UNIVERSAL CO-OPERATIVE COMMODITIES LTD & ORS v. BOB COMMODITIES COMPANY LIMITED & ORS
April 30, 2019
HIGH COURT
GHANA
CORAM
- DR. RICHMOND OSEI-HWERE, J
Areas of Law
- Contract Law
- Corporate Law
- Evidence Law
April 30, 2019
HIGH COURT
GHANA
CORAM
AI Generated Summary
Universal Co-operative Commodities Co. Ltd. (UCCCL) and two former directors/shareholders challenged a 2015 takeover by Bob Commodities Limited after Bob’s written offer proposed acquiring 100% of UCCCL’s shares, assuming all assets and liabilities, and paying GH¢200,000. UCCCL’s board accepted, and share transfer deeds effected the acquisition. The High Court held the takeover was completed by share transfer and consideration; payment of liabilities is a post-takeover obligation and non-payment does not render the takeover invalid. The court recognized the standing of the two plaintiffs as guarantors to protect their collateral but found no evidence of fraud by the former managing director acting within his corporate authority. It confirmed the takeover’s validity, ordered Bob Commodities to liquidate remaining pre-takeover debts (including unknown liabilities), and made no order as to costs.
JUDGMENT
By a Writ of Summons and Statement of Claim dated the 17th day of August, 2016 the Plaintiffs are seeking the following reliefs against the Defendants herein:
a. A declaration that the 1st defendant has breached the terms and conditions contained in the offer letter the 1st defendant offered (sic) to take over the 1st plaintiff dated 23rd April, 2015 which the 1st plaintiff accepted same.
b. An order of this Honourable Court to nullify or cancel the takeover offer the 1st defendant offered to the 1st plaintiff company dated 23rd April 2015.
c. A declaration that the amount standing in the account of the 1st plaintiff at the 5th defendant bank is not for the defendants but rather for the 1st plaintiff.
d. An injunction order to restrain the defendants especially the 5th defendant from allowing any of the defendants to withdraw any amount from the 1st plaintiff’s account as stated in paragraph 29 of the Statement of Claim at the 5th defendant Bank or in any way transact business with the 1st plaintiff’s account.
e. Cost
f. Any further order (s) as this Court may deem fit.
The 1st to 4thDefendantsfiled their statement of defence on the 3rd of October, 2016. Subsequently, the said Defendants upon an application amended their statement of defence and same was filed on the 30th day of April, 2018. In the amended statement of defence, they counter claimed against the Plaintiffs as follows:
1. An order of this honourable court confirming the validity of the takeover agreement between the 1st plaintiff and the 1st defendant.
Or
2. In the alternative an order of this court compelling the plaintiffs to refund to the 1st, 2nd, 3rd& 4th defendants GH¢781,000.00 being the amount the 1st, 2nd, 3rd& 4th defendants have paid out of the total indebtedness of the 1st plaintiff.
3. And a further order compelling the plaintiffs to refund the GH¢200,000.00 the plaintiffs took as consideration for the takeover.
4. Interest on the said amounts from April 2015 until date of final payment.
5. An order of this honourable court compelling the 2nd plaintiff to render accounts of his stewardship of the 1st plaintiff after he was appointed the managing director after the takeover of the 1st plaintiff by the 1st defendant.
The Plaintiffs’ Case
From the pleadings, the 2nd& 3rd Plaintiffs claim that, they are the directors and shareholders of the 1st plaintiff company. They further state that, the 1st to 4th defendants in a letter dated 23rd April 2015 decided