NICHOLAS BERNARD ASARE vs. DUPAUL WOOD TREATMENT (GHANA) CO LTD DR. KWAME DUFOUR

In 1978, Dr. Kwame Dufour and Nicholas Bernard Asare subscribed to the Regulations of Dupaul Wood Treatment (Ghana) Co Ltd, becoming equal shareholders (50% each). A dispute arose over whether Asare's shareholding was diluted from 50% to 10% following a special resolution and new regulations purportedly adopted in 1980. The respondent claimed unlawful dilution of shares, unlawful removal as director, and oppressive conduct by the second respondent. The trial court found the dilution lawful and denied the 50% shareholding claim. The Court of Appeal reversed this, recognizing the respondent as a 50% shareholder and member entitled to registration. The Supreme Court examined the validity of the new regulations and the alleged oppression.

DR. DATE-BAH, J.S.C.: Two business partners related by blood fell out. In the wake of this falling out, the courts have had the responsibility thrust upon them to determine the partners’ respective rights and obligations under the Companies Code 1963 (Act 179). In August 1978, Dr. Kwame Dufour and Mr. Nicholas Bernard Asare subscribed the Regulations of the first defendant/respondent/appellant, which will subsequently be referred to as the first appellant or the appellant company, and incorporated it by registration at the companies’ registry. By that act, they both became shareholders and members of the appellant company. (See Adehyeman Gardens Ltd. v Assibey [2003-2004] SCGLR 1016). This much is in effect admitted by the appellants’ decision to abandon Ground One in their Notice of Appeal, which had read as follows: “The Court of Appeal erred by its holding that the Respondent was a member of the Company when at the same time, it accepted the fact that all that th...