CLIPPER LEASING CORPORATION vs. THE ATTORNEY-GENERAL & GHANA AIRWAYS LIMITED

The Plaintiff, Clipper Leasing Corporation, an aircraft leasing company incorporated under the laws of Antigua and Barbuda, leased an aircraft to Ghana Airways Limited (2nd Defendant). Alleging breach of contract, the Plaintiff sued Ghana Airways and the Attorney-General (1st Defendant) in the Commercial High Court, Accra, seeking recovery of outstanding rent, interest, return or cost of the aircraft, damages, and costs. The Plaintiff succeeded in part at the High Court and appealed to the Court of Appeal. During proceedings, it was discovered that the Plaintiff had been struck off the Register of Companies in Antigua and Barbuda prior to commencing the suit, raising questions about its legal capacity to sue. The Court of Appeal ultimately held that the Plaintiff lacked capacity to sue while struck off and set aside the writ and proceedings. The Plaintiff appealed to the Supreme Court.

JUDGMENT ADJEI-FRIMPONG, JSC : This appeal raises an issue of corporate law importance. In the main, can a company which has been struck off the Register of companies exercise any legal capacity or standing to commence an action in court? And what happens if having commenced the action, that company is subsequently restored to the register? Now, the company in question is Clipper Leasing, the Plaintiff/Respondent/Appellant/Applicant (hereinafter, “the Plaintiff”). This was not a Ghanaian company. It was incorporated under the laws of Antigua and Barbuda. The origin of the Plaintiff and the issues arising in the case appear to limit the application of pure Ghanaian law to the matter. In the happenings however, the question of the application of a foreign law to a case in Ghana also comes to the fore in this appeal. The suit itself has not arrived in this Court by a straight route. We shall however recount the following as sufficient to place the issues in perspective. The ...