AMOS WEDZI vs. HOTEL MAJORIE ‘Y’ LTD AND 2 OTHERS [2014]DLSC5614

Date	2014-05-07
Suit No.	CIVIL APPEAL NO: J4/45/2013
Citation No.	[2014]DLSC5614

ATUGUBA J.S.C. (PRESIDING)

ANSAH J.S.C.

BAFFOE BONNIE J.S.C.

GBADEGBE J.S.C.

AKOTO BAMFO (MRS) J.S.C.

OSAFO BUABENG ESQ. FOR THE 1ST DEFENDANT/APPELLANT /APPELLANT.

KWAME AGATI ESQ. WITH HIM MICHAEL AKANBEK FOR THE 3RD

DEFENDANT/ RESPONDENT /RESPONDENT.

[2014]DLSC5614
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													<main id="main" class="content" style="min-height: 60rem" >AMOS WEDZI<o:p></o:p>(PLAINTIFF/RESPONDENT)<o:p></o:p>vs.<o:p></o:p>HOTEL MAJORIE ‘Y’ LTD AND 2 OTHERS<o:p></o:p>(DEFENDANTS/ APPELLANT /RESPONDENT)<o:p></o:p>[SUPREME COURT, ACCRA]<o:p></o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid windowtext 1.5pt;
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CIVIL APPEAL NO: J4/45/2013&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &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: 7TH MAY, 2014<o:p></o:p>

</div>COUNSEL:<o:p></o:p>OSAFO
BUABENG ESQ. FOR THE 1ST DEFENDANT/APPELLANT /APPELLANT.<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">

KWAME
AGATI ESQ. WITH HIM MICHAEL AKANBEK FOR THE 3RD DEFENDANT/
RESPONDENT /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;
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ATUGUBA
J.S.C. (PRESIDING), ANSAH J.S.C., BAFFOE BONNIE J.S.C., GBADEGBE J.S.C., AKOTO
BAMFO (MRS) J.S.C. <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;
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<p class="MsoNormal" align="center" style="margin-bottom:0in;margin-bottom:.0001pt;
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padding:0in;mso-padding-alt:0in 0in 1.0pt 0in">JUDGMENT<o:p></o:p>

</div>BAFFOE-BONNIE JSC.&nbsp; <o:p></o:p>The facts leading to this
appeal are fairly simple and uncontroverted.&nbsp;
When the appellant company was formed the initial share holding
structure was as follows; 60% to the 2nd Defendant Richard Yao
Wedzi, 20% to plaintiff/respondent Amos Wedzi and 20% to Welbeck Wedzi (now
deceased).&nbsp; These three persons were also
the first Directors of the company, For some reasons which are not necessary
for the resolution of this appeal, the 2nd defendant and Welbeck
Wedzi purported toforfeit the 20% shares of the plaintiff and sold same
together with the 20% shares of Welbeck Wedzi for $350,000 to the 3rd
def/resp/resp, Michael Yao Monyo. The plaintiff was also removed as a director
of the company and the 3rd defendant was made a Director in his stead<o:p></o:p>Aggrieved by the
forfeiture of his shares and removal as director, Amos Wedzi&nbsp; hereafter the plaintiff, brought an action
before the High court challenging the procedure for the forfeiture and sale of
his 20% shares. After a lengthy trial, the court found the forfeiture of the
shares and the removal of the plaintiff as director as wrongful same having
been done in breach of the company regulations. The court held as follows;<o:p></o:p>“The evidence shows that
the 2nd defendant sold 40% shares in the 1st defendant
company to the 3rd defendant.&nbsp;
This sale was evidenced by an agreement dated 2nd May 1997
between the 2nd defendant and the 3rd defendant and which
was tendered by the plaintiff as Exhibit ‘D’.&nbsp;
Subsequent to the acquisition of the shares the 3rd defendant
was also appointed a director of the company.&nbsp;
The 3rd defendant was later issued with a share certificate
which was tendered by the 3rd defendant in evidence as Exhibit
‘1B’.&nbsp; Thus by the said sale and transfer
of shares the 3rd defendant became a 40% shareholder whilst the 2nd
defendant became a 60% shareholder.&nbsp; The
20% shares held by the plaintiff and their father Welbeck Kwesi Wedzi thus
ceased to exist.&nbsp; I have earlier on in
this judgment held that the purported forfeiture of the plaintiff’s share was
illegal and void and that the plaintiff is still a member and shareholder of
the company.&nbsp; I should say in passing
that Welbeck Kwesi Wedzi (the father of the plaintiff and 2nd
defendant) was also a 20% shareholder whose shares were affected by the said
sale agreement.&nbsp; He is said to be
deceased.&nbsp; The evidence shows that he
died in 2004. The evidence shows that at the time of the execution of Exhibit
‘D’, Welbeck Kwesi Wedzi was present.&nbsp; He
indeed appended his signature to Exhibit ‘D’ as a witness for the 2nd
defendant.&nbsp; That probably explains why he
did not in his lifetime challenge the forfeiture of his shares.&nbsp; In any event the forfeiture of his shares is
not an issue before me.”<o:p></o:p>Since I have held that the
plaintiff is a 20% shareholder and the sale of his shares to the 3rd
defendant is void, I hereby order the sale and transfer of the plaintiff’s 20%
share to the 3rd defendant be and is hereby set aside.&nbsp; Thus 3rd defendant will no more be
a 40% shareholder; he will be left with 20%.”<o:p></o:p>The 3rd
defendant bought the 40% shares for $300,000.&nbsp;
I will therefore declare that the 3rd defendant is a 20%
shareholder and that he is a creditor of the company in respect of the sum of
$150,000 representing the value of the 20% shares of the plaintiff wrongfully
sold to him.<o:p></o:p>It is also obvious that
the appointment of the 3rd</sup</main>