SAMUEL APPIAH AMPOFO & 1 ors VS ALBERT OWUSU BARNAFO & 2 ors
April 20, 2015
HIGH COURT
GHANA
CORAM
- JUSTICE GEORGE K. KOOMSON
Areas of Law
- Corporate Law
- Evidence Law
- Equity and Trusts
- Civil Procedure
April 20, 2015
HIGH COURT
GHANA
CORAM
AI Generated Summary
In a shareholder and corporate governance dispute involving Newgen Investment Limited, Appiah Ampofo and Nana Konadu Agyemang Rawlings claimed they founded Newgen in 1995, using Albert Owusu Barnafo and Edmund Arnong as bare trustee shareholders and directors, and that both trustees executed a Declaration of Trust and share transfer instruments. Plaintiffs kept original incorporation documents and the GREL share certificate and operated Newgens HSBC London account under a mandate naming Ampofo as legal representative. Barnafo later unilaterally removed company secretary Sam Ebow Enos, appointed a 2nd defendant firm as secretary, and pursued an EGM to remove Ampofo. Denying the trust, Barnafo alleged forgery and claimed ownership. The court found plaintiffs ownership evidence credible, held the trust and transfer instruments genuine and effective, ruled Barnafos unilateral actions invalid under section 190(3) of the Companies Act, declared the EGM notice unlawful, granted declaratory and injunctive reliefs, and dismissed the defendants counterclaim, awarding costs.
In this action, the plaintiffs asked for the following reliefs:
a. A declaration that the 1st defendant was only a bare trustee of the 500 shares held by him in the 3rd Defendant Company.
b. A declaration that the shares held by the 1st defendant have been validly transferred to the 2nd Plaintiff.
c. A declaration that not being a share holder, the 1st defendant cannot requisition a shareholder’s meeting.
d. A declaration that the Notice of the Extra Ordinary General Meeting of the 3rd Defendant Company issued by the 2nd Defendant Company is invalid.
e. An order of Perpetual Injunction to retrain the 1st defendant from claiming or holding himself out as a shareholder of the 3rd Defendant Company or from exercising any of the rights or powers of a shareholder in relation to the 3rd Defendant Company.
f. An order of Perpetual Injunction to restrain the 2nd Defendant from acting or holding themselves out as company secretaries of the 3rd Defendant Company.
g. An order of Perpetual injunction to restrain the 1st defendant from exercising any of the collective powers of the Directors to the exclusion of the 1st plaintiff from purporting to conduct the affairs of the 3rd Defendant Company in the manner that is oppressive to the plaintiffs as shareholders.
The defendants have also in a counterclaim asked for:
1. A declaration that the plaintiffs are not shareholders of the 3rd Defendant Company.
2. A declaration that the plaintiffs not being shareholders of the 3rd Defendant, they cannot requisition a shareholders’ meeting.
3. A declaration that the Notice of the Extraordinary General Meeting of the 3rd Defendant Company issued by the plaintiffs is invalid.
4. A declaration that the Deed of Transfer and Declaration of Trust purportedly signed by the 1st defendant are invalid and null and void as having been created by the plaintiffs themselves.
5. An order of Perpetual Injunction restraining the plaintiffs from claiming or holding themselves out as shareholders of the 3rd Defendant Company or from exercising any of the rights or powers of a shareholder in relation to the 3rd Defendant Company.
6. An order of Perpetual Injunction to restrain the 2nd plaintiff from claiming or holding herself out as a Director of the 3rd Defendant Company or from exercising any of the rights or powers of a director in relation to the 3rd Defendant Company .
It is noted at the onset that the 2nd defendant did not contest the case. The case of the plaintiffs is t