[1977]DLCA1354 • July 30, 1977 • Court of Appeal
MAHAMA vs. SOLI AND ANOTHER
The appellant, formerly a Deputy Minister and businessman, converted his sole proprietorship rice farming venture into a limited liability company, Mencilo & Co., Ltd., with the respondents as co-shareholders and directors. The company obtained loans secured by mortgages, and the appellant held the largest shareholding but less than 50%. Disputes arose over the management of the company, with the appellant acting unilaterally, refusing to attend board meetings, and conducting competing businesses. The respondents challenged his conduct as oppressive and sought relief under the Companies Code.
read moreApaloo J.A. delivered the judgment of the court. The appellant was before the change of government in February 1966, a member of the then civilian government. Between 1962-64 he held office as Deputy Minister of Industries and implied that he acquired some business expertise in that ministry. On leaving government, the appellant commenced farming at a place called Yapei. He did not have enough funds to do this by himself, so he raised a loan of ¢10,000.00 from the Agricultural Development Bank. He was doing rice farming. He said in evidence that he farmed all by himself. In 1968 he decided to put the venture on a formal business footing. So he turned this one-man business into a company limited by shares. The company was incorporated under the Companies Code, 1963 (Act 179), and christened Mencilo & Co., Ltd. The regulations of the company show that it took over the assets and liabilities of the one-man business. The assets seem to include the land at Yapei on which the appellant ....