COMPANY LAW II CASE BRIEFS
CASE FACTS
Shaw v. Shaw Peter, John & Percy Shaw had a company together. An argument
ensued over owing the Co. money. Peter & John resigned as
directors, appointed independent directors and gave them control
over the company's financial affairs. Later the directors required
John & Peter to pay money to the Co. They refused. The directors
brought an action against them. Just before the hearing, an EGM was
called. Peter & John, as majority shareholders, procured a resolution
to discontinue the litigation. The Co, and Percy, contended the
resolution was ineffective.
Okudjeto v. Irani Bros. Sidul Ltd, a Co. incorporated in Lebanon and one Ashkar held about
41% share in Irani Bros. They were represented in Ghana by the
applicant as a director. A notebook was discovered on the premises
of Irani Bros depicted that the figures in the notebook differed from
the official production records of the Co. and no satisfactory answer
was given for the discrepancies. The applicant therefore
commenced an action against Irani Bros and three of its directors.
They alleged illegal removal of the applicant as a director at an EGM
of the shareholders and an attempt to prevent Sidul Ltd. from being
represented on the board of directors contrary to S. 218 and 220 of
Act 179. They prayed the court to order an investigation into the
productions of Irani Bros., including the oppressive removal of the
applicant as director. The respondents in turn complained of
malpractices on the part of the applicants including over-invoicing
of machinery purchased from abroad, under-declaring of proceeds
from sales abroad and diverting of flour from the mill for sale on
their own account. They prayed the court to order the purchase of
the applicants shares at a valuation since their actions were in
disregard of the interest of the Company.
Bousiako v. Cocoa Mkt The plaintiffs, in two separate agreements, contracted to carry out a
Board number of road and building construction projects for the
defendants, Cocoa Mkt. Board (C.M.B). A clause in the agreements
provided that C.M.B will make fluctuation or ex-gratia payments to
the plaintiff when there is a rise in minimum wages and
construction materials during the course of the projects. Following
increases the plaintiffs wrote to the CMB to demand such payment.
Dr. Erbyn a member of the CMB's three-man (IMC) who was also
the chairman of its Central Tender Board (CTB) wrote a letter on
PRINCIPLE/RULE/REASONING
If powers of management are vested in the directors, they and they
alone can exercise these powers.
The only way in which the general body of the shareholders can
control the exercise of the powers vested by the articles in the
directors is by altering their articles, or, if opportunity arises under the
articles, by refusing to re-elect the directors of whose actions they
disapprove.
Shareholders could not circumvent the company's constitution and
order the directors to discontinue litigation.
Held, Dismissing the application
Where it was alleged that an employee of a Co. was conducting
himself in relation to any assets of a Co. in such a manner as to give
rise to a reasonable suspicion that a crime was committed or was
about to be committed, the proper forum for the investigation was
the police and not the courts.
S. 185 vested in the GM of the shareholders the absolute right of
determining who should manage the affairs of the Co. despite any
agreement to the contrary. Since there was no evidence that the
removal of the applicant was oppressive or discriminatory, the
removal was valid.
The court has the power under S. 218 of Act 179 to order the
purchase of shares of a member whose actions are in disregard of
the interest of the Company and other members.
The evidence required to sustain an application under section 220
(2) (a) of Act 179 was legal evidence and not mere rumour or
suspicion, however, strong. Mere hearsay will not do
Upholding the claims of the Plaintiifs:
The effect of S. 139 and 140 of Act 179 is to protect 3 rd parties
against the unfair operation of the ultra vires doctrine.  In the
instant case, Erbyn, as the chairman of the CTB and also a member
of the IMC, had the fullest authority to announce the awards. His act
would fully be the act of the CMB.  Therefore the question of
absence of authority in E to write the letter of award did not arise. 
 behalf of the CMB and copied to the chairman and the other A director is known by the functions he performs and not by his
member of the IMC  and addressed to the plaintiffs advising them name.
that their accounts had been credited. However, another letter
signed by the Chairman of the IMC and delivered to the plaintiffs
suspended any such payment. The plaintiffs then initiated an action
for the payment of the ex-gratia payments. The defendants however
argued that there was no CEO nor was Dr. Erbyn authorized by CMB
to vouch for the payment of the ex-gratia hence his actions were
ultra vires.
