[2004]DLSC2400 • December 1, 2004 • Supreme Court •
PETER OSEI ASSIBEY vs. ADEHYEMAN GARDENS LTD & OR
The case concerns a dispute between Peter Osei Assibey (Respondent) and Adehyeman Gardens Ltd (1st Appellant) and others regarding shareholding and directorship status. The company was incorporated in April 1991 with 1,000,000 shares. The Respondent subscribed to 200,000 shares, claiming to be a fully paid-up member entitled to participate in company management. The 2nd Appellant disputed this, asserting the Respondent had not paid for his shares and was only a 'nominal shareholder.' The company solicitors sent letters demanding payment for shares and threatening to offer them to others. The Respondent filed suit claiming declarations of paid-up membership, illegality of demands, and injunctions against oppressive actions.
read moreSOPHIA A. B. AKUFFO, J.S.C. In this judgement the Plaintiff/Appellant/Respondent herein will be referred to as ‘the Respondent’, and the Defendants/Respondents/Appellants will be referred to as ‘the Appellants’. The 1st Appellant will also be referred to as ‘the Company’. The brief facts underlying this appeal are that the Company was incorporated sometime in April 1991 as a limited liability company with 1,000,000 shares of no par value. Exhibit 1, the Regulations of the Company, shows that the subscribers to the Company were the 2nd Appellant, who subscribed to 600,000 shares for which the consideration payable in cash was ¢600,000.00, and Nana Osei Afriyie and the Respondent, each of whom subscribed to 200,000 shares for which the consideration payable in cash, in each case, was ¢200,000.00. According to Exhibit 1, the first Directors of the Company were the three subscribers and one D. Patrick Ewusi Sekyi. Sometime after the Company commenced its operations, pr...