ENTERPRISE INSURANCE COMPANY LTD. AND CONSORTIUM HOUSE LTD. vs. ALBERT ADOMAKO

The plaintiffs, Enterprise Insurance Company Ltd. (first plaintiff) and its wholly owned subsidiary Consortium House Ltd. (second plaintiff), brought an action against the defendant, Albert Adomako, a lawyer and businessman who was the sublessor of premises in Accra. The dispute arose from a sublease agreement dated 18 June 1971, under which the defendant sublet land to the second plaintiff for 25 years at a peppercorn rent, with a renewal clause for a further 25 years under certain conditions. In 1994, the first plaintiff acquired all shares in the second plaintiff, leading to a dispute over whether the first plaintiff could benefit from the renewal clause at the peppercorn rent, given the terms of the original agreement and the transaction between the first and second plaintiffs.

DR. DATE-BAH, JSC: This is the unanimous judgment of the Court. On the fifteenth day of February 1999, the first and second plaintiffs brought action against the defendant in the High Court in Accra. The first plaintiff is a well-known insurance company in Ghana and the second plaintiff is a company incorporated in Ghana which has been, since 1994, a wholly-owned subsidiary of the first plaintiff. The defendant is a lawyer and businessman and a sub-lessor of premises in Accra in relation to which the present action has been brought. The claims endorsed on the plaintiffs’ writ of summons were: i. “A declaration that the Plaintiffs are by law entitled to a renewal of the Sub-lease dated the 18th day of June, 1971 on its expiration on or about 31st day of May, 1996, and that the Defendant is legally bound to grant to the plaintiffs a renewal of the said Sub-lease. ii. An order to compel the Defendant to execute in favour of the Plaintiffs a Sub-lease in the terms of the draft...