Nowfill S. Laba v. Aid S. Laba & anor
2018
COURT OF APPEAL
GHANA
CORAM
- Gyaesayor, JA (presiding)
- Dennis Adjei, JA
- Torkornoo (Mrs.,) JA
Areas of Law
- Corporate Law
- Civil Procedure
2018
COURT OF APPEAL
GHANA
CORAM
AI Generated Summary
The appellate court reviewed a high court's ruling finding the appellants in contempt for actions violating court orders amidst a family dispute over the management of Latex Foam Rubber Products Ltd. The court upheld the contempt conviction, dismissing the appeal and emphasizing the willful disobedience and violations of court orders in appointing a new chairman and director without proper procedures.
Torkornoo, J.A.
Background: This appeal arises from the second suit commenced by and against persons closely related to each other. The appellant was the applicant in a high court suit numbered Misc/68/15. As a 50% shareholder and managing director of Latex Foam Rubber Products Ltd (Latex Foam), he had commenced the action by an originating motion for the winding up of Latex Foam, which was the 2nd Respondent in the suit. The 1st respondent was his brother, Aid S. Laba. In that action, he complained that the 1st Respondent, who was Chairman of Latex Foam, had been exercising his powers as a Chairman of the board of directors in an oppressive manner that was prejudicial to his interests as director and shareholder. He said that as Chairman of the board of the Company, the said Aid Laba had a casting vote and he was wielding this casting vote to make it impossible for the appellant to initiate proceedings in the name of the Company against the 1st respondent for the breach of his duties to the Company. He said Aid Laba had also sought to increase the membership of the board of directors in a manner that effectively amended the Regulations of the Company and destroyed the balance of power given to the appellant as a 50% shareholder on the board of directors. The new directors he was bringing into the Company were his son Wissam Laba, and Louis Abi Habib. It was also the case of the appellant that the relationship between himself and his co-shareholder had so deteriorated that they could no longer directly communicate. He therefore prayed the high court for the following orders.
Reliefs:
1. An order for just and equitable winding up of the Company, Latex Foam Rubber Products Ltd. under S4 of the Bodies Corporate (Official Liquidations) Act 1963 (Act 180). In the alternative to relief (a)
2. An order that the shares of the 1st Respondent be sold to the Applicant at their fair value or at any other value at which the court may see fit to order their sale. In the alternative to relief (a) and (b)
3. A declaration that the free use of the Company’s property by Moon Beam Company Ltd. on the authority of the 1st Respondent is not in the best interest of Latex Foam Ltd. and a breach of the 1st Respondent’s fiduciary duty to the Company.
4. A declaration that the free use of the Company’s property by GDS Training Center on the authority of the 1st Respondent is not in the best interest of Latex Foam Ltd. and a breach of the 1st Respondent’s fiduciary duty to