GH - TATIANA BOYA v. MARIO DE CATALDO & Other

KULENDI JSC:

INTRODUCTION

1. For the purposes of convenience, the parties in this Appeal shall retain their original

designations as Plaintiff, 1st Defendant and 2nd Defendant, as the case may be.

The instant appeal is at the instance of the Plaintiff. The Plaintiff is contesting the

concurrent judgment of the Court of Appeal dated 30th September, 2013 by which the learned Justices of the Court of Appeal upheld a judgment of the High Court

which dismissed the Plaintiff’s claim of beneficial interest as a shareholder in the

2nd Defendant.

BACKGROUND

2. The antecedent contention which necessitated the disputations before the High

Court and as can be gleaned from the respective pleadings of the parties are as

follows:

3. The Plaintiff by an Amended Writ of Summons and Statement of Claim filed on the

25th January, 2013 averred that she is the Managing Director, majority shareholder

and the registered secretary to the board of directors of the 2nd Defendant

Company. She contends that at all times material, she was cohabiting with the 1st

Defendant whilst also managing and in charge of the local running of the 2nd

Defendant, including arranging for contracts in Ghana, the African region and

related business transactions. According to the Plaintiff, the 1st Defendant, on the

other hand, was resident in Italy and supplied goods ordered by 2nd Defendant

while also visiting Ghana from time to time.

4. Per a deed of transfer dated 13th December, 2006 and stamped as LVB 5440A/9,

1st Defendant transferred 3,134,734.400 of 2nd Defendant’s shares valued at GH¢

31,347,344 to the Plaintiff. On 8th June, 2010, per another deed of transfer, 1st

Defendant transferred to the Plaintiff an additional 153,601.99 shares of 2nd

Defendant valued at GH¢ 153,601.99 out of 1st Defendant’s shares. This made the

Plaintiff the majority shareholder of 2nd Defendant.

5. The Plaintiff alleges that despite the on-going business of the 2nd Defendant and

the proceeds accrued thereto, the bank accounts of the 2nd Defendant was always

near empty as 1st Defendant regularly transferred all monies to his home country,

Italy, where he is ordinarily resident. Objections raised to the money siphoning by

the 1st Defendant went unheeded. Frustrated, Plaintiff in September 2011 asked

that all assets of the 2nd Defendant be shared between the parties. 1st Defendant aggrieved by Plaintiff’s request, demanded for all title documents covering the

assets of 2nd Defendant.