Gakpetor & 29 Others Vrs Tsyokplo & 3 Others [2023] GHAHC 200 (29 July 2023)

THE SUPERIOR COURT OF JUDICATURE IN THE HIGH COURT OF JUSTICE HO – VOLTA REGION CORAM: CHARITY A. ASEM (MRS.) J. SUIT NO. E2/53/2015 DATE: 26TH JULY, 2023 GAKPETOR GEORGE KOBLA & 29 ORS. PLAINTIFFS VRS. 1. TSYOKPLO BRIGHT 2. DOGBEY DANIEL 3. DUMADOR ISAAC 4. UNIFY CEDI SAVER MICRO FINANCE LIMITED DEFENDANTS JUDGEMENT The Plaintiffs numbering 30 individuals sued the Defendants for the following claims. a) Recovering of the sum of GH¢263,125.68 being investments made by the plaintiffs’ in the defendants’ business and the accrued interest. b) Interest on the said sum of GH¢263,125.68 at the prevailing bank rate from the various dates of maturity of plaintiffs’ investment to date of find payment. c) Cost including legal fees. The plaintiffs described themselves as businessmen and women, civil servants and artisans who have invested their monies into defendants’ company. That, 1st and 2nd defendants are the directors of the 4th defendant’s Limited Liability Company. The 3rd defendant is the secretary to the 4th defendant’s company. CASE OF THE PLAINTIFFS It is plaintiffs case that sometime in June 2010 the defendants issue invitation to the general public as to prospects of participating in the 4th defendant’s company. According to plaintiffs, defendants promised various rates of interest on any amount of money invested with the company. Plaintiffs’ averred that based on the public notice and representation made by the defendants, they were lured to invest various sums of monies to the defendants. Plaintiffs contend that defendants promised that, interest accrued on their principal investments could be withdrawn after six (6) months of investment upon seven (7) days’ notice. Plaintiffs state that, they have invested a total amount of GH¢154,939.00 on varied dates with the defendants’ company and were to recover the sum of GH¢263,125.68 upon maturity. That contrary to the agreement, years have passed, maturity dates have long lapsed but all attempts for defendants to honor its side of the obligation proved futile. They were later told the 4th defendant company is in liquidation. That their search at the Registrar Generals Department in Accra, revealed that 4th defendant is not in liquidation. Plaintiff pleaded fraud and the particulars of fraud is stated at paragraph 13 of the statement of claim as follows. (a) Representing to the plaintiffs that 4th defendant is being liquidated whilst in fact that is not the case. Plaintiffs states that the defendants will not pay their monies until compelled by the court. CASE OF DEFENDANTS On the 5/3/2015 a joint statement of defence was filed on behalf of four (4) defendants. It is their case that the 2nd and 3rd defendants have resigned as Director and Secretary from the 4th defendant’s company. According to defendants, they incorporated the Unify Investment Ltd as a co-operative to take over assets and liabilities of 4th defendant since they could not fully meet the requirements of the Central Bank regulations of 2011 on Microfinance Companies. Defendants however do not deny the investment by the plaintiff but dispute the quantum which they say does not exceed a total of One Hundred and Eight Thousand Ghana Cedis Five Hundred and Fifty Ghana Cedis (GH¢108,550.00). According to defendants, contrary to the averments by plaintiffs, some of the plaintiffs received their 1st accrued interests. Others could not because, 4th defendant investments made into fish farming, Food Crop farming, Prime Shield Company founded in addition to other customers refusing to pay back loans granted by the 4th defendant. Other reasons state by defendants are that, the 4th defendant invested into fixed or long term asserts so defendant could not pay plaintiffs their interest and principals because running cash flow investment were not forth coming so 4th defendant company could not fully pay its customers as and when due. According to defendants as at July, 2013, the outstanding loans not paid by its customers amounted to GH¢116,253.16. That the only option at that point is to liquidate as a last resort. They averred further that, they brought the changes into their operations to the attention of all the plaintiffs. That a meeting was organized by the board of the 4th defendant’s company and resolution was pass to liquidate which process is currently on going and all customers were notified of the liquidation process, as this was announced to the general public. Defendants concluded that 1st, 2nd and 3rd defendants are not personally liable to pay any amount to the plaintiffs since they invested directly in a limited liability company. That the 4th defendant is in liquidation and the plaintiffs’ action ought to properly lay against the liquidator who is duty bound to pay creditors of the 4th defendant company. In a short reply filed on the 23/03/2015 the plaintiffs put the defendants to the strictest proof of the averments made in the defence. The following issues and additional issues were filed for direction on the 23/03/2015 and 02/04/2015. Plaintiffs’ issues; 1. Whether or not the 1st, 2nd and 3rd defendants are liable to the plaintiff despite the corporate veil of the 4th defendant. 