INTER AFRIQUE HOLDINGS LTD. vs. TSAKOS SHIPPING & TRADING [2008]DLCA6727

Date	2008-10-30
Suit No.	H1/104/2007
Citation No.	[2008]DLCA6727

ARYEETEY JA [PRESIDING]

ADUAMA OSEI JA

AYEBI JA

NANA ASANTE BEDIATUO FOR RESPONDENT.

JOSEPH ADDO FOR CHARLES ZWENNES JNR. FOR APPELLANT.

[2008]DLCA6727
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													<main id="main" class="content" style="min-height: 60rem" >INTER AFRIQUE HOLDINGS
LTD.<o:p></o:p>vs.<o:p></o:p>TSAKOS SHIPPING &amp;
TRADING<o:p></o:p>[COURT
OF APPEAL, ACCRA]<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">

H1/104/2007&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; &nbsp; &nbsp; DATE: 30TH OCTOBER, 2008<o:p></o:p>

JOSEPH
ADDO FOR CHARLES ZWENNES JNR. FOR APPELLANT.<o:p></o:p>

<p class="MsoNormal" align="center" style="text-align:center;line-height:115%;
border:none;mso-border-top-alt:solid windowtext 1.5pt;mso-border-bottom-alt:
solid windowtext 1.5pt;padding:0in;mso-padding-alt:1.0pt 0in 1.0pt 0in">JUDGMENT<o:p></o:p>

</div>ADUAMA OSEI J.A. <o:p></o:p>This
is an appeal against a judgment of the High Court, Fast Track Division, Accra,
delivered on 18th June, 2005, in which the High Court entered judgment against
the Defendant/Appellant (hereinafter called “the Defendant”) in favour of the
Plaintiff/Respondent (hereinafter called “the Plaintiff”), on the Plaintiff’s
claim as indorsed on its Writ of Summons. <o:p></o:p>The
indorsement on the Plaintiff’s Writ of Summons was as follows: <o:p></o:p>“a. The payment of an amount of
US$57,325.20 being commission accruing to the Plaintiff under the terms of the
agreement with respect to the Oceanida Time Charter with TOR. <o:p></o:p>“b. Interest on the sum of
US$57,325.20 at the prevailing bank rate from September 2003, until final date
of payment. <o:p></o:p>“c. An order from this Honourable
Court compelling the Defendant to honour its obligations to the Plaintiff and
pay all accrued sums due to the Plaintiff under the terms of the TOR Oceanida
Time Charter agreement.” <o:p></o:p>The
Plaintiff is a limited liability company registered under the laws of Ghana,
while the Defendant is incorporated in the United Kingdom.&nbsp; The Defendant was engaged in the business of
leasing oil tankers and vessels to various international clients, including
national oil companies, oil refineries, power ventures, and such other
concerns. <o:p></o:p>Some
time in the year 2001, the Plaintiff and the Defendant entered into a business
relationship the terms of which were contained in a document dated 25th
October, 2001 and headed “Letter of Agreement”, which was tendered at the trial
as Exhibit A.&nbsp; The said business
relationship was to be governed by English law. <o:p></o:p>The
responsibilities of the Plaintiff in the business relationship as set out in
Exhibit A included: <o:p></o:p>“a. Identification of profitable
opportunities for Tsakos to lease oil tankers and other vessels, either on a
time charter or spot charter basis, to various clients including national oil
companies, oil refineries, power utilities etc. <o:p></o:p>“ b. Assistance to Tsakos in preparing
proposals and presentations and negotiating contracts with various clients. <o:p></o:p>“c. Assistance in obtaining payments
from clients for services provided by Tsakos.” <o:p></o:p>The
Plaintiff contended in its Statement of Claim that in pursuance of the terms of
the agreement, it assisted the Defendant to negotiate upward fee reviews for
the remainder of the Defendant’s then existing contract with Tema Oil Refinery
(TOR), and also assisted the Defendant in the preparation of new tender
proposals and in negotiating new contract terms in respect of a subsequent
contract between the Defendant and TOR which involved the transportation of
crude oil cargoes by a vessel called MT Oceanida. <o:p></o:p>The
Plaintiff contended further in its Statement of Claim that as a result of the
services it performed for the Defendant under the agreement, the Defendant was
as at 30th September, 2003, indebted to it in the sum of US$57,325.20, being
commissions due it from the Defendant in respect of the Oceanida Time Charter. <o:p></o:p>The
Plaintiff alleged that even though it submitted invoices to the Defendant for
payment, the Defendant refused to pay. <o:p></o:p>The
Defendant on the other hand contended in its Statement of Defence that at the
time it met the Plaintiff, it already had lucrative contracts with TOR and that
the Plaintiff did very little that was of any benefit to the Defendant in
respect of its contracts with TOR. <o:p></o:p>The
Defendant contended further that the business relationship it had with the
Plaintiff which was contained in Exhibit A expired in or about March, 2002 and
that subsequent to the expiry of the said contract, the Plaintiff did not
fulfil any duties or obligations for the benefit of the Defendant. <o:p></o:p>The
Defendant again contended in its Statement of Defence that the Plaintiff placed
itself in a conflict of interest position such as amounted to the Plaintiff
repudiating any rights to commission it may have had from the Defendant from
June, 2003 onwards.&nbsp; The Defendant
contended therefore that the Plaintiff was not entitled to its claim. <o:p></o:p>Looking
at the pleadings, among the several issues filed on behalf of the Plaintiff and
the Defendant, the following may be considered as the cen</main>