Kwapong v. Cocoa Mkt. The appellants, senior members, constituted the IMC of the first A director is not essentially known by his name but by the functions
Board defendant company. Adverse findings were made against them by he performs by virtue of position he occupies. It is immaterial the
an Archer’s Committee of Enquiry for which the gov’t accepted the kind of name he is called so far as he performs the functions of a
recommendations of the Committee and asked the defendants to director, he is deemed to be a director.
proceed on a compulsory retirement. The plaintiffs contended that
the gov’t directive was not to dismiss them but be redeployed on
the formation of the Cocoa Council. The defendant however
submitted that the plaintiffs were retired without prejudice to their
redeployment because the CMB was to be re-organised. And that all
the plaintiffs had subsequent to their retirement collected their full
entitlements.
Promexport Int. v. First The plaintiffs sued for recovery of possession of premises occupied The description of a person as managing director of a company did
Ghana Building Society by the defendants.  The plaintiffs claimed that they purchased the not ipso facto make him an agent for and on behalf of the
premises from Kuottam Ent. Ltd, the original owners but the Company. 
defendants who were in occupation as tenants of the original
owners remained without acknowledging the title of the plaintiffs
and had refused to pay rent. The defendants in their arguments
relied on an agreement between one Okudjeto, described as
managing director of the defendant Co, and Kuottam Enterprises
Ltd, the original owners. The trial Court held that the defence as it
stood did not disclose any reasonable answer to the plaintiffs' claim
and therefore struck it out and entered judgment for the plaintiffs. 
In the instant appeal by the defendants from the decision of the trial
judge.
Regal (Hastings) Ltd v Several directors and their solicitor invested their own money into Directors yes, solicitor no.
Gulliver a cinema which was to be taken over in order to prevent the cinema As agents of the Co. the directors were liable for breaching their
becoming insolvent. Following the takeover, the directors and the fiduciary duties.
solicitor made significant personal profit, as did the cinema itself as
a result of the investment. Were the directors and the solicitor
liable to the new Co. for their personal profit?
Aberdeen v. Blackie The plaintiff contracted for their supply of iron chairs over an 18- The Directors are a body to whom is delegated the duty of
month period with Blackie Bros a partnership. Thomas Blackie was managing the general affairs of the Company. A corporate body can
the managing partner of Blackie Bros and a director and the only act by agents, and it is of course the duty of those agents so to
chairman of the Aberdeen Railway Company. The contract was act as best to promote the interests of the corporation whose affairs
partly performed but, having taken delivery of about two-thirds of they are conducting.
the iron chairs, the Aberdeen Railway Company refused to accept
 any more. The defendant sought to enforce the contract or for
damages for breach.

Automatic Self-Cleansing There were 2700 shares and the plaintiff owned 1202 of them. The Held –
Filter Syndicate v. company was in the business of purifying and storing liquids. He Directors were not agents of the shareholders and so were not
Cuninghame wanted the company to sell it assets to another company. At a bound to implement shareholder resolutions, where special rules
meeting he got 1502 of the shares to vote in favour of such a already provided for a different procedure.
resolution, with his friends. The directors were opposed to it. They
declined. So he brought an action in the name of the company,
against the company directors, including Cuninghame. The
constitution stated that only a three quarter majority could remove
the directors. It said the general power of management was vested
in the directors subject to such regulations as might from time to
time be made by extraordinary resolution. They were also explicitly
allowed to sell the company property. It did not say anything about
issuing directions to the directors.
Dikyi & Ors v. Ameen The defendant-company on behalf of one of it’s directors and Held – for the plaintiffs (setting the lease aside)
Sangaari shareholders, Saied Ekow, whose mother was a royal of the Nsona
family acquired from the then occupant of the family stool, Tandoh By the provisions of section 203 of Act 179 a director of a company
IV, a 99-year lease of 575 acres of land for the cultivation of a palm stands in a fiduciary relationship with the company and he must
plantation. The consideration for the lease was ¢500 plus one sheep observe the utmost good faith in his dealing with the company or
and a bottle of schnapps per annum. The lease did not contain any on its behalf. 
clause for a periodic review of the consideration.  Upon the death of
Tandoh IV, Ekow was appointed to the family stool.  Subsequently And under the provisions of section 206 of Act 179, a director of a
the family sought to renegotiate the terms of the lease on the company shall not, without the company’s consent, place himself in
ground that the annual consideration for lease was too low but the a situation where his duty to the company conflicts with or may
company refused. They then brought an action for the lease to be conflict with his personal interest or his duties to other persons.
set aside on the ground that the terms were unconscionable.  At the
trial, the family led evidence to show that at the time of negotiation
Ekow was the heir apparent to the family stool therefore acted in
bad faith by failing to declare his interest during negotiations.