2. Whether or not the 4th defendant is being lawfully liquidated? 3. Whether or not the defendants are liable to pay to the plaintiffs the sum claimed on the writ of summons 4. Any other issue(s) arising out of the pleadings but not specifically pleaded. Counsel for defendants raised five (5) additional issues; a. Whether or not 1st 2nd and 3rd defendants were fraudulent in dealing with the plaintiffs. b. Whether or not 2nd and 3rd defendants having resigned as directors of 4th defendant, can be sued in respect of contracts plaintiffs entered with 4th defendant? c. Whether Unify Investment Limited was incorporated to take over assets of liabilities of the 4th defendant company d. Whether or not Unify Investment id being liquidated e. Whether or not Unify Investment Limited formally Unify cedi Saver Micro finance Limited having commenced liquidation, its directors can be lawfully sued by the plaintiffs IT is noted from the record of proceedings that, on the 19/02/2015 the defendants through its previous lawyers moved the court upon an application to set aside the present suit on two grounds (a) Pursuant to Order 9 Rule 8 (a) of C. I 47. (b) It was wrong in law to sue Directors of 4th defendant company in their personal capacity since the company is a limited liability company. The court differently constituted did not accede to their prayer and dismissed the said application and stated in part that, it will not be allowed that, Directors will hide behind the veil of incorporation or a purported liquidation of a company to dodge the eagle and watchful eye of equity. The then court directed the defendants to file its defence for the case to take its normal course. Thereafter the defendants proposed settlement. Championed by the 1st defendant, he proposed to give land to these individuals in satisfaction of their claims. The settlements lasted for years. After the back and forth the report to the court was that each location 1st defendant proposed, either did not belong to him or has legal dispute. The court noted that the issue of settlement has not light in sight, thus called on the plaintiffs to state their claim. The 5th plaintiff filed a witness statement and supplementary witness statement on the 1/12/ 2022 to testify for and on behalf of all the 30 plaintiffs. He tendered in Exhibits ‘A’ series to ‘Z’ series to make their case. These exhibits represent mainly application forms, receipts issued to these individuals on their respective investments by Unify Cedi Saver Micro-finance Ltd. The 1st defendant filed a witness statement together with Exhibits BT1 to BT27 on the 07/07/2015. He testified on behalf of the defendants as a former Director of the 4th defendant company. He called one Francis Kwasi Lanyo as DW1 who testified on 4/05/2023, as a former staff of the 4th defendant company. He relied on his witness statement filed on the 23/11/2022 without exhibits. From his evidence he was more of an errant boy and testified to only things told to him by 1s defendant. His evidence is of no value in so far as the present discussion is concerned. Before I proceed further to discuss the issues raised, it is noted from the inherited docket that the 2nd and 3rd defendants, resigned as directors of the 4th defendant company before the plaintiffs issued the instant writ which my predecessor took note of. 1st defendants exhibits BT 16 and BT 16A is evident that both 2nd and 3rd defendants resigned on 27th February, 2013. It is the candid view of the court that an action cannot lie personally against these two individuals after they resigned from the 4th defendant company. There is no evidence that they remained shareholders. In view of that, the 2nd and 3rd are non-suited. Defendants’ issue 2 is thus determined. In view of the nature of the plaintiffs’ claims, this court shall determination plaintiff issues; ii) Whether or not the 4th defendant is being lawfully liquidated; and defendants’ issues; (4) and (5) Whether or not Unify Investment Limited is being liquidated and issue (5) Whether or not Unify Investment Limited formally Unify Cedi Saver Micro – Finance Limited having commenced liquidation, its directors and the company can lawfully be sued by the plaintiffs. It is the considered view of the court that, the above determination will resolve the other ancillary issues raised by that directions. Since judgments must be based on established facts and not mere rhetoric or narrations without any supporting evidence that can sustain the claim, the party who alleges must produce satisfactory evidence to prove what he asserts or allege. In our adversarial system of jurisprudence, he who asserts the affirmative carries the burden of proof. His Lordship Dotse JSC in the case of Eric Asante vrs. The Republic (2017) 109 said, “It must be noted with all emphasis that where a party in a trial refers to a matter that are capable of independent proof in a positive manner and those matters are denied, the party does not establish the truth of those matters by stating them in the witness box and failing to proffer the other evidence which in the circumstances of the case should be available. Where the circumstances of the case are such that