[2019]DLCA7724 • November 14, 2019 • Court of Appeal
MR. PAUL JACQUAYE (PLAINTIFF/RESPONDENT) vs. IDEAL FINANCIAL HOLDINGS LTD. (DEFENDANT/APPELLANT)
The Plaintiff, Mr. Paul Jacquaye, owned 70% shares in Ezi Savings & Loans Ltd and agreed to sell these shares to the Defendant, Ideal Financial Holdings Ltd, for 5 million Ghana cedis. A Memorandum of Understanding (MOU) and a Share Purchase Agreement (SPA) were signed, with staged payments and an audit condition. The Defendant took control of Ezi, renamed it First Trust Savings and Loans Ltd, but failed to pay the balance of the purchase price. The Plaintiff sued for the outstanding amount. The Defendant alleged the Plaintiff misrepresented Ezi's financial position, concealing significant liabilities and fraudulent conduct involving related companies, and sought to set off debts owed by these companies against the purchase price.
read moreTORKORNOO, J. A: This is an appeal against a judgment from the Commercial Division of the High Court, Accra. The undisputed facts agreed by the parties are that the Plaintiff/Respondent held 70% shares in a finance house called Ezi Savings & Loans Ltd (hereinafter referred to as Ezi). He offered them for sale at the price of 5 million Ghȼ to the Defendant Appellant. The parties to this dispute and the company, Ezi, signed a Memorandum of Understanding (MOU) on 24th May 2014 over the sale and transfer of shares, and the Appellant paid a deposit of 1 million Ghȼ on the share sale price. By the terms of the MOU, the Appellant was to pay a further 2 million Ghȼ following the completion of an audit of the company’s finances and the remaining 2 million Ghȼ sixty days thereafter. At all times, the Appellant was represented by one Dr Nii Kotei Dzani. It was also the understanding of the parties expressed in the MOU that the parties would execute a Share Purchase Agreement (SPA) over...