Dolphyne v. Speedline The plaintiff claimed that in a pre-incorporation agreement The Courts Act, 1971 (Act 372) states that the circuit courts have
Stevedooring Co. between him and 1st defendant Co. the 2 nd defendant would make jurisdiction in matters concerned with Act 179. Indeed, section 2 of
him a director of the Co. when the company is registered. However, Schedule 1 of Act 179 defined "a court" within the context of Act 179
when the 2nd defendant registered the 1st Def. Co. he did not include to be the High Court. And since the appellant had not demonstrated
the plaintiff’s name as a director as agreed. The Plaintiff then that there was some other law which specifically conferred
brought an action before the circuit court against the company and jurisdiction on the circuit court, it would have no jurisdiction to
the 2nd defendant for fraud, an order for specific performance of that entertain the matter.
agreement and a declaration that he was a director of the 1 st Def. Co. Appeal allowed.
The trial court found that the 2 nd defendant had perpetuated fraud
on the plaintiff by not making him a director contrary to their
agreement and awarded damages for the fraud, and ordered
specific performance of the agreement and also granted that the
plaintiff was a director of the company. On appeal, the Court of
 Appeal allowed the appeal on grounds that the circuit court had no
jurisdiction under the Companies Code, 1963 (Act 179). The
plaintiff appealed to the SC for an order to make him a member and
a director of the company.
Re Kaytech International De Facto Director -
Plc
Commodore v. Fruit The facts were that a non-shareholder of a company who had not
Supply Ltd. been appointed a director of the company had functioned together
with the Managing Director of a company, and had had his name
allowed to be printed on the company’s letter head as director, and
transacted business on behalf of the company.
Qaurcoopome v. Sanyo Director must consent in writing –
Electricals The plaintiff alleged that he had been appointed a director of a
company by oral contract.
Re Hydrodan (Corby) Shadow Director - ET plc wholly owned MCP Ltd which wholly
owned Landsaver MCP Limited, which wholly owned Hydrodam
(Corby) Ltd (‘HCL’). The only de jure directors of HCL were two
Channel Island companies. HCL went into compulsory liquidation
and its liquidator brought claims for wrongful trading against 14
defendants, including ET, one of its subsidiaries and all its directors.
Two of those directors were Mr Thomas and Dr Hardwick, who
applied for the proceedings against them to be struck out.
Dorchester Finance Co Executive Director - It was a case of three directors of a finance
Ltd v Stebbing company which only one was appointed full time. This company
made business by money lending to customers but were not
allowed to lend money to persons with whom the director was
connected with and the policy fell under moneylenders Acts. No
A matter of regular practice that must refer to acts not on one
individual occasion but over a period of time and as a regular cause
of conduct.
Held, allowing the appeal:
Even though the non-shareholder had not been appointed a
director of the company, on the facts, he had been held out as a
director of the company and the company thereby estopped from
denying that he was a director of the company.
A director of a company, by reason of his fiduciary position, was
precluded from entering into a binding transaction on behalf of the
company in which he himself had a personal interest which
conflicted or might conflict with the interests of the company
because he had a fiduciary duty to protect the interests of the
company.  Such a director was not entitled to keep the benefit or
profits of such transaction unless otherwise provided for in the
regulations of the company.
The question whether the plaintiff was appointed a director of the
company was a positive fact capable of director proof, by simply
producing evidence of the existence of a resolution
passed to that effect, and evidence of his prior written consent to be
so appointed. Any person who so acted as a director without
following these statutory requirements ended up being considered
a de facto director.
Directors may be of three kinds: ‘de jure directors, that is to say
those who have been validly appointed to the office; de facto
directors, that is to say, directors who assume to act as directors
without having been appointed validly or at all; and shadow
directors are persons whose directions or instructions the directors
of the company are accustomed to act.
Attendance at board meetings and voting, with others, may in certain
limited circumstances expose a director to personal liability to the
company of which he is a director or its creditors. But it does not,
without more, constitute him a director of any company of which his
company is a director
Directors are liable if they negligently conduct themselves directly
or indirectly in managing the affairs of the company.
There is no need to be a director to be an exe director.
Act in the best interest of the company
 payment was able to be recovered by the company. The company
then sued all three directors for negligence even though the other
two were not involved.
Quality Grain Case Shadow Director – Here the court explained who a shadow
director is.
Adams v. Tandoh A director was removed without following the provisions in section
185. In both the HC and CA it was decided that the Common Law
and Equity rules would apply. This was a direct application of
section 216 and not section 185.
