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PRESTEA SANKOFA GOLD LTD. v. ELIZABETH KISSI ESSUMAN & ANOR

2025

COURT OF APPEAL

GHANA

CORAM

  • EMMANUEL ANKAMAH, JA (PRESIDING)
  • DR. OWUSU-DAPAA, JA
  • KOFI AKROWIAH, JA

Areas of Law

  • Contract Law
  • Property and Real Estate Law
  • Civil Procedure

AI Generated Summary

Finali Limited, developer of the Airport Hills Estate in Accra, appealed a High Court judgment that compelled it to consent to assignment of Plot 161, decreed specific performance of a 2010 sale from Mrs. Elizabeth Kissi Essuman to Prestea Sankofa Gold Limited, and awarded GH¢1,000,000 in general damages plus GH¢500,000 costs. The Court of Appeal, per Dr. Ernest Owusu‑Dapaa JA, framed the dispositive question as whether Section 5(1) of the Contracts Act 1960 allows a prospective assignee to enforce a lease covenant that consent to assignment not be unreasonably withheld. Applying an intent‑based reading, the court held Clause 2(xix) restrains the lessee and does not purport to confer a directly enforceable benefit on future purchasers. Prestea was therefore at most an incidental beneficiary lacking locus standi against Finali. The court also clarified that refusal of consent is distinct from forfeiture, noted the trial judge’s speculative structural‑integrity comment, and struck out a non‑particularised ground. The appeal was allowed; all coercive orders, damages and costs against Finali were set aside, with GH¢20,000 costs awarded to Finali.

JUDGMENT