PROJECT DEVELOPMENT INTERNATIONAL vs. INFRASTRUCTURAL LOGISTICS LTD. & ANOR. [2015]DLCA8300

Date	2015-11-26
Suit No.	CIVIL APPEAL NO. H1/202/2015
Citation No.	[2015]DLCA8300

V.D. OFOE J.A. (PRESIDING)

F.G. KORBIEH J.A.

L.L. MENSAH J.A.

SHIRLEY SEMUAH FOR DEFENDANT/APPELLANT

ADDO AQUAH FOR PLAINTIFFS/RESPONDENTS

[2015]DLCA8300
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													<main id="main" class="content" style="min-height: 60rem" >PROJECT DEVELOPMENT
INTERNATIONAL<o:p></o:p>(DEFENDANT/APPELLANT)<o:p></o:p>vs.<o:p></o:p>INFRASTRUCTURAL LOGISTICS LTD.
&amp; ANOR.<o:p></o:p>(PLAINTIFFS/RESPONDENTS)<o:p></o:p><o:p>&nbsp;</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:0cm 0cm 1.0pt 0cm">

CIVIL APPEAL NO. H1/202/2015&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &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:
26TH
NOV, 2015<o:p></o:p>

</div>COUNSEL:<o:p></o:p>SHIRLEY SEMUAH FOR DEFENDANT/APPELLANT<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">

ADDO AQUAH FOR
PLAINTIFFS/RESPONDENTS <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">

V.D. OFOE J.A.
(PRESIDING), F.G. KORBIEH J.A., L.L. MENSAH 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;
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JUDGMENT<o:p></o:p>

</div>F.G. KORBIEH, J.A.<o:p></o:p><o:p>&nbsp;</o:p>The 1st
plaintiff/respondent herein is a company registered under the laws of Ghana
whilst the 2nd plaintiff/respondent is the chairman and Chief
Executive and more or less the alter ergo of the former.&nbsp; The defendant/appellant is a company
registered under the laws of the United States of America and is domiciled
therein. According to the plaintiffs/respondents (hereinafter simply referred
to as the plaintiffs) they, together with one Takyi-Mensah (also a director of
the 1st plaintiff company) agreed to work in collaboration with the
defendant/appellant (hereinafter simply referred to as the defendant or
defendant company), which is a management firm, to provide goods and services.
It was as a result of this agreement to collaborate that the parties agreed in
2006 to supply the Government of Ghana, via the Ghana National Fire Service,
fire equipment and related accessories manufactured in the U.S.A. The role of
the plaintiffs in this collaborative effort was to act as the local principal
actor which included making all the necessary governmental contacts and
receiving all requisite approvals including cabinet/executive, parliamentary
ratifications, Public Procurement Authority approvals, value for money
negotiations and approvals and engaging local consultants where necessary. The
total cost of the project was in the region of US$44,000,000 as evidenced by
various documents. It was due to the discharge of the obligations of the
plaintiffs&nbsp; that the defendant was able
to raise the funding and to supply the equipment in batches as agreed. The
plaintiffs were therefore to receive from the defendant the sum of US$2,500,000
as remuneration for their local expenses and fifty percent of the net profit
arising from the supply of the equipment to the Government of Ghana. Even
though the supply of the equipment was on-going and payments being made, the
defendant failed to pay the US$2,500,000 owed to the plaintiffs and also failed
to pay the agreed percentage of net profits due to the plaintiffs. The
plaintiffs therefore complained about this to the defendant who wrote a letter
in response in which the defendant created a non-existent pretext as
justification for “holding on to the Plaintiffs’ funds in the United States of
America indefinitely.” The plaintiffs however also wrote back to the defendant
stating that they were entitled to an agreed amount of US$2.5 million or its
Ghana Cedi equivalent “plus 50% of the Remainder after the above Deduction,
whilst the Defendants were entitled to 50% of the Remainder after the US$2.5
million deduction.” Failing to receive a satisfactory answer from the
defendant, the plaintiffs caused their solicitor to write another letter to the
Chief Executive of the defendant company but only got a terse e-mail response
in which the defendant said the plaintiffs’ solicitor had been misinformed. In
a follow-up letter the defendant denied being liable to the plaintiffs and
rather asserted that it had paid a total of US$855,971 being approved monies
sent by the defendant to the plaintiffs. The plaintiffs therefore sued the
defendant in the Commercial Division of the High Court, Accra seeking the
following reliefs:<o:p></o:p><o:p>&nbsp;</o:p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
An
order of account.<o:p></o:p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Recovery
of the sum of US$2,500,000 being agreed sums to the plaintiffs’ local expenses
in the performance of the contract to supply fire equipment and related
accessories to the Ghana National Fire Service.<o:p></o:p>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Recovery
of a further fifty percent (50%) of net profit after expenses on the contract
to supply fire equipment and related accessories to the Ghana National Fire
Service.<o:p></o:p>