EDEM AFFRAM AND NANA OBUOR NIMAKO vs. BERNARD YAW OWUSU-TWUMASI, OAK HOUSE COMPANY LTD AND OAK HOUSE GROUP LTD

The case arose from a business partnership between two friends, Edem Affram (1st Plaintiff) and Bernard Yaw Owusu-Twumasi (1st Defendant), who formed several companies including Oak House Company Ltd (2nd Defendant). The 1st Plaintiff held 43% shares, the 1st Defendant 25%, and others held the remainder. The 1st Plaintiff alleged that the 1st Defendant, without his consent, removed him as director and shareholder, altered shareholding structures fraudulently, and transferred shares and assets to Oak House Group Ltd (3rd Defendant). The 1st Plaintiff also claimed to have funded land purchases for their joint benefit but was denied his share. The 2nd Plaintiff claimed he was coerced to relinquish his shares and directorship. The 1st Defendant denied wrongdoing, asserting informal agreements and voluntary relinquishment by the 2nd Plaintiff.

JUDGMENT MAJORITY DECISION PROF. MENSA-BONSU (MRS.) JSC:- This is an appeal from a case which began because two friends decided to go into commercial ventures together, relying merely on their friendship to order their affairs, with unhappy results. It proves again the truth of the adage: The interests of Friendship are served but ill, When pressed into competition with the Till. In this judgment, the original designations of the parties are maintained to avoid confusion as their roles in the case changed in the course of its travel through the hierarchy of courts. Facts and Background The 1st plaintiff and 1st defendant were friends who, at some point in time, were both based in the United Kingdom. They decided to go into business together, and first established a company, Concord Security Ltd. in UK which they managed together till 1st Defendant returned to Ghana, whilst 1st Plaintiff remained in the UK. While 1st plaintiff was in the UK and 1st defendant was in Ghana, t...