. Applying principles on admissions and burdens of proof from Asante v. Bogyabi and the Evidence Act, the court granted Ayitteys claims but entered judgment for Caridem on its counterclaim concerning trustee removal. Each party bore its own costs.
By a writ of summons issued on the 11th February 2016, the plaintiff claims against the defendants: (a) A declaration that the 1st Defendant lacks the authority to convene a meeting in respect of Nsawam Cannery Products Company Limited and Calf Cocoa International Company Limited.
b) A declaration that the purported extraordinary general meeting of the 1st Defendant scheduled for 16th February 2016 is unlawful and void.
c) An order restraining the 1st Defendant, its officers or agents from holding or purporting to hold any meeting convened and conducted contrary to the provisions of the Companies Act, 1963 (Act 179).
d) An order restraining the Defendants whether by themselves, their agents, privies or assigns from convening, holding or purporting to convene or hold any meetings of the 1st Defendant for any purpose whatsoever in contravention of the provisions of Act 179. After entering appearance to the writ, the 1st defendant filed a statement of defence in which it counterclaimed for a “declaration that the plaintiff is not a 100% trustee and shareholder of the 1st defendant company. ”The case initially went before a pre-trial judge for settlement but, when the parties failed to settle at pre-trial, the matter was placed before the court for the trial of the following issues: 1. Whether or not the Plaintiff has been removed as a trustee holding a 100% shares in the 1st Defendant Company.
2. Whether or not the 31st December Women’s Movement has changed its name to Developing Women’s Movement.
3. Whether or not the new shareholder and trustee who was appointed after the removal of the Plaintiff as trustee shareholder requisitioned the extra-ordinary general meeting complained of.
4. Whether or not the Plaintiff is entitled to her claim.
5. Whether or not the Defendants are entitled to their counter-claim.
6. Any other issues arising from the pleadings.
From the pleadings, particularly paragraph 1 of the statement of defence, the court finds that the 1st defendant admits that the plaintiff is a director of the 1st defendant company.
The court, further, finds from the pleadings that the 1st defendant admits that the plaintiff was made a trustee of the 100% shares which the 31st December Women’s Movement held in the 1st defendant company.
The deed of trust was exhibited as exhibit A and 2 by the plaintiff and the 1st defendant respectively.
The court also finds, from the pleadings, that the 1st defendant is a limited liability company and a