CONTE vs. KPEGLO AND ANOTHER

The case arose from a petition for winding up J. Conte Ltd. by African Timber and Plywood Ghana Ltd., creditors of J. Conte Ltd. During winding up, the official liquidator sought the High Court's settlement of the list of contributories. Key company documents such as the register of members and annual returns were lost or cancelled. The only evidence of shareholding was from the minutes of a directors' meeting dated 12 February 1959, showing specific share allotments including one share to Dr. A.Y. Kpeglo. Dr. Kpeglo claimed an additional allotment of 10,000 shares free of charge for services rendered, supported by his oral evidence and a letter dated 20 May 1961 from Joseph Conte. The High Court accepted this evidence and adjusted the contributories list accordingly. The plaintiff appealed this decision.

JUDGMENT OF OLLENNU J.S.C. Ollennu J.S.C. delivered the judgment of the court. These proceedings commenced with a petition under sections 91, 89 (4) and (5) and 90 (2) and (3) of the Companies Ordinance,1 brought for and on behalf of Messrs. African Timber and Plywood (Ghana) Ltd., judgment creditors of J. Conte Ltd., for the winding-up by the High Court of the said J. Conte Ltd., and a prayer under section 99 (1), (3) and (6) of the said Ordinance, for the appointment by the court of Mr. Harry Verney Alfred Franklin, as official liquidator. At a stage in the winding-up proceedings, the official liquidator, the second respondent (hereinafter called the second defendant) called upon the High Court to settle the list of contributories as provided by section 103 of the Ordinance. All the relevant books and other documents of the company from which the High Court would normally settle the list of contributories, namely, the register of members and annual returns, were either lost, o...