STANDARD BANK OFFSHORE TRUST CO. LTD. AND TRICON TRAKE MANAGEMENT LTD (SUBSTITUTED BY DOMINION CORPORATE TRUSTEES LTD.) (PLAINTIFF/RESPONDENT) vs. NATIONAL INVESTMENT BANK LTD, ELAND INTERNATIONAL GH. LTD. AND DANIEL CHARLES GYIMAH

The 1st Defendant, National Investment Bank (NIB), through its Managing Director, Daniel Charles Gyimah, guaranteed thirty promissory notes issued by the 2nd Defendant, Eland International Ghana Ltd. These notes were discounted by investors represented by the Plaintiff (Dominion Corporate Trustees Ltd.). The discounted proceeds totaling approximately US$45 million were paid into NIB's correspondent bank account in London. Upon maturity, the notes were not redeemed by Eland International Ghana Ltd., and the Plaintiff demanded payment from NIB under the guarantee, which NIB denied, claiming lack of knowledge and authority of the Managing Director to bind the bank. The Plaintiff sued for recovery of US$60 million plus interest.

MARIAMA OWUSU, J.A.: “The Rule in Turquand’s” case or the “Indoor Management Rule” is that, a person dealing with a company was entitled to assume, in the absence of facts putting him on notice or inquiry, that there had been due compliance with all matters of internal management and procedure required by the regulations of the company. This rule had been codified in Sections 139-143 of our Company’s Code, 1963 (Act 179) and under Section 142 (2) of Act 179, if the company had held out someone as its agent, it would be estopped from denying the appointment; and a de jure or de facto officer of the company could be assumed to have the usual powers and duties of that sort of officer.” See the case of Godka Group of Companies vrs. P. S. International Ltd. (2001-2002) SCGLR 918, 922 holding (6) which had quoted with approval the English case of Royal British Bank vrs. Turquand [1843-60] ALL ER Rep 435. The facts of this case admit no controversy. The 1st defendant/ap...