HGS LIMITED VRS. BONSU AND ANOTHER (OCC/40/2022) [2025] GHAHC 52 (21 May 2025)

HGS LIMITED VRS. BONSU AND ANOTHER (OCC/40/2022) [2025] GHAHC 52 (21 May 2025)

The 1st Defendant, as a director of the Plaintiff, breached his fiduciary duty by placing himself in a conflict of interest position, being a director of both Plaintiff and 2nd Defendant, which supplied the same products to the same customer without disclosure or consent as required by law. However, there was no...

Source-derived case information.

Citation
[2025] GHAHC 52
Parties
Plaintiff: HGS Limited; 1st Defendant: Ernest Kojo Bonsu; 2nd Defendant: E. K. Bonsu Limited
Court
High Court
Jurisdiction
Ghana
Judgment Date
21 May 2025
Case Number
OCC/40/2022
Procedural Posture
Civil (commercial Division) / Judgment
Outcome
Claim partly allowed against 1st Defendant; dismissed against 2nd Defendant.
Legal Topics
Fiduciary Duties of Directors, Conflict of Interest, Corporate Governance, Use of Confidential Information, Remedies for Breach of Duty
Source Language
english
Company Law Commercial Law Fiduciary Duties of Directors Conflict of Interest Corporate Governance Use of Confidential Information Remedies for Breach of Duty

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Parties

HGS Limited

Plaintiff

Ernest Kojo Bonsu

1st Defendant

E. K. Bonsu Limited

2nd Defendant

Procedural Posture

Civil (commercial Division) / Judgment

Legal Issues

  1. 1 Whether the 1st Defendant breached fiduciary duties under Sections 190(1) and 192(1)(a) and (b) of the Companies Act, 2019 (Act 992)
  2. 2 Whether the Defendants used confidential information or special knowledge obtained by the 1st Defendant as director of the Plaintiff to the Defendants' advantage
  3. 3 Whether the 2nd Defendant owes the Plaintiff a duty to account for profits made from contracts with Golden Star Resources Limited

Ratio Decidendi

The 1st Defendant, as a director of the Plaintiff, breached his fiduciary duty by placing himself in a conflict of interest position, being a director of both Plaintiff and 2nd Defendant, which supplied the same products to the same customer without disclosure or consent as required by law. However, there was no sufficient evidence that confidential information or trade secrets were used, nor was a cause of action established against the 2nd Defendant. Nominal damages were appropriate as no substantial loss was proven.

Court Disposition

Claim partly allowed against 1st Defendant; dismissed against 2nd Defendant.

Orders

  • Declaration that 1st Defendant breached fiduciary duties under Sections 190(1) and 192(1) of Act 992
  • Nominal damages of Gh₡50,000.00 awarded to Plaintiff against 1st Defendant