TSATSU TSIKATA v. JUBILEE GHANA MV21 INC HIDEOMYASHITA
2022
COURT OF APPEAL
GHANA
CORAM
- HENRY KWOFIE JA (PRESIDING)
- GEORGE KOOMSON JA
- RICHARD ADJEI-FRIMPONG JA
Areas of Law
- Civil Procedure
- Corporate Law
- Tort Law
2022
COURT OF APPEAL
GHANA
CORAM
AI Generated Summary
The Court of Appeal, per Richard Adjei‑Frimpong JA, considered two consolidated applications arising during Tsatsu Tsikata’s appeal after the High Court dismissed his personal action against Jubilee Ghana MV21 Inc and director Hideo Miyashita. The dispute originates from a 2008 advisory agreement between Straoil (Strategic Oil and Gas Resources), led by Tsikata, and Japanese company MODEC, concerning the FPSO Kwame Nkrumah at the Jubilee field; MODEC created Jubilee to own and operate the FPSO. Following Straoil’s dissolution and allegations of tortious interference and related misconduct, Tsikata sued. While his appeal was pending, MODEC voluntarily liquidated and dissolved Jubilee. The Court first struck out Jubilee from the appeal. Addressing whether MODEC could be substituted for the dissolved Jubilee, the Court held that dissolution permanently abates actions against a company; no liability transmits to others, and restoration under Act 1015 section 137 is the correct avenue. The Court also refused Tsikata’s late request to join MODEC on appeal, finding joinder improper and unnecessary, and noting tort liability is joint and several.
RICHARD ADJEI-FRIMPONG JA:
We begin this discourse with a recount of the factual background to the two related applications placed before us in a consolidated form. Doing so will put the issues comprised in them in proper perspective.
Some time in 2008, a company called Strategic Oil and Gas Resources (Straoil) incorporated in the British Virgin Islands entered into an agreement with a Japanese Company called MODEC by which Straoil was essentially, to provide advisory and related services to MODEC in connection with the tendering and award of contract for the installation and operation of FPSO Kwame Nkrumah in the Jubilee fields.
At all times material to the contract, Mr. Tsatsu Tsikata, (Mr. Tsikata), the respondent in the first application and applicant in the second application, was the Chief Executive Officer of Straoil. It is a fact devoid of dispute that he signed the subject agreement on behalf of his company.
In connection with the said agreement, a company called Jubilee Ghana MV21 INC (Jubilee) was established in the Netherlands by MODEC as a special purpose company earmarked to own and operate the FPSO Kwame Nkrumah. Jubilee was a wholly owned subsidiary of MODEC.
Following a chain of events in connection with the execution of the subject agreement, the details of which are not material to explore for now, Mr. Tsikata alleged certain breaches, fraudulent misrepresentations and various shades of misconduct on the part of Jubilee and its director, one Hideo Myashita for which himself personally and his company Straoil, suffered detriment.
Somehow, Straoil some time in 2014, was dissolved. So Mr. Tsikata as sole plaintiff, filed a suit in the High Court in his personal name against Jubilee and its director Hideo Myashita. The tall list of reliefs he sought included orders of injunction requiring the defendants therein to do and refrain from doing certain things, damages for inducement of breach of contract, Exemplary damages and Costs.
At the High Court, the defendants successfully applied to have the suit dismissed pursuant to Order 11 rule 18 of High Court (Civil Procedure) Rules, (C.I.47) and under the court’s inherent jurisdiction.
The gist of the argument advanced, which found favour with the trial court was that, Mr. Tsikata was not personally a party to the agreement between Straoil and MODEC and could not have suffered the detriment and damages on which the reliefs he sought were based. Aggrieved by this decision, Mr. Tsikata has ap