Edem Affram & Another -vrs- Bernard Yaw Owusu -twumasi & Another [2021] GHACA 5 (29 April 2021)

Edem Affram & Another -vrs- Bernard Yaw Owusu -twumasi & Another [2021] GHACA 5 (29 April 2021)

The appeal succeeded because the trial court erred in law and fact by holding that the 1st plaintiff remained a shareholder, that the company could not acquire its own shares, that the transfer of shares was void, that the value of five plots of land should be recovered, and that the 1st defendant committed fraud....

Source-derived case information.

Citation
[2021] GHACA 5
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
Outcome
appeal allowed; trial court judgment and orders set aside
Legal Topics
Shareholding, Fraud, Company Directorship, Transfer of Shares, Constructive Trust, Company Accounts, Remedies, Burden of Proof
Source Language
english
Company Law Civil Procedure Shareholding Fraud Company Directorship Transfer of Shares Constructive Trust Company Accounts +2 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

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 plaintiff remitted money to 2nd defendant company

Ratio Decidendi

The appeal succeeded because the trial court erred in law and fact by holding that the 1st plaintiff remained a shareholder, that the company could not acquire its own shares, that the transfer of shares was void, that the value of five plots of land should be recovered, and that the 1st defendant committed fraud. The appellate court found that the share transfers were voluntary and within statutory exceptions, that the trial court granted reliefs not claimed or proved, and that fraud was not established beyond reasonable doubt. All consequential orders of the trial court were set aside.

Court Disposition

appeal allowed; trial court judgment and orders set aside