AMUANYI COMPANY LTD. vs. ADAMUS RESOURCES LTD. [2013]DLCA3624

Date	2013-04-18
Suit No.	SUIT NO. H1/43/2012
Citation No.	[2013]DLCA3624

MARFUL-SAU J.A. (PRESIDING)

ADJEI J.A

ACKAH-YENSU J.A

[2013]DLCA3624
																																						<div class="restriction-wrapper">
														<div class="container-lg">
															<div class="row">
																<div class="col-md-12 restricted-content">
																	<div class="restricted-content-img-wrapper">
																		<div class="lock-icon bounce-7">
																			<img class=""
																				src="https://www.dennislawgh.com/dl-assets/dl-images/lock-content.png"
																				alt="Subscription based content">
																		</div>
																	</div>
																	 
																		<a href="https://www.dennislawgh.com/login"
																		class="btn btn-primary btn-lg"
																		style="font-family: 'open sans'; text-transform: capitalize; border-radius: 8px"> 
																		Login to Read Full Case </a>
																	 
																	
																</div>
															</div>
														</div>
													</div>
													<main id="main" class="content" style="min-height: 60rem" >AMUANYI COMPANY LTD.<o:p></o:p>vs.<o:p></o:p>ADAMUS RESOURCES LTD.<o:p></o:p>&nbsp;[COURT OF APPEAL, CAPE
COAST]<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">

SUIT
NO. H1/43/2012&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;&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:
18TH
APRIL, 2013<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 1.0pt 0in">

MARFUL-SAU,
J.A. (PRESIDING)&nbsp; ADJEI, J.A. AND&nbsp; ACKAH-YENSU, J.A&nbsp;<o:p></o:p>

</div><o:p>&nbsp;</o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid windowtext 1.5pt;
padding:0in 0in 1.0pt 0in">

JUDGMENT<o:p></o:p>

</div>DENNIS
ADJEI, J.A.:<o:p></o:p>This is an appeal against
the judgment of the High Court Sekondi dated 7th June,2010. The
defendant/appellant appealed to this court per a notice of appeal filed on 27th
July,2010. For the purposes of this appeal the plaintiff/respondent would be
referred to as the plaintiff and the defendant/appellant as the appellant.<o:p></o:p>The brief facts of the
case were that Amuanyi’s&nbsp; upon being
granted mining concession known and called Ebi concession by the government of
Ghana per a deed, it entered into a joint venture agreement with a company
called Vauquelin Mines Limited (to be refereed to hereafter as Vauquelin) on 22nd
February,1996.<o:p></o:p>Under the said joint
venture agreement tendered into evidence as Exhibit ‘A’, Amuanyi granted full
rights to Vauquelin for the later to prospect for gold in the former’s Ebi
concession without any undue interference. The consideration of this agreement
was that Vauquelin was in turn required to make certain payments. In particular
Vauquelin which was a foreign company based in Quebec in Canada was required to
pay the sum of ¢3,000,000.00 plus $20,000.00 on the first anniversary of the
execution of the agreement and a further sum of ¢3,000,000.00 plus $25,000.00
on the second anniversary of the execution of the agreement.<o:p></o:p>Vauquelin was in addition
required under the agreement to spend not less than $2000, 000.00 in the
exploration and exploitation programme in the Ebi&nbsp; concession .<o:p></o:p>Wile this joint venture &nbsp;agreement was subsisting between Amunayi and
Vauquelin, the later entered into some arrangement with a company called Semafo
Ghana Limited (to be referred as Semafo). Amuanyi alleged that by the said
arrangement Semafo took over the rights and liabilities of Vaquelin. In effect
Amuanyi wanted the court to believe that Semafo stepped into the shoes of
Vauquelin as far as the obligations under Exhibit ‘A’, the joint venture
agreement was concerned. This position of Amuanyi&nbsp;&nbsp; notwithstanding, another agreement, Exhibit
‘C’, was entered into between Amuanyi and Semafo. In effect, it appears&nbsp; that Amuanyi&nbsp;
per Exhibit ‘C’ more or less re-assigned the Ebi concession to Semafo. Exhibit
‘C’ was dated 1st Septemebr, 1997.<o:p></o:p>In compliance with the
terms of the&nbsp; joint Venture agreement,
however, Semafo on or about 27th February, 1998 made the second
payment referred to in paragraph 3 (a) of Exhibit ‘A’ to Amuanyi.<o:p></o:p>Amuanyi contended that
Adams is now&nbsp; busily engaged in activities
in the Ebi concession and they claimed to have acquired all shares of Semafo.
Amuanyi contended further that this being&nbsp;
the&nbsp; position, Adamus “has become
eventual assignee of Vauquelin and therefore bound by the terms of the joint
venture agreement”.<o:p></o:p>Adamus on the other hand,
in the 2nd amended statement of defense filed&nbsp; on 23rd June, 2008 admitted that
the Government of Ghana granted to Amuanyi a prospecting license over Ebi
Concession&nbsp; for a period &nbsp;of 2 years with a right&nbsp; of extension. However, Adamus denied that the
consideration for making certain payments&nbsp;
under&nbsp; Section (3) of Exhibit ‘A’
was the assignment of the Ebi&nbsp; concession
by Amuanyi&nbsp; to them. It was averred that
the Deed of Assignment entered into between Semafo and Amuanyi was not pursuant
to the terms of the joint venture agreement&nbsp;
entered into between Amuanyi and Vauquelin.<o:p></o:p>Adamus contends that by
the deed of assignment all amunyi’s rights under the prospecting license and
the joint venture agreement were extinguished.<o:p></o:p>However, Adamus conceded
that Semafo made some payment pursuant to the joint venture agreement but
avoided&nbsp; its effect by saying that Semafo
was not under any contractual or legal obligation to have made that payment and
that that payment was not made in compliance with the terms of the joint
venture agreement to which Adamus was not a party.<o:p></o:p>Adamus denied that Semafo
has transferred all interest to them. It was rather averred that Adamus is a
shareholder of Semafo. Further, Adamus contended that any work it is undertaking
for Semafo in relation to the latter’s mining concessions, arise under internal
corporate arrangements.<o:p></o:p>Adamus averred that it is
not bound by the terms of the joint venture agreement between Amuanyi and
Vauquelin since it is not a party to it and has not agreed to be bound by
Vauquelin obligations under the joint venture agreement. <o:p></o:p>The grounds of appeal are
as follows:<o:p></o:p>“a.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the learned trial Judge erred when he held
that Semafo Ghana Limited, instead of Sem</main>