there can be no corroborative evidence, that would be different matter” In the case of Morkor v. Kuma (No. 1) (1999-2001) 1 GLR page 721, it was decided that, by its very nature, a company, being a mere creature of the law, needs to work through human beings, they direct its affairs, take decision for it, collect monies and make payments on its behalf……. These human beings are normally deemed separate from the corporate identity. It is trite learning that since company has its own distinct legal identity, it can sue and be sued differently from its members. Which is expressed in sections 18 (1) (a) of Act 992 and 24 of Act 179 respectively. In view of the above provisions the court is satisfied that the 1st defendant and the 4th defendants are the right persons to be sued in the instant action. The plaintiffs at paragraphs 10, 11 and 12 of their statement of clam said in their attempt to retrieve their investments the 1st defendant informed them that 4th defendant is being liquidated. That they made a follow up to the Registrar Generals Department in Accra to conduct a search which search result revealed that the 4th defendant is not in liquidation. In the witness statement filed by 1st defendant on 7/7/2015, paragraphs 32 through to 42, addressed the issue of liquidation and was categorical that the 4th defendant is in liquidation. He held the view that plaintiffs ought to bring their actions against the liquidator of the company who is duty bound to settle all the creditors of the company. According to him, the company has assets to settle these debts once the liquidation process is over. Above all he has submitted all the necessary documents requested by the registrar general department the official liquidator and awaiting their response. He attached Exhibits BT18, BT25, BT26 and BT27 to make his point. I proceed to look at these Exhibits and examine them. Exhibit BT18 – is an undated letter generated on the letterhead of Unify Investment Limited Co-operative addressed to the Registrar General, Accra and the subject heading is Board Resolution for the official liquidation of Unify Investment Limited, formerly Unify Cedi Saver Micro-Finance Limited. Exhibit BT19 shows the Registrar General received the Exhibit BT19 letter and directed one Jones Ansah to commence process to officially liquidate company on 28/8/2013. Exhibit BT21 is a hand written note on Unify Investment letterhead purported to be notifying its cherished clients of the liquidation process – Not signed by anyone and same is undated. Exhibit BT22 is an acknowledgment of 4th defendant’s application to start the liquidation process and a request for payment of GH¢5,000.00 to enable Registrar General to prosecute the liquidation as each company in liquidation must be self- financing. Exhibit BT23 is a receipt issued on the letterhead of the Registrar Generals Department dated the 20/12/2013 signed by one Jones N. Ansah Senior Company Inspector acknowledging receipt of the said amount personally. Exhibit BT24 – On 25th April, 2014 the Chief State Attorney Jemima Owara wrote to Bright Tsyokplo and requested of him as director to within 14 days from the date of Exhibit BT24 provide statement of affairs of the company including the under listed particulars specified under Section 19 (1) of Act 180; as amended 1. Audited accounts for the last three financial years of the company. 2. An up to date list of sundry creditors. 3. An up to date list of sundry debtors. 4. An up to date list of the assets of the company. Exhibit BT25 – is an acknowledgment of Exhibit BT24. Exhibit BT26 is the list of names of the 30 plaintiffs with amounts allegedly marked against their names totaling GH¢108,550.00. Exhibit BT27 is a list of some properties and its values totaling GH¢564,451.00 not signed by anyone or addressed to anyone. Beyond this there is no evidence that the directors of the 4th defendant company has submitted any documents to the registrar general in order that the liquidation proses will proceed. A private company is liquidated when the company’s assets are sold and the company ceases operation and is deregistered. The assets are sold to pay back various claimants, such as creditors and shareholders. The liquidation process happens when a company is insolvent. It can no longer meet its financial obligation. Since the 4th defendant is a private company, the law require that the directors must depose to an affidavit that the company is insolvent at least for the next 12 months from the commencement of liquidation and must propose that the company be privately liquidated. It is the private company who must appoint a liquidator. Please see Sections 275-276 of Act 180. In the case of REPUBLIC V. THE HIGH COURT (COMMERCIAL DIVISION) EXPARTE ALFREDINA OFORI & NIKABS GGREANDE, unreported decision in Civil Motion No. J5/36/2016 of 3/11/2016 the court had the opportunity to pronounce on the scope of section 17 of the Bodies Corporate (official Liquidation) Act, 1963, Act 180 a provision retained as section 93 of Act 1015. Pwamang JSC, who delivered the decision of the court had this to say; “The provision of section 17 of Act 180 is clear and unambiguous. It provides that, on the commencement of a