CUDJOE vs. CONTE LTD. [1964]DLSC1890

Date	1964-01-20
Suit No.
Citation No.	[1964]DLSC1890

SARKODEE-ADOO JSC

ADUMUA-BOSSMAN JSC

BLAY J.S.C.

K. NARAYAN FOR THE APPELLANT.

H. V. A. FRANKLIN FOR THE RESPONDENT.

[1964]DLSC1890
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													<main id="main" class="content" style="min-height: 60rem" >CUDJOE<o:p></o:p>&nbsp;vs. <o:p></o:p>CONTE LTD. <o:p></o:p>[SUPREME COURT]<o:p></o:p>[1964] GLR 28<o:p></o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid windowtext 1.5pt;
padding:0in 0in 1.0pt 0in">

DATE:
20 JANUARY 1964.<o:p></o:p>

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

K. NARAYAN FOR THE APPELLANT.<o:p></o:p>

H. V. A. FRANKLIN FOR THE RESPONDENT.<o:p></o:p>

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

SARKODEE-ADOO, ADUMUA-BOSSMAN AND BLAY JJ.S.C.<o:p></o:p>

</div><o:p>&nbsp;</o:p>JUDGMENT OF SARKODEE-ADOO J.S.C.<o:p></o:p>The appellant
in this action has appealed to this court against the judgment of Mrs. Jiagge
J. dated 13 April 1962 by which the learned judge ordered in favour of the
respondent company, the recovery of Albion Tipper lorry No. AF 2596 or its
value, awarded £500 damages for the unlawful removal of the said vehicle
causing the respondent company loss of business and 75 guineas costs.<o:p></o:p><o:p>&nbsp;</o:p>The
respondent company claimed the recovery or return of the Albion Tipper lorry
No. AF 2596 unlawfully removed and detained by the appellant or its value of
£G2,400 and £G500 for loss of business or for general damages, or both. The
defence to the action was that the said vehicle was given to the appellant by
Joseph Conte for value received, that is, value of the defendant’s services to
Joseph Conte personally and to the respondent company and that the said
transaction was evidenced in writing.<o:p></o:p>On the
summons for directions as amended and on the pleadings the issues were:<o:p></o:p><p class="MsoNormal" style="margin-top:0in;margin-right:0in;margin-bottom:5.0pt;
margin-left:.5in;text-align:justify;mso-pagination:none;border:none;mso-padding-alt:
31.0pt 31.0pt 31.0pt 31.0pt;mso-border-shadow:yes">(1) Was
the said vehicle transferred to the plaintiff company by the Ghana Terrazo
Company?<o:p></o:p><p class="MsoNormal" style="margin-top:0in;margin-right:0in;margin-bottom:5.0pt;
margin-left:.5in;text-align:justify;mso-pagination:none;border:none;mso-padding-alt:
31.0pt 31.0pt 31.0pt 31.0pt;mso-border-shadow:yes">(2) Was
the said vehicle the subject of a transfer note from Joseph Conte to the
defendant, and if so was there any consideration for the said transfer and did
Joseph Conte have the right to make such a transfer note?<o:p></o:p><p class="MsoNormal" style="margin-top:0in;margin-right:0in;margin-bottom:5.0pt;
margin-left:.5in;text-align:justify;mso-pagination:none;border:none;mso-padding-alt:
31.0pt 31.0pt 31.0pt 31.0pt;mso-border-shadow:yes">(3) Was
the appellant an innocent third party to benefit from an unauthorised transfer
if Joseph Conte had not the right to make such a transfer note ?<o:p></o:p><p class="MsoNormal" style="margin-top:0in;margin-right:0in;margin-bottom:5.0pt;
margin-left:.5in;text-align:justify;mso-pagination:none;border:none;mso-padding-alt:
31.0pt 31.0pt 31.0pt 31.0pt;mso-border-shadow:yes">(4) Did
the respondent company acquiesce in the said transaction and are they therefore
estopped from claiming ownership of the said vehicle?<o:p></o:p><o:p>&nbsp;</o:p>On the
evidence the following facts were proved and admitted. The respondent company
is a limited liability company, the founder and former managing director of
which was Joseph Conte who was the sole proprietor and principal shareholder of
Ghana Terrazo Company, a building firm. The Ghana Terrazo Company was dissolved
and all the liabilities and assets (including Albion Tipper lorry No. AF 2596,
the subject-matter of this action) were transferred to the respondent company.
Joseph Conte was the principal shareholder of the majority of the shares. The
said vehicle was purchased originally by Joseph Conte on hire purchase terms
and licensed in his name but subsequently he received cash advances from the
respondent company towards payment of the balance of the amount due after the
promotion of the respondent company and the transfer of liabilities and assets
aforesaid. In the absence of Joseph Conte from the country, mismanagement and
fraudulent practices marked the running of the business of the respondent
company culminating in a court action whereby the frauds and irregularities
were set aside in March 1960 and the respondent company’s status as originally
registered was restored to the Register of Companies.<o:p></o:p><o:p>&nbsp;</o:p>Upon the
return of Joseph Conte to the country and after his resumption as managing
director and principal shareholder of the majority of the shares, he appointed
the appellant a director and later he was appointed the managing director by
the other directors in place of Joseph Conte who left the country for good. The
appellant as the managing director had control of, and access to, all the respondent
company’s properties in the country, and removed on or about 12 June 1961 the
said vehicle which he appropriated to his own use and benefit. When the other
directors of the respondent company became aware of the removal and d</main>