ROBINSON SCRAP DISPOSAL INC. & ROBINSON SCRAP DISPOSAL INC. VS ANTHONY AGYARKO & NORTH AMERICAN AUTO PARTS SUPPLIERS LTD }
2018
HIGH COURT
GHANA
CORAM
- JUSTICE GEORGE BUADI J.
Areas of Law
- Civil Procedure
- Evidence Law
- Corporate Law
2018
HIGH COURT
GHANA
CORAM
AI Generated Summary
Two Canadian companies, including Robinson’s Scrap & Disposal Inc., sued in Ghana’s High Court (Commercial Division), alleging that first defendant Anthony Agyarko and a second defendant company took possession of eight containers of used goods shipped in 2009 to International Metals & Recycling Ghana Limited (IMRGL), sold the goods, and failed to account for proceeds totaling USD 400,000. Plaintiffs described IMRGL as a venture formed with Agyarko, Robert Thomas Robinson, and David Yang. The defendants challenged the suit, denying a sale-and-purchase agreement and, critically, contesting Robinson’s authority to represent the nonresident companies. The court scrutinized Robinson’s Exhibits A series and held that, under the Companies Act and Powers of Attorney Act, a shareholder’s letter of authorization is insufficient to confer the capacity to prosecute a suit; a properly executed power of attorney is required. Robinson’s evidence was expunged, leaving only pleadings, and the suit was dismissed.
1. 0 Background 1. 1 Plaintiffs are incorporated companies in Canada, resident and doing business in Canada under Canadian law.
They are thus nonresident entity within the jurisdiction, but Robert Thomas Robinson filed the suit in their names purportedly as their representative to prosecute this action on their behalves.
Their cause of action is that, they have shipped a number containers of used goods for the use of a company known as the International Metals & Recycling Ghana Limited (IMRGL), registered in Ghana and owned by 1st defendant and plaintiff’s authorized personnel Robert Thomas Robinson.
Their claim is that after clearance of the eight containers of goods from the port, 1st defendant in concert with 2nd defendant company could not give accounts of the sale proceeds.
1. 2 By their amended writ of summons dated 15 July 20161, plaintiffs’ claim against defendants jointly and severally is for the following reliefs: a A declaration by the Court that the Eight (8) containers of the used goods shipped to Ghana by the Plaintiffs have not been paid for the Defendants.
b An Order for the recovery of the cedi equivalent of USD$400, 000. 00 from the Defendants being the total value of the Eight (8) containers of used goods shipped to Ghana by Plaintiffs and sold by Defendant.
c Damages for Breach of Contract.
d Costs.
2. 0 Parties’ statement of case 2. 1 Plaintiffs’ case As I said just above, plaintiffs are incorporated companies under Canadian law; resident and doing business in Canada.
Robert Thomas Robinson claims to have been authorized by the plaintiffs to commence the action and to prosecute on behalves of the plaintiffs.
David Yang, a director of 2nd plaintiff company is also a shareholder director of IMRGL who plaintiffs claim received the goods by clearing them from the Tema port.
Plaintiffs’ case is that, their authorized representative, Robert Thomas Robinson together with David Yang, and 1st defendant formed the IMRGL under the laws of Ghana, and that 1st defendant is the managing director and majority shareholder of 2nd defendant company.
Plaintiffs’ case is that in or about 2009, acting through Robert Thomas Robinson and David Yang, together with 1st defendant Anthony Agyarko, they formed IMRGL in Ghana for the sale and recycling of metals and recyclable goods in Ghana.
Thus Robert Thomas Robinson, David Yang and Anthony Agyako are the directors of IMRGL with shareholding structure percentile as 40: 40: 20 respectively.
Acco