RAOUL ABOU CHEDID vs. GOLD COAST SECURITIES LTD [2016]DLCA4405

Date	2016-05-26
Suit No.	SUIT NO: H1/229/15
Citation No.	[2016]DLCA4405

OFOE J.A

KORBIEH J.A

MENSAH J.A

MR. ANDREW TWUM FOR DEFENDANT/APPELLANT

MR. K. O AMPONSAH DADZIE FOR PLAINTIFF/RESPONDENT

[2016]DLCA4405
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													<main id="main" class="content" style="min-height: 60rem" >RAOUL ABOU CHEDID
<o:p></o:p>&nbsp;
(PLAINTIFF/RESPONDENT)<o:p></o:p>vs.<o:p></o:p>GOLD COAST SECURITIES
LTD <o:p></o:p>(DEFENDANT/APPELLANT)<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;
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SUIT
NO:&nbsp; H1/229/15&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &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 MAY, 2016<o:p></o:p>

</div>COUNSEL:<o:p></o:p>MR. ANDREW TWUM FOR DEFENDANT/APPELLANT<o:p></o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid windowtext 1.5pt;
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MR.
K. O AMPONSAH DADZIE FOR PLAINTIFF/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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OFOE
J.A , KORBIEH J.A, MENSAH J.A<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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JUDGMENT<o:p></o:p>

</div>OFOE,J.A:<o:p></o:p>The
issue between the parties is simply about the transfer of shares and payment
thereof. I will describe the parties as plaintiff and defendant as they were in
the trial court. From the record of appeal all the dealings in the shares of
the company that came before the court were governed by written agreements. Very
pivotal to a decision in this appeal is the Share Transfer Agreement of the 15th
October 2008 tendered in evidence as exhibit E, found at page 270 <o:p></o:p>of
the record of appeal. Let me state in brief what my understanding of this case
is.<o:p></o:p>There
was an earlier Share Transfer Agreement made on the 18th Day of
December 2006 by which the defendant company, Gold Coast Securities Ltd (GCSL)
acquired 18% of the shares of the company Expandable Polystyrene Products and
Trading Limited (EPPL). It is clear from this agreement that this was at the
time that the Company, like several other companies were experiencing downward
trend in their financial fortunes. Somewhere around the August 2008 the
defendant, Gold Coast Securities Ltd (GCSL) issued what was entitled “PROPOSAL
TO RAOUL ABOU-CHEDID ON GCSL’s SHARE ACQUISITION PLAN” to the plaintiff. This
proposal led to a Share Transfer Agreement, exhibit E, by which 65% out of plaintiff’s
80% share was to be transferred to the defendant leaving him 15%. &nbsp;It is the case of the plaintiff that even though
the transfer has been effected in accordance to this agreement the defendant
who was to pay the plaintiff $700,000 for these transfered shares within a
stipulated period has refused to pay, hence the plaintiff instituting this suit
to claim his money. The plaintiff alleges that the defendant, using his
majority shareholding which he got after the transfer of the 65% share to it, has
taken over the company and appointed the first 5 directors and other top
management staff of the company. According to the plaintiff his 15% has been
taken over by a Dr. Victor Amoah. The plaintiff accuses the defendant of
calculated designs which has dispossessed him of his shares through the offer
proposal in exhibit D and succeeded in pushing him aside from any management
control and presence in the company. <o:p></o:p>The
defendant’s position they took against the plaintiff for which reason they are
not paying the plaintiff was that the plaintiff did not satisfy all his
obligations under the share transfer agreement to be entitled to the payment,
particularly paragraph 12 of the agreement, exhibit E. It alleges further that
the plaintiff at the time of the agreement had 300,000 shares and could not
have transferred 390,000 shares to the defendant as agreed. It was later on the
16th February 2009 that the brother Peter Abou Chedid transferred
his shares to the plaintiff, by which time the agreement exhibit E had become
otiose. There is the further allegation by the defendant that the shares the
plaintiff undertook to transfer under the share transfer agreement have not
been legally transferred to it.<o:p></o:p>These
appear to be the respective position of the parties brought before the trial
High Court judge. <o:p></o:p>Reading
the record of appeal there is an exhibit D mentioned which appears to have brought
into being the Share Transfer Agreement exhibit E. In what way did this exhibit
D bring about the Share Transfer Agreement? I deem it necessary to mention its
salient features as our guide in this opinion.<o:p></o:p>But
before then mention needs be made of paragraph 6 an earlier Share Transfer Agreement,
exhibit A, dated the 18th December 2006 by which the defendant
entered the company and had 18% shares. Paragraph 6 of that agreement states:<o:p></o:p>“6.
As a prior condition to the parties executing this agreement, the transferors
shall pass a shareholders resolution declaring not to re</main>