DANIEL OFORI vs. ECOBANK GHANA LTD, SECURITIES AND EXCHANGE COMMISSION AND GHANA STOCK EXCHANGE [2018]DLSC4203

DANIEL OFORI vs. ECOBANK GHANA LTD, SECURITIES AND EXCHANGE COMMISSION AND GHANA... [2018]DLSC4203

Date	2018-07-25
Suit No.	CIVIL APPEAL NO. J4/11/2016
Citation No.	[2018]DLSC4203

DOTSE JSC (PRESIDING

YEBOAH JSC

BAFFOE-BONNIE JSC

APPAU JSC

PWAMANG JSC

THADDEUS SORY FOR THE PLAINTIFF/APPELLANT/APPELLANT.

ISAAC OFOSU-BOATENG FOR THE 1ST RESPONDENT/RESPONDENT/RESPONDENT.

NII OMAM BADU WITH HIM ALIDU MOHHAMMED AND PAUL MBA FOR THE 4TH

DEFENDANT/RESPONDENT /RESPONDENT.

YAW ESHUN FOR THE 5TH RESPONDENT/RESPONDENT/RESPONDENT.

[2018]DLSC4203
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													<main id="main" class="content" style="min-height: 60rem" >DANIEL
OFORI<o:p></o:p>vs.<o:p></o:p>ECOBANK
GHANA LTD, SECURITIES AND EXCHANGE COMMISSION AND GHANA STOCK EXCHANGE<o:p></o:p>&nbsp;[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. J4/11/2016&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &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: 25TH JULY, 2018<o:p></o:p>

</div>COUNSEL:&nbsp;&nbsp; <o:p></o:p>THADDEUS
SORY FOR THE PLAINTIFF/APPELLANT/APPELLANT.<o:p></o:p>ISAAC
OFOSU-BOATENG FOR THE 1ST RESPONDENT/RESPONDENT/RESPONDENT.<o:p></o:p>NII
OMAM BADU WITH HIM ALIDU MOHHAMMED AND PAUL MBA FOR THE 4TH
DEFENDANT/RESPONDENT /RESPONDENT.<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">

YAW
ESHUN FOR THE 5TH RESPONDENT/RESPONDENT/RESPONDENT.<o:p></o:p>

</div>CORAM: <o:p></o:p>DOTSE,
JSC (PRESIDING) YEBOAH, JSC BAFFOE-BONNIE, JSC APPAU, JSC AND PWAMANG, JSC<o:p></o:p><div style="mso-element:para-border-div;border-top:solid windowtext 1.5pt;
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<p class="MsoNormal" align="center" style="margin-bottom:0in;margin-bottom:.0001pt;
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mso-border-bottom-alt:solid windowtext 1.5pt;padding:0in;mso-padding-alt:1.0pt 0in 1.0pt 0in">JUDGMENT<o:p></o:p>

</div>PWAMANG, JSC:-<o:p></o:p>This case comes before us upon the invocation of
our appellate jurisdiction by the plaintiff/appellant/appellant who was
dissatisfied with the judgment of the Court of Appeal dated 6th June, 2013
which judgment went in favour of the defendants/respondents/respondents. The
case arose out of trading of company shares on the Ghana Stock Exchange. Unless
otherwise stated, we shall in this judgment refer to the parties by the
descriptions they had in the trial court.<o:p></o:p>FACTS<o:p></o:p>The essential facts of this case are quite straightforward.
Because the processes of the securities market with which we are concerned in
this case are time bound, we shall set out the facts in chronological order. In
May 2008, one William Oppong-Bio who was 2nd Defendant in the High
Court engaged Databank Brokerage Ltd (Databank), a licensed dealer at the Ghana
Stock Exchange (the Exchange), to act as his agent and buy for him 14, 130,000
shares in Cal Bank Ltd which are listed on the Exchange. Around the same time,
plaintiff offered his shares in Cal Bank Ltd to Databank to sell for him. From
the record, it appears that the movement of the shares at the time was in
anticipation of an impending General Meeting of shareholders of the bank. The
rules of the Exchange permit a single broker to represent the seller as well as
the buyer of the same securities traded at the Exchange so in this case Databank
represented both plaintiff as well as the 2nd defendant. Consequently, on 27th
May, 2008 Databank executed on the floor of the Exchange a trade in 14, 130,
000 shares of Cal Bank Ltd from plaintiff and two other shareholders to 2nd
defendant. Generally speaking, by the rules of the stock exchange, from the day
a trade is executed the brokers involved are required to undertake certain
stipulated activities daily up to the third day 11 am when the seller's broker
and the buyer's broker are expected to undertake the exchange of the securities
and the payment for the securities. This is done under the supervision of an officer
of the stock exchange but where a single broker represents seller and buyer,
then the broker effects the exchange and reports to the Exchange that the trade
has settled. Once a trade is settled it becomes irrevocable by the parties to
the trade, unless there is proof of fraud or misrepresentation.<o:p></o:p>In this case, the clearing and settlement of the
trade progressed from 27th May, 2008 and, apart from a request for further
particulars about the transaction which the broker supplied, there was no
problem. The broker got NTHC, who were the Registrars of Cal Bank Ltd, to
transfer the shares of the sellers to the name of the buyer in the register of
members they kept for Cal Bank. The 2nd defendant instructed his bank, the 1st
defendant, to effect payment for the shares that Databank had bought for him. On
the third day, Friday 30th May, 2008 at about 2.30pm, an official of Databank
went to 1st defendant with the plaintiff to hand over the payment for his
shares to him. At the bank, the money was made available to the plaintiff and
the bank inquired from him the manner he wanted them to disburse it. Upon the
instructions of plaintiff, two banker's drafts were made to Zenith Bank and
SG-SSB Bank for the benefit of plaintiff and one banker's draft was made to
SG-SSB Bank for the benefit of Databank. After the banker's drafts, the money
that remained was GHS 6,162,420.00 and plaintiff instructed 1st defendant to
invest it in a fixed deposit for him. 1st defendant gave him forms to fill for
the purpose of the fixed deposit. Plaintiff walked away with his banker's
drafts and handed the one to Zenith Bank to that bank and it proceeded to
credit his account with the face value of the draft that same day.<o:p></o:p>However, unknown to Databank, the plaintiff and
the 1st and 2nd defendants, that Friday, 30th May 2008 at about 1.00pm the Exchange
received a letter from the Bank of Ghana(BOG) requesting that particular trade
in 14,130,000 shares of Cal Bank shares to be put on hold while BOG carried out
some investigations concerning the transaction. The Exchange in turn wrote a
letter to Databank suspending the trade but the letter was &nbsp;received by Databank at about 5.00pm on the
Friday 30th May, 2008. This was after payment had been made to the plaintiff.
Databank upon receipt of the letter suspending the trade wrote back to the Exchange
that same day &nbsp;protesting against their
action and stating that they ought to have challenged BOG for it had no lawful
grounds to interfere with the trade.<o:p></o:p>