EDEM AFFRAM AND NANA OBUOR NIMAKO vs. BERNARD YAW OWUSU-TWUMASI, OAK HOUSE COMPANY LTD AND OAK HOUSE GROUP LTD [2023]DLSC15005

EDEM AFFRAM AND NANA OBUOR NIMAKO vs. BERNARD YAW OWUSU-TWUMASI, OAK HOUSE COMPA... [2023]DLSC15005

Date	2023-02-15
Suit No.	CIVIL APPEAL NO. J4/47/2021
Citation No.	[2023]DLSC15005

YEBOAH CJ (PRESIDING)

PWAMANG JSC

OWUSU (MS.) JSC

AMADU JSC

PROF. MENSA-BONSU (MRS.) JSC

DR. KWEKU AINUSON ESQ. FOR THE PLAINTIFFS/RESPONDENTS/APPELLANTS.

NANA BOAKYE MENSAH BONSU ESQ. FOR THE DEFENDANTS/APPELLANTS/RESPONDENTS.

[2023]DLSC15005
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													<main id="main" class="content" style="min-height: 60rem" >EDEM AFFRAM AND NANA OBUOR NIMAKO<o:p></o:p>&nbsp;(PLAINTIFFS/RESPONDENTS/APPELLANTS)<o:p></o:p>vs.<o:p></o:p><a name="_heading=h.gjdgxs"></a>BERNARD YAW OWUSU-TWUMASI,
OAK HOUSE COMPANY LTD AND OAK HOUSE GROUP LTD&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<o:p></o:p>&nbsp;(DEFENDANTS/APPELLANTS/RESPONDENTS)<o:p></o:p>[SUPREME COURT, ACCRA]<o:p></o:p><div style="border-top: none; border-right: none; border-left: none; border-image: initial; border-bottom-width: 1.5pt; border-bottom-color: windowtext; padding: 0cm 0cm 1pt;">

CIVIL APPEAL NO. J4/47/2021&nbsp; &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: 15TH&nbsp;FEBRUARY 2023&nbsp; <o:p></o:p>

</div>COUNSEL <o:p></o:p>DR.
KWEKU AINUSON ESQ. FOR THE PLAINTIFFS/RESPONDENTS/APPELLANTS.<o:p></o:p><div style="border-top: none; border-right: none; border-left: none; border-image: initial; border-bottom-width: 1.5pt; border-bottom-color: windowtext; padding: 0cm 0cm 1pt;">

NANA BOAKYE MENSAH BONSU ESQ. FOR THE DEFENDANTS/APPELLANTS/RESPONDENTS.<o:p></o:p>

</div>CORAM&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <o:p></o:p>YEBOAH
CJ (PRESIDING), PWAMANG JSC, OWUSU (MS.) JSC, AMADU JSC, PROF. MENSA-BONSU
(MRS.) JSC<o:p></o:p><div style="border-top-width: 1.5pt; border-top-color: black; border-left: none; border-bottom-width: 1.5pt; border-bottom-color: black; border-right: none; padding: 1pt 0cm;">

<p class="MsoNormal" align="center" style="margin-bottom:0cm;margin-bottom:.0001pt;
text-align:center;line-height:normal;border:none;mso-border-top-alt:solid black 1.5pt;
mso-border-bottom-alt:solid black 1.5pt;padding:0cm;mso-padding-alt:1.0pt 0cm 1.0pt 0cm">JUDGMENT<o:p></o:p>

</div>&nbsp;MAJORITY DECISION<o:p></o:p>PROF. MENSA-BONSU
(MRS.) JSC:-<o:p></o:p>This is an appeal from a case which began because two friends decided
to go into commercial ventures together, relying merely on their friendship to
order their affairs, with unhappy results. It proves again the truth of the
adage:<o:p></o:p>The interests of Friendship are served but ill, <o:p></o:p>When pressed into competition with the Till.<o:p></o:p>In this judgment, the original designations of the parties are
maintained to avoid confusion as their roles in the case changed in the course
of its travel through the hierarchy of courts.<o:p></o:p>Facts and Background<o:p></o:p>The 1st plaintiff and 1st defendant were friends
who, at some point in time, were both based in the United Kingdom. They decided
to go into business together, and first established a company, Concord Security
Ltd. in UK which they managed together till 1st Defendant returned to Ghana,
whilst 1st Plaintiff remained in the UK.<o:p></o:p>&nbsp;While 1st plaintiff
was in the UK and 1st defendant was in Ghana, they formed another
Company, Oak House Company Ltd (the 2nd defendant in the instant case),
sometime in 2004. They invited two other persons to join them in the business.
The documentation leading to the incorporation were all signed with the consent
of the 1st Plaintiff and on his behalf by the 1st defendant. The 1st Plaintiff
held 43% of the shares; the 1st defendant had 25% shares; the 2nd
plaintiff also had 25% shares; and another person who subsequently resigned,
owned 7% shares. The 1st plaintiff says he paid for his share
through various sums of money he transferred to 1st defendant to capitalize 2nd
defendant Company, as well as funding the acquisition of equipment such as
cars, needed for the running of the company. The parties operated on the basis
of friendship, and all their communication was informal. Sometime later, 1st
plaintiff began to notice that 1st defendant seemed to be no longer
available to talk about the affairs of the Company. Eventually, he returned to
Ghana only to discover that 1st defendant had removed his name as a
Director and shareholder of 2nd defendant Company and changed the
structure of the shareholding. <o:p></o:p>1st plaintiff further contends that 1st defendant had incorporated 3rd
defendant company and transferred all of 2nd defendant’s shares to 3rd
defendant. <o:p></o:p>The 1st plaintiff also claimed that he remitted money to 1st
defendant to acquire land at East Legon for their joint benefit. 1st
defendant bought ten (10) plots at East Legon and also other plots in the
near-by community of Adjiringanor, but never gave him his share of five (5)
plots of land as agreed.<o:p></o:p>On his part, 2nd Plaintiff said he was a subscriber of 25% of the
shares for which he was fully paid up and that the 1st defendant
used his position as Managing Director and under threats from him, caused him
to resign by letter under his own hand, from the company. He also relinquished
his 25% shares, and received payment therefor. His plai</main>