YAA ANTWI v. N.T.H.C.
February 4, 2009
SUPREME COURT
CORAM
- AKUFFO, (MS) PRESIDING
- DATE-BAH, (DR) JSC
- ADINYIRA, (MRS) JSC
- OWUSU, (MS) JSC
- DOTSE , JSC
Areas of Law
- Contract Law
- Property and Real Estate Law
- Equity and Trusts
- Civil Procedure
February 4, 2009
SUPREME COURT
CORAM
AI Generated Summary
Ms. Yaa Antwi, a former head of NTHC Limited’s Legal Department, received a letter on 17 January 2005 offering her “first offer” to purchase House No. 4, Plateau Close, East Legon Extension for US$70,307 (cedi equivalent), payable within six months. She accepted in writing on 31 January and requested bank details. After Antwi left NTHC’s employment in August 2005, NTHC purported to withdraw the offer in November 2005 to house new management and asked her to vacate, prompting Antwi to sue for specific performance and an injunction. The High Court treated NTHC’s letter as an invitation to treat and dismissed the suit; the Court of Appeal reversed, holding there was a valid offer and ordering specific performance with a rent refund. The Supreme Court, per Dr. S. K. Date‑Bah JSC, affirmed the existence of a contract, distinguished Gibson v Manchester City Council, relied on Fofie v Zanyo, ordered specific performance, confirmed rent refund, and additionally awarded interest from 1 August 2005 at the prevailing bank rate, dismissing the appeal subject to that order.
DR. DATE-BAH JSC: This case calls for resort to the basic analytical tools for determining the formation of contracts, including offer, invitation to treat, acceptance and intention to create legal relations, which are to be found set out in the earlier chapters of textbooks, and practice books, on the law of contract. To our mind, the outcome from the application of those tools is clear and self-evident. We are, thus, surprised that this case has had to travel this far for its resolution.
The plaintiff at one time worked for the defendant as head of its Legal Department. Whilst still in its employment, she received the following letter from the defendant.
“17 January 2005
Ms. Yaa Antwi
NTHC Limited
ACCRA
Dear Madam
OFFER FOR SALE – HOUSE NO. 4 PLATEAU CLOSE
EAST LEGON EXTENSION
The Board of Directors at the emergency Board meeting held on Friday, 31 December 2004 proposed to sell the Company’s houses being occupied by the Management Staff.
In this regard, you are being given the first offer to purchase the above-mentioned house at the cost price of US $70,307 or its Cedi equivalent. Payment shall be within 6 months.
If you are interested, you are to indicate, in writing, to the undersigned by Monday, 31 January 2005.
Yours faithfully
Gladys A. Odoi (Ms)
Board Secretary
Cc Managing Director”
The plaintiff, in reply to this letter, stated in a letter dated 31st January, 2005 that:
“I refer to the offer by the Board to sell the above-referenced house to me as contained in your letter of January 17, 2005 referenced NTHC/ADMI/GEN/.
I accept the offer to purchase House No. 4 Plateau Close at the cost price of US $ 70,307 or its cedis equivalent and to make payment within the stipulated 6 months.
It would be greatly appreciated if details of bank accounts into which payment may be made are provided for the benefit of the house loan company.”
There was no further correspondence between the parties until the dispatch of the following letter, dated 7th November, 2005 by the defendant to the plaintiff:
“Dear Ms. Antwi
RE: OFFER FOR SALE – HOUSE NO 4 PLATEAU CLOSE, EAST LEGON
I am directed by the Board Chairman to inform you that, as was previously communicated to you following extensive deliberations on the above matter, the Board of Directors have decided to withdraw the offer for sale of the said property to enable the Company house its new management staff.
Any inconvenience is very much regretted.”
This letter was signed on behalf of the