winding up, no action or civil proceedings against the company, other than proceedings by a secured creditor for the realization of this security shall be proceeded with or commenced save by the leave of the court and subject to such terms as the court may impose. His Lordship continued as follows; what it means in simple language is that upon commencement of a winding up only secured creditors are allowed as of right to sue or continue with pending civil proceedings for the realization of their security. Any other person who has a cause of action against a company being wound up cannot sue as of right but may do so only with the prior leave of the high court. So the applicants in this case who are not secured creditors were within their right to apply for leave to continue with their case and the judge acted in accordance with the law in granting same.” The above decision is clear and need no further elucidation by this court. The germane question to ask here is, whether the 4th defendant now known as Unify Investment is in liquidation proses? The answer can be determined from the following answers 1st defendant gave under cross examination on the 27/04/2023 when questioned by counsel for the plaintiffs. Q. You spoke of liquidation of 4th defendant company A. Yes Q. At what stage is the process now? A. We have been asked to submit account which we have done and the registrar general is going to call for clients and creditors meeting before the court suit came in and since then everything is on hold. Q. So the alleged liquidation proses is incomplete is that so? A. That is due to this current case. Q. So no receiver has been appointed? A. I cannot tell Q. Do you know if a receiver was appointed for the 4th defendant company? A. No. I cannot tell Q. Is there any audit report of the 4th defendant’s account based on which you commenced the liquidation proses? A. Yes Q. Is that report part of your evidence before this court? A. No Q. So there was no foundation of the alleged proses? A. it is not correct. The audit report has been duly submitted to the registrar general’s department. Amongst the list of documents that was requested of the 1st defendant to submit on behalf of the 4th defendant company was “audited accounts for the last three financial year of the company.” 1st defendant was to do so within 14 day There is no evidence before this court that the 1st defendant did submit the said most important documents in 2013 which will kick start the liquidation proses and he could not produce same to this court. 1st defendant’s assertion that the proses stalled due to this litigation is false. The response is seen as many of his modus operandi to outwit the plaintiffs. I say so because the plaintiffs issues the instant writ in 2015. The law is that a person who makes an assertion bears the legal burden of establishing it. This was stated by Wood C J. (as she hen was) in the case of Poku v. Poku (2008) 18 M L R G 1 at page 30 that, “Generally, the burden of proof is therefore on the party asserting the facts, with the evidential burden shifting as the justice of the case demands. The standard of degree must also necessarily be proof on the preponderance of the probabilities” Similarly, Gbadegbe JSC in Sagoe v. SSNIT (2011) 30 GMJ 133 decided that, “The party who asserts the affirmative of an issue has the incidence of the legal burden……..” The law is that if a party testify to a documentary evidence and rely on it but fails to produce same to the court, it means that, that document does not exist. In the case of BOUSIAKO CO. LTD V COCOA MARKERTING BOARD (1982083) 2 GLR 824 @ 829, the court held that’ “The la is that if a party makes reference to a document, but fails to tender it in evidence, the inference is that such a document never existed or if it did, it contained no the averments it was supposed to contain.” Please see the case of Nortey v. African Institute of Journalism and Communication (2014) 77 GMJ 1, per Akamba JSC held at page 30 thereof thus, “this court pointed out in Ackanh v. Pergah Transport Ltd (2010) SCGLR, (2011) 31 GMJ 174 the various method of producing evidence which includes the testimony of the party and material witnesses, admissible hearsay, documentary and things (often described as real evidence), without which the party might not succeed to establish the requisite degree of credibility concerning a fact in the mind of the tribunal or the court.” See; Emmanuel Osei Amoako v. Standford Edward Osei (substituted by Bridget Osei Lartey), Civil Appeal No. J4/3/2016 dated 1/06/2016 unreported SC. Flowing from the above so far, I have no reason to believe that the 1st defendant properly started any liquidation proses as the court view the whole liquidation as a slogan to ward off the plaintiffs from their legitimate claims against the 1st and 4th defendants. None of the provisions laid down in Act 180, the new companies Act 2019, Act 992 was followed. For instance, I noted with dismay Exhibit BT 23 where an individual is alleged to have collected the sum of GHC5,000.00 from 1st defendant meant for government business on a piece of paper with no evidence that the said money was paid to the state and standard government receipt