BOYA VRS MARIO DE CATALDO (J4/41/2015) [2024] GHASC 1 (13 March 2024)

BOYA VRS MARIO DE CATALDO (J4/41/2015) [2024] GHASC 1 (13 March 2024)

Plaintiff proved on balance of probabilities that she is a director and majority shareholder of 2nd Defendant; deeds of transfer are valid and binding inter parties; non-registration and non-payment of consideration do not invalidate share transfers; 1st Defendant's admissions and documentary evidence outweigh unproven allegations; trial and appellate courts erred in dismissing Plaintiff's case.

Citation
BOYA VRS MARIO DE CATALDO (J4/41/2015) [2024] GHASC 1 (13 March 2024)
Parties
Plaintiff/appellant/appellant: Tatiana Boya; 1st Defendant/respondent/respondent: Mario De Cataldo; 2nd Defendant/respondent/respondent: Cottage Italia Industries Ltd
Court
ghasc
Jurisdiction
Ghana
Judgment Date
13 March 2024
Procedural Posture
Civil Appeal / Supreme Court Final Appeal
Outcome
Appeal allowed in part; Plaintiff's main reliefs granted, others dismissed
Legal Topics
Shareholder Rights, Directorship, Transfer of Shares, Burden of Proof, Registration of Shares
Source Language
eng
Company Law Civil Procedure Shareholder Rights Directorship Transfer of Shares Burden of Proof Registration of Shares

Case Brief

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Parties

Tatiana Boya

Plaintiff/appellant/appellant

Mario De Cataldo

1st Defendant/respondent/respondent

Cottage Italia Industries Ltd

2nd Defendant/respondent/respondent

Procedural Posture

Civil Appeal / Supreme Court Final Appeal

Legal Issues

  1. 1 Whether Plaintiff is a majority shareholder of 2nd Defendant
  2. 2 Whether Plaintiff is a director of 2nd Defendant
  3. 3 Validity of share transfers and registration

Ratio Decidendi

Plaintiff proved on balance of probabilities that she is a director and majority shareholder of 2nd Defendant; deeds of transfer are valid and binding inter parties; non-registration and non-payment of consideration do not invalidate share transfers; 1st Defendant's admissions and documentary evidence outweigh unproven allegations; trial and appellate courts erred in dismissing Plaintiff's case.

Court Disposition

Appeal allowed in part; Plaintiff's main reliefs granted, others dismissed

Orders

  • Plaintiff owns 59% of shares in 2nd Defendant based on deeds of transfer dated 13th December 2006 and 8th June 2010
  • 1st Defendant cannot unilaterally deal with business, assets, or funds of 2nd Defendant without reference to Plaintiff