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January 15, 2025
SUPREME COURT
GHANA
ACKAH-YENSU, JSC:
INTRODUCTION
My Lords, intentionalism is the accepted approach to the interpretation of deeds and documents such as a written contract between the parties thereto. By this interpretative approach, the task of the interpreter is to ascertain the intention of the parties as per their written agreement. In undertaking this exercise, the intention must be gathered from and within the four corners of the document. The policy is to avoid a usurpation of what the parties deemed prudent to define their course and substitute the same with external thoughts. It is therefore not the function of the courts to think for parties to a written agreement, particularly parties who transact at arm's length. The Court's function when called upon to interpret a document is to decipher the intention of the parties from the document itself.
What has led to the instant appeal is a dispute regarding the construction of a sublease agreement that exists between the parties. The Plaintiff/Appellant/Appellant is the sub-lessee whereas the Defendant/Respondent/Respondent is the sub-lessor. The compass of the dispute is, however, limited to a determination of the contractual date of performance at clause 3.3 thereof. The said clause mandates the Defendant/Respondent/Respondent to construct parking spaces at the Airport City and allocate three hundred (300) of them to the Plaintiff/Appellant/Appellant. Although the principal contract does not stipulate any due date for performance, the Plaintiff/Appellant/Appellant contends that the same should be elucidated from an earlier contract as well as the parties' correspondence and conduct. For the
Defendant/Respondent/Respondent, the absence of any stipulated time frame in the contract absolves them of any liability to the Plaintiff/Appellant/Appellant.
For purposes of uniformity, the parties shall maintain their respective designations at the trial court. The Plaintiff/Appellant/Appellant shall therefore be referred to as the 'Plaintiff'. The Defendant/Respondent/Respondent shall also be referred to as the 'Defendant'.
BACKGROUND
On the 27 th of April 2016, the Plaintiff issued a writ of summons against the Defendant for the following reliefs:
i. A declaration that by virtue of the terms and conditions of the indenture of sub-lease made the 23 rd day of August 2012, between the Defendant as sub-lessor of the one part and Plaintiff as sub-lessee of the other part, Defendant is enjoined to construct and complete and ha
AI Generated Summary
Justice Ackah‑Yensu, JSC, delivering for the Supreme Court of Ghana, resolved a dispute over the interpretation of a 23 August 2012 sub‑lease (Exhibit A) governing Airport City Plot No. 18. PVI Group Inc. Ghana Limited, led by Dr. Kofi Amoah, asserted that the Defendant, a company incorporated in 2006 to manage Ghana’s airports, breached its obligation to build a multi‑storey car park and allocate 300 spaces by failing to meet a purported timeline drawn from an earlier 2001 sub‑lease to PVI Ghana Limited. The High Court recognized the Defendant’s obligation but found no breach because Exhibit A contained no timeline and refused to order a plan that would rewrite the contract; the Court of Appeal affirmed. Applying an intentionalist, four‑corners approach and the Evidence Act’s parol‑evidence rule, the Supreme Court held that no stipulated period exists in Exhibit A and that surrounding or prior documents cannot supply one. Even under an implied reasonable‑time analysis, the Defendant’s investor‑seeking efforts (including engagement with Farbissoti) showed no unreasonable delay. The Court deferred to concurrent findings and dismissed the weight‑of‑evidence appeal.