Affram & Anor Vrs Owusu-twumasi & 2 Ors [2023] GHASC 39 (15 February 2023)

Affram & Anor Vrs Owusu-twumasi & 2 Ors [2023] GHASC 39 (15 February 2023)

1st Plaintiff is the beneficial owner of 43% shares in 2nd and 3rd Defendant companies, held on constructive trust by 1st Defendant. The transfer of shares without consent was void in equity, but declarations affecting third-party rights are refused. 2nd Plaintiff voluntarily relinquished shares and directorship; his appeal fails. Self-serving valuation report is rejected; independent valuation ordered. Defendants must render accounts to 1st Plaintiff. Fraud not sufficiently particularised or proved, but equity and admissions establish beneficial ownership.

Citation
Affram & Anor Vrs Owusu-twumasi & 2 Ors [2023] GHASC 39 (15 February 2023)
Parties
1st Plaintiff/respondent/appellant: Edem Affram; 2nd Plaintiff/respondent/appellant: Nana Obuor Nimako; 1st Defendant/appellant/respondent: Bernard Yaw Owusu-Twumasi; 2nd Defendant/appellant/respondent: Oak House Company Ltd; 3rd Defendant/respondent: Oak House Group Ltd
Court
ghasc
Jurisdiction
Ghana
Judgment Date
15 February 2023
Procedural Posture
Civil Appeal / Supreme Court Final Appeal
Outcome
Appeal by 1st Plaintiff allowed in part; appeal by 2nd Plaintiff dismissed.
Legal Topics
Shareholder Rights, Constructive Trust, Fraud, Directorship, Share Transfer, Valuation of Land, Estoppel, Pleadings, Burden of Proof
Source Language
eng
Company Law Equity Civil Procedure Shareholder Rights Constructive Trust Fraud Directorship Share Transfer +4 more

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Parties

Edem Affram

1st Plaintiff/respondent/appellant

Nana Obuor Nimako

2nd Plaintiff/respondent/appellant

Bernard Yaw Owusu-Twumasi

1st Defendant/appellant/respondent

Oak House Company Ltd

2nd Defendant/appellant/respondent

Oak House Group Ltd

3rd Defendant/respondent

Procedural Posture

Civil Appeal / Supreme Court Final Appeal

Legal Issues

  1. 1 Whether 1st Plaintiff remains a shareholder and director of 2nd Defendant Company
  2. 2 Whether the transfer of shares from 1st Plaintiff to 1st Defendant was fraudulent or void
  3. 3 Whether 2nd Plaintiff was coerced to relinquish shares and directorship

Ratio Decidendi

1st Plaintiff is the beneficial owner of 43% shares in 2nd and 3rd Defendant companies, held on constructive trust by 1st Defendant. The transfer of shares without consent was void in equity, but declarations affecting third-party rights are refused. 2nd Plaintiff voluntarily relinquished shares and directorship; his appeal fails. Self-serving valuation report is rejected; independent valuation ordered. Defendants must render accounts to 1st Plaintiff. Fraud not sufficiently particularised or proved, but equity and admissions establish beneficial ownership.

Court Disposition

Appeal by 1st Plaintiff allowed in part; appeal by 2nd Plaintiff dismissed.

Orders

  • 1st Defendant to execute deeds of transfer for 43% shares in 2nd and 3rd Defendant companies to 1st Plaintiff.
  • 2nd and 3rd Defendants to register 1st Plaintiff as holder of 43% shares.