[1977]DLCA1304 • June 30, 1977 • Court of Appeal
COMMODORE vs. FRUIT SUPPLY (GHANA) LTD.
Fruit Supply Ghana Ltd., a limited liability company incorporated in 1967, engaged in importing and trading frozen fish. Edward Ramia and Mrs. Wadad Ramia were the sole directors, with Edward Ramia as managing director. Attoh Quarshie, though not formally appointed a director, acted as a de facto director and chief executive, managing business affairs and securing import licenses. The company lacked sufficient capital and sought financial assistance from the defendant, who provided funds in exchange for deliveries of frozen fish to sell. Payments and transactions between the parties became complex, involving payments made to Attoh Quarshie personally or through his private firm, Assatoh Ltd. Disputes arose over the accounting of payments and debts between the defendant and the company.
read moreJUDGMENT OF LASSEY J.A. The appeal was against the decision of the High Court, Accra, which allowed a claim for a liquidated sum of money by the plaintiffs and dismissed the defendant’s counterclaim. There was a dispute over the payment by the defendant of an alleged debt against her which arose from a business transaction with the plaintiff-company. The essential features of the dispute may be stated briefly: In or about 1967, a limited liability company (hereinafter called the company) was incorporated and styled “Fruit Supply (Ghana) Ltd.” One Edward Ramia and a Mrs. Wadad Ramia were the sole directors. The company was formed for the purpose of trading in frozen fish and other miscellaneous manufactured provisions which were imported. At all material times, Edward Ramia was the company’s chairman and managing director who ran the company. Closely associated with him in managing the affairs of the company is a man named Attoh Quarshie. Attoh Quarshie active...