QUAYSON VRS. MATDUSON COMPANY LTD. AND OTHERS (E12/130/2021) [2024] GHAHC 183 (26 April 2024)

QUAYSON VRS. MATDUSON COMPANY LTD. AND OTHERS (E12/130/2021) [2024] GHAHC 183 (26 April 2024)

There was no written authorization or proper documentation evidencing the Applicant's consent to the transfer of his shares or the appointment of new directors, as required by the Companies Act and the company's constitution. Oral agreements and WhatsApp messages were insufficient to effect such changes. The purported transfer and appointments were ultra vires and void.

Citation
QUAYSON VRS. MATDUSON COMPANY LTD. AND OTHERS (E12/130/2021) [2024] GHAHC 183 (26 April 2024)
Parties
Applicant: Matthew Quayson; 1st Respondent: Matduson Company Ltd.; 2nd Respondent: Benjamin Arthur; 3rd Respondent: Ebenezer Arthur; 4th Respondent: Frank Kwofie
Court
ghahc
Jurisdiction
Ghana
Judgment Date
26 April 2024
Procedural Posture
Company Law Application / Judgment
Outcome
Application granted in full for the Applicant.
Legal Topics
Transfer of Shares, Directorship, Ultra Vires Acts, Company Constitution, Restoration of Shares
Source Language
eng
Company Law Transfer of Shares Directorship Ultra Vires Acts Company Constitution Restoration of Shares

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Parties

Matthew Quayson

Applicant

Matduson Company Ltd.

1st Respondent

Benjamin Arthur

2nd Respondent

Ebenezer Arthur

3rd Respondent

Frank Kwofie

4th Respondent

Procedural Posture

Company Law Application / Judgment

Legal Issues

  1. 1 Whether the transfer of the Applicant's shares to the 3rd and 4th Respondents was ultra vires and contrary to the company constitution
  2. 2 Whether the appointment of the 3rd and 4th Respondents as directors without the Applicant's consent was valid
  3. 3 Whether the Applicant's shares should be restored

Ratio Decidendi

There was no written authorization or proper documentation evidencing the Applicant's consent to the transfer of his shares or the appointment of new directors, as required by the Companies Act and the company's constitution. Oral agreements and WhatsApp messages were insufficient to effect such changes. The purported transfer and appointments were ultra vires and void.

Court Disposition

Application granted in full for the Applicant.

Orders

  • Transfer of Applicant's shares to 3rd and 4th Respondents set aside as ultra vires and contrary to the company constitution.
  • 1st Respondent to restore Applicant's 300 ordinary shares in its register of members.