issued to 1st defendant. I consider such occurrence amongst the many tricks orchestrated by 1st defendant to deny the plaintiffs their legitimate claim. This court therefore finds as a fact that 4th defendant is not in any form of liquidation. Whether or not the 1st and 4th defendants are liable to the plaintiffs despite the 4th defendant corporate veil of the 4th defendant? As it stands the 4th defendant, Unify Investment Limited, Unify Corporative, Susu etc, are no longer in operation or in business. It is a fact that the 1st defendant has conveniently diverted the 4th defendant’s assets into new companies he is now managing. The law is that a limited liability company is owned by its shareholders. Company shareholders own the business, but not the assets held within it. If you are the only shareholder, therefore, you do not own your company assets they are owned by the company because it is a separate entity. By the definition of the director of the company, they are effectively the agents of the company, appointed by the shareholders to manage the company’s day to day business. In the present case there are no record before this court to determine whether apart from 1st defendant, there are other director(s) shareholders of the 4th defendant defunct company. There are no article of association and most of the exhibits tendered were self-serving documents and do help the present discussion. As the issues stand, the plaintiffs have a right to demand refund of their investments, interest, cost and legal fees from the 1st defendant despite the corporate veil of the 4th defendant. The evidence led by 1st defendant on behalf of the 4th defendant is that, funds collected from the plaintiffs and other investors were used to acquire immovable properties. These list is contained in exhibit BT27 attached to his witness statement. The listed properties of the company are known to the 1st defendant alone. Their location and present status is in words of the 1st defendant only. Under cross examination he did not seem to know the where about of most it, the evidence show that, only part commitment were made generally towards the alleged acquisition of it. No registered lease was tendered to proof ownership of these acclaimed landed properties. The plaintiffs pleaded fraud and particularized. Unfortunately, no satisfactory evidence was led to discharge that burden. In the case of JOHN KWAWO BOBBIE V. 21ST CENTRY CONSTRUCTION & ORS; CIVIL APPEAL NO. J/5/2014 delivered on the 9/03/2016 SC, Pawmang JSC held that; “The well-known rule of evidence is that where fraud is alleged even in civil proceedings, it must be proved beyond reasonable doubt.” Section 13(1) of the evidence Act, 1975 (NRCD 323) Please see AMUZU V. OKLIKA (1998-99) SCGLR page 141 holding 2. However, I hold the view that the defendants were not honest and transparent with their dealings with the public particularly the plaintiffs herein. Tracing or piercing the veil. It is a fact that the 1st defendant took a unilateral decision to invest the plaintiffs’ monies into the Unify Investment Ltd and his so called subservices without board approval. As at the time 1st defendant operated 4th defendant company he knew he had no license to operate a micro-finance company. The evidence showed that he became aware of the Bank of Ghana directive in 2011 yet continue to receive monies from plaintiff as a micro-finance. These monies from the micro finance were hurriedly diverted into the subservices without board approval. These unapproved practices caused the premature collapsed of the 4th defendant company. It is observed that 1st defendant operated alone with few errant persons like DW1. Section 80 of the Evidence Act NRCD 323, one of the means by which a court determines credibility is through the substance of the testimony of the witness. A witness is supposed to testify on matters which he has knowledge of and not what he heard others say, however subject to the rules on hearsay evidence. I particularly find the evidence of DW1 to have no substance. His evidence provided no practical evidence through his narration to assist the court in resolving this case. In the case of WORLDWIDE SHIPPING AND AGENCIES (GH) V. DARKO (2001 - 2002) 2 GLR 488, CA, Brobbey JA (as he then was) quoted with approval the views of Sanborn J in United States v. Milwaukee Refrigeration Transi Co 142 Fed 247 at 255, (quoted in Pennington’s Company Law (3rd) edition page 51 rendering the position of the American court to the effect that; “…………………… A corporation will be looked upon as a legal entity as a general rule…. But when the motion of legal entity is used to defeat public convenience, justify wrong, protect fraud, or defend crime, the law will regard the corporation as an association of persons.” Similarly, in Re Polly Peck International Plc ( in administration) (1996) 2 All ER 447, Robert Walker J stated that, “……………was referred to quite a lot of authority touching on what is sometimes called lifting (or piercing) the corporate veil. That is vivid but imprecise metaphor which has possible applications in several different context, some far removed from this case. The most relevant, it seems to me is where corporate personality