POLITIS AND ANOTHER vs. PLASTICO LTD. [1967]DLHC1531

Date	1967-01-17
Suit No.
Citation No.	[1967]DLHC1531

AMISSAH J.A.

E. N. MOORE FOR THE APPLICANTS.

I. AMISSAH-AIDOO AND S. A. OKUDZETO FOR THE RESPONDENT COMPANY.

A. C. KUMA IN PERSON

[1967]DLHC1531
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													<main id="main" class="content" style="min-height: 60rem" >POLITIS AND ANOTHER <o:p></o:p>vs. <o:p></o:p>PLASTICO LTD. <o:p></o:p>[HIGH COURT, ACCRA]<o:p></o:p>[1967] GLR 9<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:
17 JANUARY
1967<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">

E. N. MOORE FOR THE APPLICANTS.<o:p></o:p>

I. AMISSAH-AIDOO AND S. A. OKUDZETO FOR THE
RESPONDENT COMPANY.<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">

AMISSAH J.A.<o:p></o:p>

</div><o:p>&nbsp;</o:p>JUDGMENT OF AMISSAH J. A.<o:p></o:p>The
applicants herein are personal representatives of one Dr. Dimitra Politis who
while she lived was the holder of the majority shares in, and one of the two
directors of, a company by the name of Plastico Ltd. On 23 December 1966, the
applicants obtained an order from this court that the company should rectify
its register of members by placing the names of the applicants, obviously in
substitution of the late Dr. Politis, on the register. The applicants have now
brought this application under section 217 of the Companies Code, 1963 (Act
179), for an order declaring certain acts of the company, or, of the director
surviving Dr. Politis, null and void. Mr. Amissah-Aidoo who represents the
company and one other respondent to this application has raised the preliminary
objection that the applicants qua administrators of the late Dr. Politis have
no locus standi to bring this application. The only, and presumably the best
authority he has for this proposition is a sentence from Halsbury’s Laws of
England (3rd ed.), Vol. 6, p. 256, para. 533, which reads as follows:<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">&nbsp;“Although the legal representatives of a
deceased member do not become members unless themselves registered, a transfer
of the share or other interest of a deceased member by his personal representative
is as valid as if he were a member at the time of the execution of the
transfer.”<o:p></o:p><o:p>&nbsp;</o:p>His
emphasis was on the words italicised above and originally the learned counsel
was prepared in his submission to let the court know only of those words. After
a certain amount of inducement he relented but obviously with some reluctance,
and read out the remaining part of the sentence on which he relied. Be that as
it may, the purpose of reading the truncated portion of this sentence and of
emphasising that part when the whole sentence was eventually read, was to
convince the court that a personal representative administering an estate of
which shares in a company form a part, was not a member of the company until he
was registered. Counsel need not have gone as far as delving into the tomes of
Halsbury for the learning that he conveyed to the court. Much nearer home in
our own, perhaps less well-known, Companies Code, the position of the personal
representative is provided for in a little more detail than in the sentence of
Halsbury which the researches of counsel disclosed. Section 99 of the Companies
Code, 1963 (Act 179), is as follows:<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">“99. (1)
In the case of the death of a shareholder or debentureholder the survivor or
survivors where the deceased was a joint holder, and the legal personal
representatives of the deceased where he was a sole holder or last survivor of
joint holders, shall be the only persons recognised by the company as
shareholders or debentureholders. <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) A
person upon whom the ownership of a share or debenture devolves by reason of
his being the legal personal representative, receiver, or trustee in bankruptcy
of the holder, or by operation of law may, upon such evidence being produced as
the company may properly require, be registered himself as the holder of the
share or debenture or transfer the same to some other person and such transfer
shall be as valid as if he had been registered as a holder at the time of
execution of the transfer: Provided that the company shall have the same right,
if any, to decline registration of a transfer by such person as it would have
had in the case of a transfer by the registered holder but shall have no right
to refuse registration of the person himself.<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) A
person upon whom the ownership of a share or debenture devolves by reason of
his being the legal personal representative, receiver, or trustee in bankruptcy
of the holder, or by operation of law shall, prior to registration of himself
or a transferee, be entitled to the same dividends, interest and other advantages
as if he were the registered holder and, in the case of a share, to the same
rights and remedies as if he were a member of the company, except that he shall
not, before being registered as a member in respect of the share, be entitled
to attend and vote at any meeting of the company: Provided that the company may
at any time give notice requiring any such person to elect either to be
registered himself or to transfer the share or debenture and if the notice is
not complied with within ninety days, the company may thereafter suspend
payment of all dividends, interest or other moneys payable in respect of the
share or debenture until the requirements of the notice have bee</main>