GH - OWUSU v. R. N. THORNE LTD. AND ANOTHER

The plaintiff sued the defendants, R. N. Thorne Ltd. and J.K. Anane. The plaintiff, by an ex parte motion, obtained an [p.91] absconding warrant against Mr. R. N. Thorne, one of the directors of the first defendant company. The present proceedings are to determine if there is probable cause for believing that the defendant is about to leave the jurisdiction: see the Supreme [High] Court (Civil Procedure) Rules, 1954,1 Order 35, r. 2. It was argued on behalf of the first defendant that the plaintiff sued R. N. Thorne Ltd. as the first defendant as distinct from R. N. Thorne personally. Counsel submitted that as the first defendant is a limited liability company with a separate personality from the directors, and as Mr. Thorne has not personally contributed to or personally caused the injury, he cannot be held personally liable for the torts of the limited liability company, and that Order 35 on the whole cannot be evoked against a limited liability company. Counsel further submitted that the action in this case does not fall or come within the limited exceptions where the directors of a company are held personally responsible.

On behalf of the plaintiff it was argued that the first defendant acts through human beings and the human beings are therefore responsible for the acts of the company; that, as in this case Mr. R. N. Thorne and his wife are the only directors, the two therefore comprise the first defendant company. They have sold some of their property, closed their office and Mr. R. N. Thorne is going on leave and is not likely to return to Ghana and it was submitted he must therefore give security for his appearance.

What the court has to determine in this motion is whether R. N. Thorne personally or the company is the first defendant in this case. The theory of legal personality of corporations has its own practical problems but it is clear that a limited company or corporation has legal existence apart from the directors and members, and it is in a few recognised exceptions that the law lifts the "corporate veil," as it has been put, and looks to the directors and members personally. On the plaintiff's own pleadings he sued R. N. Thorne Ltd. the first defendant and one other as the second defendant— the first defendant was the master of the second defendant. It may well be and undoubtedly is true that R. N. Thorne and his wife are the only directors of the company but the company exists apart from the directors and the members. To hold that

OWUSU v. R. N. THORNE LTD. AND ANOTHER

Areas of Law

JUDGMENT