AMUANYI COMPANY LTD. vs. ADAMUS RESOURCES LTD. [2013]DLCA8066

Date	2013-04-18
Suit No.	SUIT NO.H1/43/12
Citation No.	[2013]DLCA8066

MARFUL-SAU J.A. (PRESIDING)

ADJEI J.A.

ACKAH-YENSU J.A.

[2013]DLCA8066
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													<main id="main" class="content" style="min-height: 60rem" >AMUANYI
COMPANY LTD.<o:p></o:p>(PLAINTIFFS/RESPONDENTS)<o:p></o:p><span lang="EN-US" style="font-size:12.0pt;line-height:115%;font-family:&quot;Book Antiqua&quot;,serif;
mso-fareast-font-family:&quot;Book Antiqua&quot;;mso-bidi-font-family:&quot;Book Antiqua&quot;;
color:#00B0F0">vs.<o:p></o:p>ADAMUS RESOURCES LTD.<o:p></o:p>(DEFENDANT/APPELLANT)<o:p></o:p>[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:0cm 0cm 1.0pt 0cm">

SUIT NO.H1/43/12&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:0cm 0cm 1.0pt 0cm">

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

</div>&nbsp;&nbsp;&nbsp;&nbsp;&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:0cm 0cm 1.0pt 0cm">

<p class="MsoNormal" align="center" style="margin-bottom:0cm;margin-bottom:.0001pt;
text-align:center;border:none;mso-border-bottom-alt:solid windowtext 1.5pt;
padding:0cm;mso-padding-alt:0cm 0cm 1.0pt 0cm">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&nbsp; 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 purs</main>