TULLOW GHANA LIMITED v. SKYLIMIT STRUCTURE BUILDERS CO. LIMITED
2018
COURT OF APPEAL
GHANA
CORAM
- F.G. KORBIEH J.A (PRESIDING)
- AGNES M.A. DORDZIE (MRS.) J.A
- I. O. TANKO AMADU J.A
Areas of Law
- Contract Law
- Civil Procedure
2018
COURT OF APPEAL
GHANA
CORAM
AI Generated Summary
The case involves a dispute over the breach of a pre-contract agreement and the award of compensatory damages. The Plaintiff argued that the Defendant's withdrawal from the agreement caused substantial financial loss, while the Defendant contested the trial court's findings and the awarded damages. The Court of Appeal upheld the trial court's decision, affirming that the Plaintiff's expectations were reasonable based on the Defendant's representations and that the damages awarded were justified under the principle of promissory estoppel. The legal principles emphasized the duty of appellate courts in rehearing cases, the weight of trial court findings, and the necessity of commercially sensible interpretations of contract terms.
JUDGMENT
TANKO AMADU J.A
(1) This appeal raises interesting issues about the law and interpretation of pre contractual agreements. It also raises the issue about the philosophy, assessment and award of damages for breach of pre contract negotiations particularly where a claimant alleges that it has suffered loss as a result of the exercise of an election by the other contracting party to withdraw and refuse to commit itself to a formal contract. Simply put therefore the crucial issue arising from this appeal is the determination of the degree of liability of a party who withdraws from an agreement to enter into a formal contract.
(2) In the High Court (Commercial Division) Accra, the Plaintiff/ Respondent hereinafter referred to as the “Respondent”) claimed from the Defendant/Appellant (hereinafter referred to as the “Appellant”), the following reliefs:-
i. A declaration that having regard to all the circumstances of this case,it will be inequitable for Defendant to resile from its agreement with Plaintiff to provide crane and forklift services to Defendant at Takoradi.
ii. An order directed at Defendant to refund to Plaintiff all expenses incurred by Plaintiff upon the legitimate expectation that Defendant would award to it the contract to provide crane and forklift services to Defendant at Takoradi.
iii. General Damages.
iv. Costs on a full indemnity basis.
(3) At the directions stage in the Trial Court, the court was invited by the parties to determine a total of twelve (12) issues having proposed six (6) issues each. At page 32 of the record, the pretrial judge adopted eight (8) of the issues set down by the parties but added two (2) omnibus issues of a general nature i.e. whether the (Plaintiff) Respondent herein is entitled to its claim and “any other issues arising from the pleadings”.
(4) At the end of the trial which involved a review of several documents, the Trial Court found for the Respondent and delivered itself in making an award as follows:-
“In the circumstances, I award to the Plaintiff compensatory damages assessed at Gh₡10 million and in addition the Plaintiff is to recover the cost of certification of cranes, operators and mobilization of cranes and operators which add up to U$D113,000.00. I award to the Plaintiff cost assessed at Gh₡80,000.00. Judgment is accordingly entered for the Plaintiff”.
(5) By notice of appeal against the whole judgment to this court, the Appellant set out a cocktail of grounds of appeal which for p