RANSOME GATORWAY HAMENYA vs STANBIC BANK GHANA LIMITED
2022
HIGH COURT
GHANA
CORAM
- HER LADYSHIP, JANE HARRIET AKWELEY QUAYE (MRS.),
Areas of Law
- Civil Procedure
- Corporate Law
- Contract Law
- Banking and Finance Law
2022
HIGH COURT
GHANA
CORAM
AI Generated Summary
In the Ghana High Court, Her Ladyship Jane Harriet Akweley Quaye (Mrs.) resolved a preliminary challenge to capacity in a suit brought personally by the Managing Director and 100% shareholder of Eva Oil Ltd against Stanbic Bank. Samuel sought multiple remedies over an overdraft facility and insurance-related losses after a fire at his Kokomlemle filling station. Stanbic Bank argued that Eva Oil Ltd, not Samuel personally, was the contracting party and the company’s separate legal personality meant it was the proper plaintiff. The court emphasized capacity as a fundamental issue, noted Exhibit A confirmed the contract was between Eva Oil and Stanbic, and found no compliance with derivative or representative procedures under Act 992 and CI 47. The court held the plaintiff lacked locus standi and struck out the writ as incompetent.
After Pre-Trial Conference had failed in this matter and issues for trial had already been determined, Counsel for Defendant raised the issue of capacity of Plaintiff to mount this action. The Court therefore set down issue 1 which is on the capacity of the Plaintiff as an issue to be determined by Legal Argument and the parties were ordered by the Court to file their Legal Argument on the 30th of March, 2022 and 26th of April, 2022 respectively.
The antecedent to this case is that the Plaintiff has mounted an action in the Registry of this Court on the 1st of November 2018 against the Defendant for the following reliefs as stated in the Writ of Summons and Statement of Claim:
1. A declaration that Defendant breached the contractual obligation owed the Plaintiff which resulted in Plaintiff losing his insurance premium and other benefits during the fire that ravaged his filing station at kokomlemle.
2. A further order for Defendant to pay the full cost of the insured premises which otherwise would have been borne by the insurance company.
3. An order for the Defendant to return all documents that Plaintiff used as collateral for obtaining a loan which loan has long been paid off.
4. An order from the Court declaring that the Defendant is not entitled to debit the Plaintiff’s account with any sum of money in payment of any interest accrued on the initial loan already paid and the overdraft
5. Repayment of the full amount of over deductions made on Plaintiff’s account with Defendant bank
6. Damages for breach of contract
7. Cost especially for legal services.
LEGAL ARGUMENTS BY COUNSEL FOR PLAINTIFF
The gravamen of the legal arguments submitted by the Plaintiff is that he has proven abundantly that he is the owner of Eva Oil Ltd. with 100% shares at stake and the loan the subject matter of Plaintiff’s action that was obtained from the Defendant bank was secured by Plaintiff’s own properties including his personal residence in Tema which is the address of the Head Office of Eva Oil Ltd. That as far as the documentation can prove, Plaintiff was the de facto party to the contract and singed every piece of paper ever signed to contract the loan including the documents and account holdings (Exhibit ‘FGH 1’). Plaintiff argued that the governing principle of incorporation is that a company is an artificial human being and only able to run its business through its Board of Directors (Section 137 of the Companies Code, 1963, this is amended companies