WEST AFRICA COMMODITIES LTD. v. HAIKINS OFFEI FIANKO & DIANA FRIMPONG

PROF. MENSA-BONSU (MRS.) JSC:-

This is an appeal from the judgment of Court of Appeal dated 10th December, 2022 based on a series of contracts entered into between the parties.

FACTS AND BACKGROUND

The defendants were a couple, Mr Haikins Offei and Ms Diana Frimpong and the plaintiff was the West African Commodities Ltd represented by its Managing Director and its beneficial owner, Mr. George Baah Sackey. However, the plaintiff’s name was substituted for that of the Managing Director’s (and beneficial owner’s) in the course of the trial.

The facts of the case have been made complex by the conflation of three contracts into one, as well as the conflation of the legal personality of plaintiff company with the personality of the beneficial owner of plaintiff company.

The two parties entered into transactions that are now set out as three distinct contracts:-

1.The sale and purchase of two plots of land set down in a written contract between plaintiff company as seller and defendants as buyers.

2.The sale and purchase of a block of flats by verbal contract for $160,000 between the defendants as sellers and the plaintiff/beneficial owner of plaintiff as buyer (s).

3.The verbal agreement to provide as consideration for the 2nd contract, in the form of cash of $50,000 and a plot of land to make up the outstanding $110,000 in order to realise the contract sum of $160,000.

In respect of the first contract, the parties entered into a written contract Agreement titled “sale of 2 plots of land.”; dated 25th March 2015. The agreement covered 2 plots of land measuring 70 x 200 ft at Ghc 330,000 i.e. one plot being GH¢165, 000. The plaintiff/appellant/respondent (hereinafter referred to as ‘plaintiff’) who was the seller, agreed that there should be GH¢100,000 down payment by the couple, the two defendants/respondents /appellants (hereinafter referred to as ‘defendants’) and “the balance spread over one year with effect from 25th March 2015.” The contract had a clause titled: “Special condition” to the effect that if at the end of the one year, “the balance is not paid, price will be reviewed.” Exhibit 1(ROA 59). The next day, i.e 26th March, 2015, they entered into another agreement in respect of the same two plots titled: “ Sale and Purchase agreement”. This was dated 26th March 2015, and also carried the clause “Special condition”. This time, however, it read “At the end of 18 months if the balance is not paid, price will be reviewed.” In paragraph 5 of the ‘