DANIEL SACKEY QUARCOOPOME vs. SANYO ELECTRIC TRADING & ANOR [2008]DLSC2453

Date	2008-11-12
Suit No.	CIVIL APPEAL NO. J4/3/2008
Citation No.	[2008]DLSC2453

AKUFFO (MS) J.S.C (PRESIDING)

BROBBEY J.S.C

ANSAH J.S.C

ADINYIRA (MRS) J.S.C

ASIAMAH J.S.C

KOCUVIE TAY FOR THE APPELLANT

VICTOR ADAWUDU FOR THE RESPONDENT

AMA OPOKU AMPONSAH FOR THE 2ND RESPONDENT

[2008]DLSC2453
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													<main id="main" class="content" style="min-height: 60rem" >DANIEL SACKEY QUARCOOPOME<o:p></o:p>vs.<o:p></o:p>SANYO ELECTRIC TRADING &amp; ANOR<o:p></o:p>[SUPREME
COURT]<o:p></o:p>CIVIL
APPEAL NO. J4/3/2008<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: 12TH NOVEMBER, 2008.<o:p></o:p>

</div>COUNSEL<o:p></o:p>KOCUVIE
TAY FOR THE APPELLANT<o:p></o:p>VICTOR
ADAWUDU FOR THE RESPONDENT<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">

AMA
OPOKU AMPONSAH FOR THE 2ND RESPONDENT<o:p></o:p>

</div>CORAM:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <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">

AKUFFO
(MS) &nbsp;J.S.C (PRESIDING), BROBBEY &nbsp;J.S.C, ANSAH &nbsp;J.S.C, ADINYIRA (MRS) J.S.C, ASIAMAH J.S.C<o:p></o:p>

</div><o:p>&nbsp;</o:p>JUDGMENT<o:p></o:p>&nbsp;ANSAH, JSC:&nbsp;&nbsp;
<o:p></o:p>This
is an appeal against the judgment of the Court of Appeal dated the 1st day of
March, 2007, dismissing the appeal by the appellant, hereafter called the
plaintiff against the decision of the High Court dated 25th October, 2004.<o:p></o:p>The
plaintiff, was a Director on the Board of Directors of the 2nd Defendant
between 1974 and 2001. <o:p></o:p>The
1st defendant/appellant/respondent, hereinafter referred to as the 1st
defendant, is a company incorporated under the laws of Japan and a Shareholder
of the 2nd Defendant/appellant/respondent company, hereafter called the second
defendant, registered under the laws of Ghana.<o:p></o:p>The
plaintiff claims he was appointed by the 1st Defendant to serve as its
representative or Director on the Board of the 2nd Defendant in 1974 after
previously serving on the same Board as a nominee of the Government of Ghana
between 1965 and 1972. Prior to the appointment, the plaintiff averred that he
reached an oral agreement with a representative of the 1st Defendant, that he
would be earning the same as he (the representative was earning) and this oral
agreement was confirmed by Exhibit C purported to be a letter of appointment
copied to the 2nd Defendant and the Government of Ghana, as a shareholder. It
was signed by the Executive Managing Director of the 1st Defendant. Thereafter,
the plaintiff served in that capacity on the Board of Directors of the 2nd
Defendant Company till 2001 when he was relieved of his position by the 2nd
Defendant upon the recommendation of the 1st Defendant.<o:p></o:p>In
reaction the plaintiff sued the 1st and 2nd Defendants jointly and severally
claiming the following:<o:p></o:p>1.&nbsp;&nbsp;&nbsp;
Damages for breach of an oral contract made in or about June/July 1974,
appointing the plaintiff Director to serve on the Board of Ghana Sanyo Company
Limited and witnessed in writing by letter dated October 4th 1974, under and by
virtue of which the plaintiff has worked and rendered services to the 1st and
2nd defendant companies as Director, from which the defendants have failed and
refused to pay the plaintiff reasonable Director’s fees and lump sum
remuneration as agreed.<o:p></o:p>Alternatively;<o:p></o:p>2.&nbsp;&nbsp;&nbsp;
Adequate remuneration and compensation for services rendered to the
defendants from 1974 to 2001 as Director on the Board of the 2nd Defendant
company<o:p></o:p>3.&nbsp;&nbsp;&nbsp;
Interest on the said amount at the prevailing bank rate. <o:p></o:p>The
defendants denied reaching any oral agreement with the plaintiff and contended
that Exhibit C was a mere ‘circular’. I shall presently set out the contents of
Exhibit C in full for its full effect and weight to be made manifest in this
opinion. <o:p></o:p>The
trial court found that the plaintiff’s action could not succeed in contract
“due to the hazy and unclear terms of the oral agreement”, but granted the
alternative relief and, considering the claim in Quantum Meruit, awarded a tidy
sum of ¢350,000,000.00 to the plaintiff.<o:p></o:p>On
appeal to the Court of Appeal, the court set aside the award of the trial court
for the alternative claim in quantum meruit because the court held it was
unlawful and in clear contravention of section 194 of the Companies Code 1963,
Act 179, (quoted below), and amounted to usurping the functions of members of
the 2nd Defendant Company conferred by the same provision of the Code. The
present appeal is from the judgment of the Court of Appeal dated 1st March
2007. The grounds of appeal relied upon and argued before us are that:<o:p></o:p>1.&nbsp;&nbsp;&nbsp;
The judgment of the Court of Appeal is against the weight of the
evidence before the court.<o:p></o:p>2.&nbsp;&nbsp;&nbsp;
The decision of the Court of Appeal, that quantum meruit does not apply
in the case of the appellant, when the court of appeal had itself agreed with
the finding of the court below that the appellant was not appointed in the
legally proper manner, but had rendered service as director to the respondents
who also received benefit from that service, is per incuriam.<o:p></o:p>3.&nbsp;&nbsp;&nbsp;
The Court of Appeal having itself set down the issue ‘Whether quantum
meruit applies to this case’, failed to consider, the&nbsp; remedy of quantum meruit, its nature, its
purpose and its effect, on the unanimous evidence, that in pursuance of
whatever agreement there was, hazy or void, the plaintiff rendered invaluable
service to the defendants.<o:p></o:p>4.&nbs</main>