AFFRAM & ANOTHER VRS OWUSU-TWUMASI 2 OTHERS [2021] GHACA 26 (29 April 2021)

AFFRAM & ANOTHER VRS OWUSU-TWUMASI 2 OTHERS [2021] GHACA 26 (29 April 2021)

The appellate court found that the 2nd plaintiff voluntarily resigned and transferred his shares to the company, which is permissible under exceptions in the Companies Act. The trial court erred in holding the transfer void and ordering repayment with interest. The absence of a share certificate does not invalidate...

Source-derived case information.

Citation
[2021] GHACA 26
Parties
Plaintiff/respondent: Edem Affram; Plaintiff/respondent: Nana Obour-Nimako; Defendant/appellant: Bernard Yaw Owusu-Twumasi; Defendant/appellant: Oak House Company Ltd; Defendant/appellant: Oak House Group Ltd
Court
Court of Appeal
Jurisdiction
Ghana
Judgment Date
29 April 2021
Procedural Posture
Civil Appeal / Judgment on Appeal From High Court
Outcome
Appeal allowed; High Court judgment and consequential orders set aside.
Legal Topics
Shareholding, Fraud, Transfer of Shares, Company Buyback, Constructive Trust, Corporate Governance, Evidence, Jurisdiction
Source Language
english
Company Law Equity Civil Procedure Shareholding Fraud Transfer of Shares Company Buyback Constructive Trust +3 more

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Parties

Edem Affram

Plaintiff/respondent

Nana Obour-Nimako

Plaintiff/respondent

Bernard Yaw Owusu-Twumasi

Defendant/appellant

Oak House Company Ltd

Defendant/appellant

Oak House Group Ltd

Defendant/appellant

Procedural Posture

Civil Appeal / Judgment on Appeal From High Court

Legal Issues

  1. 1 Whether 1st plaintiff is a shareholder of 2nd defendant company
  2. 2 Whether 1st plaintiff owns 43% shares in 2nd defendant company
  3. 3 Whether 1st defendant could unilaterally divest 1st plaintiff of his shareholding without due process

Ratio Decidendi

The appellate court found that the 2nd plaintiff voluntarily resigned and transferred his shares to the company, which is permissible under exceptions in the Companies Act. The trial court erred in holding the transfer void and ordering repayment with interest. The absence of a share certificate does not invalidate shareholding. The trial court further erred in granting reliefs not claimed, including the recovery of land value and the return of a passport, as there was insufficient evidence and no proper claim. The allegation of fraud was not particularized or proved to the required standard. The appeal was allowed and the High Court judgment and consequential orders were set aside.

Court Disposition

Appeal allowed; High Court judgment and consequential orders set aside.