is (in the words of Lord Keith in Woolfson v Stranthclyde Regional Council 1978 SLT 159 at 161) used as a mere façade concealing the true facts.” Our Supreme Court has explained façade in the case of Akoto v. Akoto Suit No. J4/24/2010, 23 February, 2011 and said; the import of the term façade to mean clock, mask which some individuals or corporate sues either in an unconscionable attempt to evade existing obligations or to practice some other deception, a sort of unilateral sham, since the corporate façade has no independent mind. See also Morkor v Kuma (1998-99) SCGLR 620 (supra) Adams v Cape Industries Plc (1991) 1 All ER 929. In order to establish that the 1st defendant used 4th defendant acted under a façade, learned counsel for plaintiffs solicited the following response from the 1st defendant under cross examination; Q. I suggesting to you that the Bank of Ghana issued the directive to all Micro finance businesses in the year 2011. A. I cannot say it is true or not. Q. I put it to you that indeed the directive took effect in 2011. A. I cannot confirm that. Q. The 4th defendant company operated against the Bank of Ghana directive from 2011 till 2013 when you allegedly stared a liquidation proses. A. Not so Q. You stated that 4th defendant has no license to operate as a micro finance company. Is that correct? A. It is correct. Q. You invested some fund belonging to the 4th defendant company into other ventures per paragraph 13 of your witness statement? A. That is correct. We invested into those areas. Q Was there a resolution by the board of directors to do the things in your para, 13, Is it paragraph 14, 15, and 16 of your witness statement? A. Yes there was resolution. Q. Do you have a copy of the resolution as part of your evidence before this court? A. No Q. By your own averments it was your own decision to divert the funds of 4th defendant funds into ventures which you described as subservices. A. It is not true Q. And as a result the 4th defendant collapsed A. It can be determined by the court. Clearly therefore, the court holds the view that, 1st defendant has not been entirely truthful to the plaintiffs and this court throughout the pendency of this litigation. This is evident from luring of plaintiff to the ambush settlement for years. It is established that his decision to unilaterally change from 4th defendant company to Unify Investment and Unify Savings was not communicated to the plaintiffs so also the diversion of funds into such subservices which is to the exclusive benefit of the 1st defendant. It is noted that within a spate of about three years, from 2010 to 2013, 1st defendant had succeeded in registering three (3) limited liability micro finance, companies and operated them without a license. In conclusion therefore, I find as a fact that, 4th defendant is not being liquidated. As said earlier, the 1st defendant failed to submit the necessary documents required to put the proses in motion. If truly, there was a liquidation proses on going, procedurally, it was the duty of the 1st defendant to have brought the instant suit to the attention of the official liquidator to defend the action. The entire defence of liquidation is a rouse. After careful evaluation of the instant case I find as a fact that the plaintiffs are entitled to their respective claims. I find as a fact that Unify Cedi Saver Micro- finance, Unify Investment Ltd, and the Susu corporative which have all fizzled out was a façade used by the 1st defendant and his cohost to lure the plaintiffs to put their money whereby he is using the proceeds to his personal benefit. He operated illegally and had no proper company structure to pierce. When the mask is removed the plaintiffs as well as this court can see only Bright Tsyokplo now want to be address as a Prophet. (My emphasis). The court is satisfied that the plaintiffs have made a legitimate claim and have on the preponderance of probabilities discharged the evidential burden of proof under sections 10, 11, and 12 of the Evidence Act, NRCD 323 1975 and are entitled to judgment from this court. Flowing from the discussions therefore, I hold and the court affirms that the 4th defendant was an association of persons and for that reason the 1st defendant is personally liable to plaintiffs’ claims and to borrow the words of my predecessor the conduct of the 1st defendant cannot escape the eagle eyes of equity. This court therefore, enters judgment in favour of the plaintiffs per their individual investments and the accrued interest at the date of the instant suit. Interest on the amount at prevailing bank rate from January 2015 till date of final payment. Cost follows the event. The plaintiffs in the instant case deserve punitive cost against the defendants in the manner he conducted the business of this litigation for nine (9) years. Cost is adjudged in favour of the 30 plaintiffs in the sum of GHC100, 000.00 against the 1st defendant in favour of the plaintiffs to meet their legal fees and other related expenses. JUDGMENT FOR THE PLAINTIFFS CHARITY A. ASEM (MRS.) (JUSTICE OF THE HIGH COURT) (SGD.) LEGAL REPRESENTATION MR RAYMOND AKPATSA FOR THE PLAINTIFFS - ABSENT MR KOKU AKUDE FOR THE DEFENDANTS. - PRESENT END. 17