J. A. ANGME vs. UPPER QUARRY LTD, AT-ERNEST DAWLAH AND THE ATTORNEY GENERAL [2019]DLCA6342

Date	2019-03-29
Suit No.	SUIT NO. H3/8/2018
Citation No.	[2019]DLCA6342

OFOE J.A. (PRESIDING)

TORKORNOO (MRS) J. A.

AGBEVOR J.A.

MOHAMMED ALHASSAN FOR PLAINTIFF/APPELLANT

ROBERT TAFER FOR 1ST AND 2ND DEFENDANTS /RESPONDENTS

[2019]DLCA6342
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													<main id="main" class="content" style="min-height: 60rem" >J. A. ANGME<o:p></o:p>(PLAINTIFF/APPELLANT)<o:p></o:p>vs.<o:p></o:p>UPPER QUARRY LTD, AT-ERNEST DAWLAH AND THE ATTORNEY GENERAL<o:p></o:p>(DEFENDANTS/PLAINTIFFS)<o:p></o:p><o:p>&nbsp;</o:p>[COURT OF APPEAL, TAMALE]<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. H3/8/2018&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &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: 29TH
MARCH, 2019<o:p></o:p>

</div>COUNSEL: <o:p></o:p>MOHAMMED
ALHASSAN FOR PLAINTIFF/APPELLANT<o:p></o:p><div style="mso-element:para-border-div;border:none;border-bottom:solid windowtext 1.5pt;
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ROBERT
TAFER FOR 1ST AND 2ND DEFENDANTS /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;
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OFOE,
J.A. (PRESIDING), TORKORNOO (MRS), J. A. AND AGBEVOR, 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>TORKORNOO (MRS), J.A.<o:p></o:p>This is an appeal from a decision of
the High Court sitting in Bolgatanga. As at 2004, when the transaction that led
to the complaint of the Plaintiff/Appellant (hereinafter referred to as Appellant)
was started, the Appellant operated in three different capacities in three of
the businesses involved in the dispute. <o:p></o:p><o:p>&nbsp;</o:p>He worked as the Managing Director
of an entity called Upper Regional Development Company (URDECO). URDECO owned
30% of the shares in the 1st Respondent Company. By reason of the Appellant’s
position as Managing Director of URDECO, he was the representative of URDECO
and Chairman of the board of directors of the 1st Respondent Company.
He was also the proprietor behind a business name registered as Anaboro
Enterprise which took steps to buy the shares of URDECO in the 1st Respondent.
<o:p></o:p><o:p>&nbsp;</o:p>URDECO was put up for liquidation
under the direction of the Divestiture Implementation Committee. The appointed
liquidator was the 2nd Defendant/Respondent. The 3rd Respondent
(originally 4th Defendant) is the Attorney General, the person
required by Article 88 of the 1992 Constitution to prosecute, sue and defend
actions against the Government of Ghana. <o:p></o:p><o:p>&nbsp;</o:p>Though originally sued as 3rd
Defendant, the name of Divestiture Implementation Committee was struck out of
the proceedings at the time of judgment. The court recognized its lack of legal
personality, previously pronounced on by the Supreme Court in Ampratwum Manufacturing Co Ltd v
Divestiture Implementation Committee, 2009 SC GLR 692, and the fact that
the suit against the Attorney General sufficed for the resolution of the rights
and liabilities in dispute. <o:p></o:p><o:p>&nbsp;</o:p>Plaintiff/Appellant’s
Case<o:p></o:p>The case of the Appellant was that
when URDECO was placed under official liquidation, its’ 30% shares in 1st
Respondent were put up for sale by the 2nd Respondent. As proprietor
of Anaboro Enterprise, he bid 50 million cedis for the shares on 30th
January 2002. That offer was accepted by the 2nd Respondent in his
capacity as official liquidator of URDECO on 22nd April 2004 in a
letter informing Appellant that his bid won the tender. It was Appellant’s case
that this was an arm’s length transaction made in response to a public
invitation for the purchase of the shares. <o:p></o:p><o:p>&nbsp;</o:p>It was also his case that the 2nd
Respondent accepted his bid on 8th May 2004. Appellant then paid the
full offer amount of 50 million cedis by payment order for the shares, which payment
was sent to the 2nd Respondent and copied to the Acting Executive
Secretary of DIC. According to the Statement of claim, in a letter dated 11th
June 2004, the 2nd Respondent authorized the Secretary of 1st
Respondent to transfer the said shares to Appellant. The Appellant, as the
proprietor behind Anabaro Enterprise was instructed by that letter to contact
the Secretary of 1st Respondent to ensure that the transfer was
effected. <o:p></o:p><o:p>&nbsp;</o:p>