VAMBARIS vs. ALTUNA AND ANOTHER [1973]DLHC2212

Date	1973-03-30
Suit No.
Citation No.	[1973]DLHC2212

HAYFRON-BENJAMIN J.

AHENKORA FOR THE FIRST APPLICANT.

MRS. COBBINA FOR THE FIRST RESPONDENT

SECOND RESPONDENT IN PERSON

[1973]DLHC2212
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													<main id="main" class="content" style="min-height: 60rem" >VAMBARIS <o:p></o:p>vs. <o:p></o:p>ALTUNA AND ANOTHER <o:p></o:p>[HIGH COURT, ACCRA]<o:p></o:p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;[1973]
2 GLR 41<o:p></o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid windowtext 1.5pt;
padding:0in 0in 0in 0in">

DATE:
30 MARCH 1973.<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">

AHENKORA FOR THE FIRST APPLICANT.<o:p></o:p>

MRS. COBBINA FOR THE FIRST 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">

HAYFRON-BENJAMIN J.<o:p></o:p>

</div><o:p>&nbsp;</o:p>JUDGMENT OF HAYFRON-BENJAMIN J.<o:p></o:p>This is
an application under section 218 of the Companies Code, 1963 (Act 179). With
the withdrawal of the second applicant, the application is pursued only by the first
applicant, a shareholder of the company known as Altuna Brothers Ltd.<o:p></o:p><o:p>&nbsp;</o:p>The
company was originally incorporated with the applicant, Jesus Altuna, and one
A. C. Kuma as the sole shareholders and their holdings were 2,000 to 2,500 and
500 shares respectively. The company was engaged in fishing. The respondent
Okudjeto was the secretary and the solicitor to the company. In these
proceedings, Vambaris is the first applicant, and will in this judgment be
referred to as such. A. C. Kuma will be referred to as the second applicant.
Jesus Altuna will be referred to as the first respondent and Samuel Awuku
Okudjeto would be referred to as the second respondent. The first applicant and
the first respondent are expatriates with little or no command of the English language.
The hearing of these proceedings has been delayed partly because of the
difficulty experienced by the first applicant in making himself clearly
understood. His spoken English is not clear and articulate. Mercifully the
first respondent did not give oral evidence.<o:p></o:p><o:p>&nbsp;</o:p>The
second applicant and the second respondent are both lawyers. At the time the
company was formed, they practised in the same chambers, the second respondent
being the junior of the second applicant. The second respondent subsequently became
a member of the dissolved Parliament under the Constitution of the Second
Republic of Ghana. The applicant’s complaints seem to be primarily in respect
of the activities of the second respondent who later became a director and also
a shareholder. The complaints against the first respondent seem mainly to arise
from the support he is said to have given to the second respondent in his
several schemes in running the company.<o:p></o:p><o:p>&nbsp;</o:p>I must
state quite clearly that on the evidence 1 do not think most of the complaints
levelled against the respondents have been made out. The only important
complaint worth considering is about the manner in which the second respondent
got himself made a director, and also the manner of the acquisition of the
shares by him. The first applicant states “that in pursuit of his schemes the
second respondent procured himself to become a director of the company without
any general meeting having been convened for that purpose, much less a
resolution of a general meeting being passed.” The first applicant further
states that the second respondent at a meeting of the board of directors
insisted that the shares should be redistributed and that his (the first
applicant’s) shares were reduced from 2,000 to 1,000. He claims that this
redistribution is invalid. The second respondent’s answer to this is that he
was invited by the three directors to become a director so that Ghanaian
representation on the board could help the image of the company. He states
further that the redistribution of the shares was at the suggestion of the
second applicant and was agreed to by the first applicant who persuaded the
first respondent to agree so that the company could enjoy a real Ghanaian
status. The first applicant states categorically that the second respondent
paid nothing for the shares, and this is not denied by the second respondent.<o:p></o:p><o:p>&nbsp;</o:p>The first
point for consideration is whether the appointment of the second respondent as
a director and the acquisition of the shares by him were proper in view of the
p</main>