MULTIGROUP CONSULTANTS LTD & ANOTHER v. ELIZABETH DUFOUR POKU & ANOTHER
2016
COURT OF APPEAL
GHANA
CORAM
- S. MARFUL-SAU, JA (PRESIDING)
- A. M. DORDZIE, JA
- L. L. MENSAH, JA
Areas of Law
- Corporate Law
- Civil Procedure
2016
COURT OF APPEAL
GHANA
CORAM
AI Generated Summary
The High Court Accra (Commercial Division) ruled that Kwabena Boadi-Aboagye should provide the bank statements of the company he co-founded with the plaintiffs' deceased relative, whose estate the plaintiffs represent. Boadi-Aboagye's appeal was dismissed because it was not in compliance with Rule 8(4) and lacked merit. The court held that since the plaintiffs claimed oppression and particularized fraud, transparency and access to the bank statements were necessary. The appeal's dismissal emphasized the importance of providing specifics when alleging errors in law and confirmed court rulings on the procedural necessity of such particulars.
J U D G M E N T
AGNES M.A. DORDZIE, JA:-
FACTS:
The 2nd defendant appellant Kwabena Boadi-Aboagye and Yaw Samuel Dufour-Poku (deceased) were good friends. They both formed the 1st defendant company; the two were the only directors and each of them owned 50% shares in the company.
Yaw Samuel Dufour-Poku died in April 2005. The plaintiffs are his widow and son respectively and the beneficiaries of his will. It is alleged by the plaintiffs that the 2nd defendant at the death of their relative misrepresented facts about his interest in the 1st defendant company to them. According to the plaintiffs though the company is a limited liability company with the deceased owning 50% of its shares the 2nd defendant presented to them that the business is a partnership and paid GHc15,000 to the plaintiffs as the deceased's interest in the alleged partnership.
According to the plaintiffs it took a search at the Registrar General's Office to know the state of affairs of the 1st defendant company and the interest the deceased held in the said company. To the plaintiffs the affairs of the company are being conducted in a manner which is oppressive to the interest of the estate of the deceased as a director/ shareholder of the company and by extension the interest of the plaintiffs. They therefore instituted an action in the High Court Accra (commercial Division) praying for the following declarations:
a) That the deceased Yaw Samuel Dufour-Poku held 50% shares in the 1st defendant company prior to his death in April 2005.
b) That plaintiffs as the devisees and beneficiaries of the will of the late Dufour-Poku they, or their representatives are entitled to be registered as shareholders and directors of the 1st defendant company to protect their interest; and a further order directed at defendants to substitute the deceased with the plaintiffs or their chosen representatives as shareholders and directors of the 1st defendant company.
c) That the affairs of the 1st defendant company are being conducted in a manner oppressive to the interest of the estate of the deceased
d) That having failed to consult the plaintiffs or the executors or to involve them in a decision to appoint Kwaku Adu-Gyamfi and Kingsford Daniel Laryea in 2008 as directors of the company to replace the deceased, their appointment is null and void.
The plaintiffs further prayed for the following orders:
e) An order directed at the defendants to rectify the membership of the 1st defendant company to