BAIDOO vs. SAM

The appellant, Ellion Baidoo, claimed that he and one John K. Arzumah jointly owned and operated a salt business at Elmina under the registered business name “Unity Salt Industry,” and that Arzumah could not validly transfer the business or its underlying interest to the respondent, Kojo Sam, without his consent. The evidence showed that the business name had been registered under the Registration of Business Names Act, 1962 (Act 151) in Baidoo’s name alone, while Arzumah maintained that Baidoo had merely registered it as his ‘front man’ or agent because Arzumah, then a police officer, did not wish his identity to appear in official documents. Arzumah later transferred his interest in the salt industry land to Sam, who, after consulting the Edina Traditional Council and paying arrears of ground rent, completed the transaction. Baidoo then sued Sam seeking declarations that the sale and transfer were null and void and an injunction. Portion indicating facts: Taylor JSC recounted that “the said Ellion Baidoo on 29 January 1973 registered a business name under the name and style of ‘Unity Salt Industries’...”; that “some time in the early part of June 1980, John Arzumah... assigned his interest... to Kojo Sam”; and that Baidoo sued claiming a declaration, setting aside of the transfer certificate, and injunction.

JUDGEMENT OF TAYLOR J.S.C. The issues in this appeal are quite simple but they involve very important questions concerning the law of contract and the law governing aspects of business transactions in Ghana and I should think these issues must in the circumstances be of some interest to the business community. In my opinion therefore such issues when they surface in our courts must not be glossed over; the rational legal foundations for their solution must be properly articulated, if the just expectations of our businessmen are not to be frustrated by exasperation as a consequence of their failure to appreciate the nature of the legal considerations which judges are obliged to apply in resolving their business problems. The parties in this appeal, Ellion Baidoo, the plaintiff-appellant, and Kojo Sam, the defendant-respondent, have mutually conceded that they are businessmen. Businessmen in my view are persons engaged in all forms of commercial and quasi-commercial and other activiti...