YEBOAH AFIHENE INDUSTRIES LTD. v. PHYLLIS YEBOAH AFIHENE & 5 OTHERS

DOMAKYAAREH (MRS),J. A.

This is an interlocutory appeal against the Ruling of the High Court (Commercial Division) Kumasi dated 24th September 2014.

The building blocks to this interlocutory appeal are from what we call in local parlance a “family business”. The respondent in this appeal is a limited liability company incorporated under the laws of Ghana. The 1st and 2nd appellants are Shareholders and Directors of the respondent company. They hold minority Shares, both individually and in combination. According to the respondent the 3rd appellant was a shareholder (10%) and Director of the Respondent Company who later “resigned as Director and also tendered in his Shares and was subsequently paid off. The appellants deny this averment. The respondent also averred that the 4th Appellant was a Secretary of the respondent company whose appointment has been terminated. Again the appellants deny this averment. The 5th appellant is one of the executors and administrators pendente lite of the Estate of Isaac Kwame Yeboah, the majority Shareholder of the respondent company who died in September 2010. According to the respondent, the 6th appellant claims to be the “Representative of Obeng-Manu Jnr, Proxy for James Baffour Kwakye alias Nana Nubeng Asare II (2nd defendant herein)”. The appellants couched his status this way: - “that he has been duly appointed to represent the interest of James Baffuor Kwakye alias Nana Nubeng Asare II whose proxy on the Board of the plaintiff company is Obeng Manu Jnr.” It is however not in dispute that on 26th March 2013, a Kumasi High Court appointed the 1st, 5th and 6th appellants as Executors pendente lite of the Estate of Isaac Kwame Yeboah, the majority Shareholder of the respondent company who died in September 2010.

The case of the Respondent Company:

It is the case of the respondent company, which was the plaintiff at the trial, that after the death of Isaac Kwame Yeboah Afihene, the majority Shareholder, Board Chairman and Financial Controller of the respondent company, the appellants, who were defendants at the trial, and most of whom are members of the deceased family, at different times sought to treat the company as forming part of the Estate of the late Isaac Kwame Yeboah Afihene or that the respondent company forms part of the property of the family that the late Isaac Kwame Yeboah Afihene belonged. On the back of the above premises, the respondent company averred that, the appellants, either alone or acting toge