Affram & Anor Vrs Owusu-twumasi & 2 Ors [2023] GHASC 6 (15 February 2023)

Affram & Anor Vrs Owusu-twumasi & 2 Ors [2023] GHASC 6 (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. Transfer of shares without consent is void in equity. Reliefs for declaration of void share transfers affecting third parties are refused. 2nd Plaintiff's claim fails as he voluntarily relinquished shares and directorship. Valuation report tendered by 1st Plaintiff is rejected as self-serving; independent valuation ordered. Orders for accounts and registration of shares in 1st Plaintiff's name granted.

Citation
Affram & Anor Vrs Owusu-twumasi & 2 Ors [2023] GHASC 6 (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, Transfer of Shares, Valuation of Land, Estoppel, Pleadings, Burden of Proof
Source Language
eng
Company Law Equity Civil Procedure Shareholder Rights Constructive Trust Fraud Directorship Transfer of Shares +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 his 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. Transfer of shares without consent is void in equity. Reliefs for declaration of void share transfers affecting third parties are refused. 2nd Plaintiff's claim fails as he voluntarily relinquished shares and directorship. Valuation report tendered by 1st Plaintiff is rejected as self-serving; independent valuation ordered. Orders for accounts and registration of shares in 1st Plaintiff's name granted.

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 in favour of 1st Plaintiff.
  • 2nd and 3rd Defendant companies to register 1st Plaintiff as holder of 43% shares.