J.A. ANGME vs. UPPER QUARRY LTD, T- ERNEST DAWLA, DIVESTURE IMPLEMENTATION COMMITTEE (DIC) AND THE ATTORNEY-GENERAL [2017]DLHC8178

J.A. ANGME vs. UPPER QUARRY LTD, T- ERNEST DAWLA, DIVESTURE IMPLEMENTATION COMM... [2017]DLHC8178

Date	2017-05-04
Suit No.	SUIT NO. E2/7/2007
Citation No.	[2017]DLHC8178

HIS LORDSHIP JUSTICE JACOB B. BOON

ANTHONY NAMOO FOR THE PLAINTIFF

ROBERT TATER FOR THE 1ST AND 2ND DEFENDANTS

GERGE KPODO WITH EMMANUEL OTOO BOISON FOR THE 4TH DEFENDANT

[2017]DLHC8178
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													<main id="main" class="content" style="min-height: 60rem" >J.A.&nbsp; ANGME<o:p></o:p>vs.<o:p></o:p>UPPER QUARRY
LTD, T- ERNEST DAWLA, DIVESTURE IMPLEMENTATION COMMITTEE (DIC) AND THE
ATTORNEY-GENERAL<o:p></o:p><o:p>&nbsp;</o:p>[HIGH COURT,
BOLGATANGA]<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. E2/7/2007&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &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: 4TH MAY, 2017<o:p></o:p>

</div>COUNSEL:<o:p></o:p>ANTHONY
NAMOO FOR THE PLAINTIFF<o:p></o:p>ROBERT
TATER FOR THE 1ST AND 2ND DEFENDANTS<o:p></o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid windowtext 1.5pt;
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&nbsp;GERGE KPODO WITH EMMANUEL OTOO BOISON FOR THE
4TH DEFENDANT<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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HIS LORDSHIP JUSTICE JACOB B. BOON<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: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>The defunct Upper Regional Development Corporation,
popularly referred to as URDECO, held 30% shares in Upper Quarry Limited which
is the 1st defendant in this action. The 1st defendant is
described as:<o:p></o:p>“... a company
registered under the Laws of the Republic of Ghana whose authorised business
includes operating quarry and generally carrying on the business of quarry
masters and stone merchants which involved buying, selling, shaping, hewing,
carving, polishing, crushing, marketing or suing (sic) stone of all kinds, with
it (sic) principal place of business at Pwalugu near Bolgatanga in the Upper
East Region.”<o:p></o:p>The plaintiff, Mr. Jonathan Anaboro
Angme, asserts he is a businessman carrying on his business in the name of
Anaboro Enterprise which is into general construction of all kinds, general
merchants, supplying of sand and stones, import and export services with
Bolgatanga as its principal place of business. The second defendant is a firm
of Chartered Accountants and Management Consultants. It is the official
liquidator of the defunct URDECO, appointed by the Divestiture Implementation
Committee, referred to in this suit as the third defendant, though improperly
joined to the action.&nbsp; For obvious
reasons, the Attorney-General, the principal legal adviser to the Government,
is added to the suit as the fourth defendant.<o:p></o:p>The wrangling is over the 30% shares of
URDECO already referred to. The plaintiff asserts that when URDECO was placed
under official liquidation, its shares in 1st defendant company were
put up for sale by the 2nd defendant, and he made a bid, offering to
buy them at 50,000,000.00 old cedis.&nbsp; He
averred that, his offer won the tender and he duly paid for the shares for
which the necessary changes were effected and a share certificate issued in the
name of Anaboro Enterprise. According to him, he and another person were
appointed to represent the minority interests on the board of 1st
defendant company, but to his dismay, almost a year later, the 2nd
defendant, upon the instructions of the 3rd defendant, issued a
letter dated 27th April, 2005, addressed to the Secretary of 1st
defendant company, purporting to suspend the completion of the deed of transfer
in his favour. The letter is in evidence as exhibit “7”. It indicated that the
sale of the shares to Anaboro Enterprise was suspended primarily because the
Ministry of Finance was not satisfied with the rather low price at which they
were sold out. Nevertheless, it is the case of the plaintiff that it was too late
in the day for a reversal of the purchase of the shares because the issuance of
a share certificate with the seal of 1st defendant company had
validly concluded the transaction.&nbsp; In
paragraphs 20 to 25, plaintiff explained the thrust of his case as follows:<o:p></o:p>20:&nbsp;&nbsp; Plaintiff states that in most strange,
oppressive, discriminatory and in total disrespect of the accrued rights and
interest of plaintiff as a member and shareholder of 1st defendant
company, the representatives of the majority shareholder i.e. Lidra Ltd at its 112th
meeting of the Board held in Accra on the 20th July, 2006 resolved
and purported to cancel the share certificate of the plaintiff’s 30%
shareholding in 1st Defendant company with immediate effect<o:p></o:p>21:&nbsp;&nbsp; Plaintiff resisted such discriminatory
attempt at suspending its interest through a series of correspondence with 2nd
Defendant and copied to the 1st and 3rd Defendants<o:p></o:p>22:&nbsp; Plaintiff further states that the purported cancellation
of its share certificate was communicated to it per letter dated 3rd
August 2006 and signed by the Board Secretary of 1st Defendant.<o:p></o:p>23:&nbsp; Plaintiff states that in yet another illegal
oppressive and discriminatory conduct, plaintiff’s representatives on the Upper
Quarry Ltd Board were unceremoniously removed as Directors on the Board by 2nd
defendant and replaced by MR. D.D. DAWLA of the 2nd Defendant.<o:p></o:p>