UNIEX GHANA LIMITED v. ROCKSHELL INTERNATIONAL LIMITED
November 23, 2022
SUPREME COURT
GHANA
CORAM
- YEBOAH CJ (PRESIDING)
- PWAMANG JSC
- OWUSU (MS.) JSC
- AMADU JSC
- PROF. MENSA-BONSU (MRS.) JSC
Areas of Law
- Contract Law
- Civil Procedure
- Evidence Law
November 23, 2022
SUPREME COURT
GHANA
CORAM
AI Generated Summary
Rockshell International won a government contract in the 1980s to supply granite for Ghana’s Keta Sea Defence Wall and was owed on Works Certificate No. 12 for decades. In 2004, Rockshell engaged Uniex, a financial consultancy run by Dan Markin, to chase the debt for a 20% fee (Exhibit A). In 2006, they executed a second agreement (Exhibit C) increasing Uniex’s fee to 50% of any recovery. After Government paid roughly US$8.3 million, Uniex demanded half; Rockshell refused, citing lack of board authority, fraud, and illegality. The High Court held Exhibit C superseded Exhibit A and was against public policy; the Court of Appeal affirmed. On Supreme Court review, the Court restated appellate standards, upheld the trial judge’s credibility findings, and concluded the agreements were champertous and contemplated bribing public officials, rendering them void under ex turpi causa. It also found the Executive Chairman’s acts bound Rockshell but could not save illegal contracts. The appeal was dismissed.
PROF. MENSA-BONSU (MRS.) JSC:-
1.The appellant in the instant case has brought this appeal involving contracts that were signed on behalf of two companies by persons who described themselves as being “friends”. Subsequently, the enforceability of the contract became an issue when they were deemed unenforceable because the objects were tainted with immorality and therefore contrary to public policy.
Facts and Background:-
2.Sometime in December, 1983, the Government of Ghana, through its agency the AESC, awarded a contract to defendant/respondent (herein referred to interchangeably as ‘defendant’ or ‘respondent’, as the context allows) for the production and supply of granite for a Sea Defence Wall at Keta on the southeastern coast of Ghana.
3.On or about 28th January, 1986, a works Certificate No. 12, was issued on behalf of respondent to Government of Ghana for the sum of ¢553,056,000 (old cedis). This claim, however, remained unpaid for over two decades despite repeated demands made by respondents.
4.On 30th December, 2004, respondent company, represented by its Executive Chairman, Dr Tei, entered into agreement with plaintiff/appellant company, (herein referred to interchangeably as ‘plaintiff’ or ‘appellant’, as the context allows). The plaintiff company, which described its business as financial consultancy, and represented by its Chief Executive, Mr Dan Markin, was contracted to follow up on the claim with Government of Ghana for a fee. The agreed fee payable was set down as a percentage (20%) of any monies realized by defendant/respondent from claimant. This agreement was marked as “Exhibit A” in the proceedings.
5.More than one year on, nothing appeared to have been achieved under that contract. On 13th January, 2006, the respondent, by its Executive Chairman, for reasons that appeared inexplicable, entered into a second Consultancy agreement, marked “Exhibit C”, by which respondent now agreed to pay appellant, represented by its Chief Executive, 50% of any part of the claim that could be realized, if he was able to secure payment.
6. The appellant claims he performed a number of services towards securing payment, and expected to be paid when the respondent received any payments. However, after he had rendered those services, he heard nothing for some time and upon enquiry, was informed that payment had, in fact, been made to respondent company.
7.Plaintiff therefore served the respondent Company with a formal demand notice dated 9th Febru