PANAGIOTOPOULOS vs. PLASTICO LTD. AND PLASTICO LTD vs. PANAGIOTOPOULOS (CONSOLIDATED) [1965]DLHC1845

PANAGIOTOPOULOS vs. PLASTICO LTD. AND PLASTICO LTD vs. PANAGIOTOPOULOS (CONSOLI... [1965]DLHC1845

Date	1965-03-15
Suit No.
Citation No.	[1965]DLHC1845

APALOO J.S.C.

H. V. A. FRANKLIN FOR THE PLAINTIFF.

A. C. KUMA FOR THE DEFENDANTS.

[1965]DLHC1845
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													<main id="main" class="content" style="min-height: 60rem" >PANAGIOTOPOULOS vs. PLASTICO LTD. AND PLASTICO LTD <o:p></o:p>vs.<o:p></o:p>PANAGIOTOPOULOS (CONSOLIDATED) <o:p></o:p>[HIGH COURT, ACCRA]<o:p></o:p>[1965] GLR 176<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:
15 MARCH 1965.<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">

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

A. C. KUMA FOR THE DEFENDANTS.<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">

APALOO J.S.C.<o:p></o:p>

</div><o:p>&nbsp;</o:p>JUDGMENT OF APALOO J. S.C.<o:p></o:p>On 3
March 1965 I consolidated and heard together two separate actions which were
brought first by Mr. Panagiotopoulos against the Plastico Ltd. of Tema and
secondly, an action which was instituted by the latter company against
Panagiotopoulos. The first action which was serially numbered as suit No.
488/64, claimed an amount of money alleged to be due on a balance of account
which was amended to include a claim for specific performance of an implied
contract; the second action serially numbered 495/64 sought damages for
defamation. For the sake of convenience, I shall refer to Mr. Panagiotopoulos
throughout this judgment as the plaintiff and the Plastico Ltd. as the company.<o:p></o:p><o:p>&nbsp;</o:p>Serious
and somewhat difficult contentions of law were put forward by counsel but the
facts themselves are substantially not in dispute. Before I deal with the
purely legal aspects of the case, I must relate the facts briefly. The
plaintiff, Mr. Panagiotopoulos, is the major shareholder in a company called
the Panbros Salt Industries Ltd. He seems to be a substantial man, at any rate
by Ghanaian standards. Some time before the beginning of 1963, he found himself
in business association with a lady dental surgeon by name Miss Dimitra Politis
and Mr. George Constantine Michaelides, whose names, like the plaintiff’s,
suggest that they were Greeks. These three persons were minded of forming a
company for the purpose of manufacturing plastic goods. The factory for the
manufacture of the plastic products must have been agreed to be sited at Tema.
Accordingly, the plaintiff applied for and obtained through his company, the
Panbros Salt Industries a plot of land at Tema.<o:p></o:p>It would
seem that a draft lease covering the site of the proposed factory, was
forwarded by the legal officer of the Tema Development Corporation to Mr. H. V.
A. Franklin who was then acting for the three named persons for execution. This
must have been received by Mr. Franklin on a date prior to 29 January 1963. On
that date, he returned the draft lease to the legal officer of the corporation
with a covering letter in which he suggested that the lease be made in favour
of Plastico Ltd. as Panbros Salt Industries Ltd. were desirous of assigning
their rights to Plastico Ltd. He said in that letter that that lease would be
the subject of a mortgage to Panbros Salt Industries Ltd. for a period of two
years or so (exhibit A1).<o:p></o:p><o:p>&nbsp;</o:p>It seems
that the idea of establishing the factory was conceived by Dr. Politis and Mr.
Michaelides. They both saw to the design of the factory and proceeded to Italy
where they arranged for the machinery. The plaintiff was brought in to provide,
as it were, the financial backbone of the company. He in fact met the
pre-incorporation expenses and paid for the machinery which was purchased for
the company. The plaintiff had hoped to be one of the directors or at least one
of the shareholders of the proposed company. The pleadings show that the
company was actually incorporated on 29 May 1963. But before this, the
plaintiff seems to have had second thoughts on the matter. He told me that he
subsequently felt that he would not have enough time to take part in the actual
running of the proposed company. He seems to have been fully occupied with
Panbros where he was and I believe is still the managing director. He therefore
decided to sell his interest in the factory and machinery to Dr. Politis and
Mr. Michaelides who were, without doubt, the brains behind the company. These
two persons must have agreed to buy the plaintiff’s interest. Accordingly, on 1
March 1963 the parties executed what I would call the sale agreement (exhibit
B).<o:p></o:p><o:p>&nbsp;</o:p>By that
agreement, the plaintiff therein described as the vendor, was recorded as
having sold his interest in the land, factory and machinery for an aggregate
sum of £G28,326 6s. 11d. to the said Dr. Politis and Mr. Michaelides acting for
themselves and as trustees in the formation of Plastico Ltd. therein described
as the purchaser.<o:p></o:p><o:p>&nbsp;</o:p>The
agreement also provided that the purchase price shall be paid by instalments of
at least £G500 per month commencing from 1 June 1963, so that the total
purchase price shall be paid by 31 December 1965. O</main>