ETHELBURGA (W.A.) LTD. vs. LUTTERODT [1962]DLHC1434

Date	1962-01-26
Suit No.
Citation No.	[1962]DLHC1434

OLLENNU J.

J. B. QUASHIE-IDUN FOR THE PLAINTIFF-COMPANY.

NII ODOI ANNAN FOR THE DEFENDANT.

[1962]DLHC1434
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													<main id="main" class="content" style="min-height: 60rem" ><span style="font-size:12.0pt;line-height:115%;font-family:&quot;Book Antiqua&quot;,&quot;serif&quot;;
mso-fareast-font-family:&quot;Book Antiqua&quot;;mso-bidi-font-family:&quot;Book Antiqua&quot;;
color:#00B0F0">ETHELBURGA (W.A.) LTD.<o:p></o:p><span style="font-size:12.0pt;line-height:115%;font-family:&quot;Book Antiqua&quot;,&quot;serif&quot;;
mso-fareast-font-family:&quot;Book Antiqua&quot;;mso-bidi-font-family:&quot;Book Antiqua&quot;;
color:#00B0F0">vs. <o:p></o:p><span style="font-size:12.0pt;line-height:115%;font-family:&quot;Book Antiqua&quot;,&quot;serif&quot;;
mso-fareast-font-family:&quot;Book Antiqua&quot;;mso-bidi-font-family:&quot;Book Antiqua&quot;;
color:#00B0F0">LUTTERODT <o:p></o:p>[HIGH COURT, ACCRA]<o:p></o:p>[1962] 1 GLR 23<o:p></o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid black 1.5pt;
padding:31.0pt 31.0pt 1.0pt 31.0pt;mso-border-shadow:yes">

DATE:<span style="font-size:10.0pt;line-height:115%;font-family:&quot;Book Antiqua&quot;,&quot;serif&quot;;
mso-fareast-font-family:&quot;Book Antiqua&quot;;mso-bidi-font-family:&quot;Book Antiqua&quot;;
color:#00B0F0"> 26TH JANUARY, 1962.<o:p></o:p>

</div>COUNSEL:&nbsp;&nbsp; <o:p></o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid black 1.5pt;
padding:0in 0in 0in 0in">

J.
B. QUASHIE-IDUN FOR THE PLAINTIFF-COMPANY.<o:p></o:p>

NII
ODOI ANNAN FOR THE DEFENDANT.<o:p></o:p>

</div>CORAM: <o:p></o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid black 1.5pt;
padding:0in 0in 0in 0in">

OLLENNU J.<o:p></o:p>

</div><o:p>&nbsp;</o:p>JUDGMENT OF
OLLENNU J.<o:p></o:p>The plaintiffs claim a declaration that they are owners of 2,000
shares held by the defendant in the Coconut Palm Ltd., and that defendant is a
trustee holding the said shares in trust for them; they also claim an order for
transfer of the said shares to them. Their case is that the Coconut Palm Ltd.
was incorporated and established with moneys provided by them, and was managed
by them as their property up to some time in July, 1961, the date of the
incidents which culminated in the present suit.<o:p></o:p><o:p>&nbsp;</o:p>The defendant on the contrary contended that he holds the said
shares in his own right as the beneficial owner thereof, that he appointed the
plaintiffs managers of the Coconut Palm Ltd., of which he is the chairman and
majority shareholder, and further that he has since July, 1961, terminated the
appointment of the plaintiff-company as managers of the said Coconut Palm Ltd.<o:p></o:p><o:p>&nbsp;</o:p>The evidence in the case has been rather lengthy due firstly to
the fact that the plaintiffs were obliged to give strict proof of certain facts
which were later admitted by the defendant but at a very late stage, and
secondly, to the fact that each side had to bring in a lot of collateral
matters and issues as circumstantial evidence aimed at proving some of the main
facts they alleged. It is expedient that some of those collateral facts should
not receive any direct comments in this judgment either because each could be
the subject of separate judicial proceedings and it would be improper to make
any observations on them which might be interpreted as prejudging them, or
because comments upon them may have some unexpected repercussions. I have,
however, given careful consideration to the evidential value of each of those
matters before arriving at the conclusions I have reached.<o:p></o:p>It evolved from the voluminous evidence that the most important
facts affecting this case are admitted by both sides. Among these are the
following:<o:p></o:p><o:p>&nbsp;</o:p>The defendant is a non-shareholder director of the
plaintiff-company. The Coconut Palm Limited was incorporated in November, 1959;
there are only four shareholders in that company, namely the defendant who
holds 2,000 shares, one Mr. Hickie who holds 500 shares, a Mr. Simpson who
holds 500 shares, and a Mr. Martin, P.W. 1, who holds 500 shares. All these
four shareholders are directors of the plaintiff-company, and the board of
directors consists of two persons namely the defendant who is chairman thereof,
and Mr. Hickie who is the chairman of the board of directors of the
plaintiff-company.<o:p></o:p><o:p>&nbsp;</o:p>The Coconut Palm Ltd. runs a day and night club called the Coconut
Grove. The defendant arranged for the tenancy of the premises in which the club
is run, and he deals direct with the landlady. The latter has asked for tenancy
agreement direct with the club but that has not been done up to date. The
defendant wrote some letters, prima facie in his personal capacity in
connection with the Coconut Palm Ltd., for example letter exhibit 3 dated the
17th September, 1959, to the Electricity Department for the supply of
electricity to the club premises; letter exhibit 7 dated the 19th December,
1959, to the secretary of the Coconut Palm Ltd. applying for 2,000 shares in
the company. He got his nephew, one Mr. Lokko, an architect to replan the
premises for the club, and procured Messrs. Brun Ltd. to carry out the conversion
of the premises for the club as planned by Mr. Lokko. He also arranged for an
electrical engineer to plan the electrical installations.<o:p></o:p><o:p>&nbsp;</o:p>