ROULA ZRAIK v. TRANSLAS LIMITED & ORS
2017
SUPREME COURT
GHANA
CORAM
- ATUGUBA, JSC (PRESIDING)
- DOTSE, JSC
- BAFFOE-BONNIE, JSC
- BENIN, JSC
- PWAMANG JSC
Areas of Law
- Civil Procedure
- Property and Real Estate Law
- Corporate Law
- Tort Law
2017
SUPREME COURT
GHANA
CORAM
AI Generated Summary
This Supreme Court case concerns multiple Apremdo Industrial Area plots in Takoradi—D3, D4, D6, D7, D8, D9, and D14—originally associated with Cream Timber Moulding Company Limited. The Respondent, its majority shareholder, sued Translas Limited and her uncle, Hussein Zraik, seeking to nullify any agreement allowing Translas to occupy the plots, a perpetual injunction, and trespass damages; the Appellant, from whom Translas rented, joined as third defendant. The defendants showed Cream Timbers had assigned its interest to Dalebrook Limited in 2003; the plots were later attached and sold at a public auction in 2008, where the Appellant purchased. Cream Timbers’ 2009 suit to set aside the auction failed in 2010 and was not appealed. The Supreme Court held that res judicata barred the Respondent, as privy of Cream Timbers, from re-litigating ownership against the Appellant, criticized the lower courts’ focus on managerial authority, and allowed the appeal, setting aside their judgments.
YAW APPAU, JSC:-
The fundamental issue raised in this appeal, which is a second appeal by the Appellant, having lost the first appeal in the Court of Appeal is; Whether or not the ownership of the disputed properties described as Plot Nos. D3, D4, D6, D7, D8, D9 and D14, Apremdo – Takoradi, had already been determined between the two parties by a court of competent jurisdiction as at the time the Respondent instituted this action in the trial High Court on 11th February, 2011.
The genesis of this appeal is that; the Respondent herein instituted action in the High Court, Sekondi as the majority shareholder in a company by name Cream Timber Moulding Company Limited (hereinafter referred to as Cream Timbers). Her claim, initially, was against two defendants, namely; TRANSLAS LIMITED and her own uncle by name HUSSEIN ZRAIK, as 1st and 2nd Defendants respectively. The reliefs sought in the claim against the Defendants jointly and severally were for:
An order setting aside whatever agreement existing between the Defendants, which agreement gave the 1st Defendant the right to reside and carry on business on Cream Timbers’ premises on Plot Nos. D3, D4, D6, D7, D8, D9 and D14, Apremdo Industrial Area, Takoradi as illegal and invalid;
An order of perpetual injunction restraining the 1st Defendant, whether by itself , its agents, assigns, privies, servants etc. and the like howsoever from entering the said plots of land either to reside or to carry on business thereon; and
Damages for trespass.
Her case in brief was that the said properties belonged to Cream Timbers of which she was the majority shareholder with 60% shares while the 2nd Defendant was the minority shareholder with 40% shares. She became a majority shareholder by succession per a judgment of the High Court dated 26th July 2002. However, she did not know how the 1st Defendant came to settle on the land. She was therefore praying the trial court to nullify any purported agreement entered into between the 1st Defendant and the 2nd Defendant that permitted the 1st Defendant to settle on the properties, since she was not a party to any such agreement. She also prayed for an order to restrain the 1st Defendant from entering and doing business on the said properties and damages for trespass. The Appellant herein, from whom the 1st Defendant rented the property in dispute, successfully applied to join the action as the 3rd Defendant.
From the totality of the evidence on record and particularly the uncha