NOWFILL S. LABA VS LENNAP AND CO. & ANOR
2016
HIGH COURT
GHANA
CORAM
- HER LADYSHIP JUSTICE JENNIFER ABENA DADZIE
Areas of Law
- Corporate Law
- Civil Procedure
2016
HIGH COURT
GHANA
CORAM
AI Generated Summary
The Applicant filed a motion for reliefs against the 1st Respondent under Section 217 of the Companies Act, alleging illegality. The 1st Respondent sought to dismiss the motion but was denied. The main legal issues revolved around whether the acts of the Company Secretary could be deemed acts of the company itself, and whether certain actions taken without board approval were valid. The court concluded that acts by the Company Secretary within the scope of ordinary administrative duties are indeed acts of the company. The court also determined it had jurisdiction and declared certain actions void for lack of quorum or board approval, including share transfers and convening meetings.
Against the backdrop of the Applicant’s originating notice of motion filed with the Registry of this Court on June 9, 2016 for declarative and injunctive reliefs against the 1st Respondent, who according to the Applicant, was perpetuating irregularity and acts of illegality in the name of the 2nd Respondent (hereinafter, the“Company”) under Section 217 of the Companies Act, 1963, Act 179 (hereinafter, the “Companies Act”), the 1st Respondent, on June 27, 2016, filed an application for an order to strike out the said motion.
The grounds for the application of the 1st Respondent catalogued in its motion paper state as follows: i. Applicant has wrongly invoked the jurisdiction of the Court against 1st Respondent for reliefs sought.
Applicant has no cause of actions against 1st Respondent in so far as the allegations upon which Applicant’s action are founded is concerned.
After carefully considering the various arguments canvassed by Counsel for 1st Respondent to strike out the substantive application and those by Counsel for Applicant against its dismissal respectively, and the affidavit evidence that was placed before me, I decided that a determination of the issues raised in the motion to strike out the Applicant’s substantive application would have the import of determining some pertinent aspects of that substantive application.
For that reason, I went ahead to dismiss the motion filed by the 1st Respondent to strike out the Applicant’s originating notice of motion but reserved my reasons to be delivered later when I determine the substantive application, which I now proceed to do in this judgment.
In the wake of my dismissal of the 1st Respondent’s application to strike out the Applicant’s substantive application, the 1st Respondent filed its affidavit in opposition to the Applicant’s originating notice of motion in pursuance of the directives of the Court.
I have reviewed the grounds on which the 1st Respondent opposes the grant of the substantive application filed by the Applicant.
It is my conclusion that the Statement of Case filed by the 1st Respondent in support of its application for an order to strike out the Applicant’s notice of motion incorporates almost entirely the arguments raised by the 1st Respondent in its affidavit filed in opposition to the substantive application.
My work in this regard, has been simplified.
I will therefore treat both the motion to strike out the Applicant’s case and the substantive case as one and dispose of