R v. HC Exparte Ploetner Ploetner owned a company in Germany. He similarly registered a
Construction Company in Ghana. However, it was revealed during
trial that Ploetner had been adjudged bankrupt in Germany and was
therefore unfit to hold a position of director of the Company
registered in Ghana per section 182 of Act 179.
Harold Holdsworth v. Mr Holdsworth became the managing director of the textile
Caddies company after a buyout. But then the parent became dissatisfied
and purported to move his duties to a subsidiary. He sued for
breach of contract.
Bying v. London Life The venue selected for a meeting of the members of a company was
Assurance too small to accommodate all the members who attended, and so
the chairman adjourned the meeting to an alternative venue.
West Africa Express v. The general manager acting for the time being as the managing
Craig director had authority to enter into the agreement. As a pro tem
acting managing director he had a general authority to act in the
best interest of the company to prevent part of the company’s
business from being closed down.
Politis v. Plastico Politis & Michaelidis incorporated a Co. as sole shareholders. The
shares were about 5000 of which Politis was allotted about 2850
and the rest 2150 to Michaelidis. Politis died. Michaelides, the
surviving shareholder director, purporting to hold a meeting of the
Co. with the secretary appointed Kuma as a director of the Co. and
allocated to him one of his shares.  No notices were issued for the
meeting and there was no quorum at the meeting as required by the
Coy's regulations.  Further Michaelides unilaterally increased the
It was said by Justice Afreh that Prof. Mills often intervened in and
even ran the affairs of the Quality Grain Company. He was in effect,
what in Company law is called a “Shadow Director”.
The said director is therefore estopped from denying liability.
The rules of Common Law were not in conflict with section 185.
There was no obligation to comply with section 185 before a
Director was dismissed. Thirdly he held that sections 185 and 216
are options, either of which could be used depending on the
circumstances.
He also held that it would be prejudicial to insist that the company
should keep the director.
This case is authority for the proposition that if one is adjudged
bankrupt by a court in another country, it will be recognised by the
Ghanaian courts.
The position of managing director did not have some special
company law meaning unless the regulations say so. So the
appointment clause was broad enough that if he remained any old
director, there was no breach of agreement.
The decision by the chairman was set aside on the ground that,
although acting good faith, he had failed to take into account
relevant factors in the exercise of a discretion as chairman.
An Executive director’s contract of employment must reconcile with
his position as a director. The general position is that his removal
from one of the positions does not affect his other position.
However, for an MD, the termination of his position as a Director
automatically affects his position as an MD because a pre requisite
of being an MD is that you are already a Director.
Held:
1. The meeting of the sole surviving director was void since the
regulations required two directors to form a quorum hence, any
business transaction made at the meeting was void.
2. Although section 181(5) gave a sole surviving director the
power to appoint another director, the person to whom the
appointment is made must accept in writing of his appointment
and since Kuma failed to do so, his appointment is was invalid.
3. Since there was no director to concur or object to the transfer of
 company's shares and had his own holding increased from 2,150 to shares, the sole director could not offer or transfer the shares to
5,999.  He also allotted 741 shares to Kuma.  The applicants, Kuma.
administrators of the estate of Politis sought a declaration that the
appointment of Kuma and the transfer of shares to him was void.
Barclays Bank v. The def-Co, sought a loan from the bank. One of its officers
Perseverance Transport produced to the bank a document which purports to be a resolution
Services of its directors at a meeting, with the seal of the Co. affixed to it.
Relying on this document the bank advanced the loan to the Co. As
security, the Co. executed in favour of the bank an equitable charge
over certain of its properties. The Co. and the bank agreed that IDC
pays the outstanding debt in exchange for a transfer to I.D.C. of the
security in the hands of the bank. However, I.D.C. refused to make
the payment and the bank sued to have the mortgage enforced. The
def-Co. contented that the borrowing was ultra vires the Co.
because there is no evidence that it was sanctioned by a general
meeting of the shareholders.
Cudjoe v. Conte The respondents were a limited liability company, the founder and Directors of a company are in a fiduciary position and all the
managing director of which was Conte who was also the sole powers entrusted to them are only exercisable in that fiduciary
proprietor and principal shareholder of the Ghana Terrazzo capacity. Further, where the directors make any profit as the result
of their fiduciary position, they have to account to the company for
Company. On the dissolution of the latter company all its liabilities
it.
and assets, among which was an Albion tipper lorry, were
transferred to the respondent company. Conte appointed the Although an innocent third party may benefit from the disposal of
appellant a director of the respondent company. The directors later property belonging to a company by a director who might not have
appointed him managing director. As a director of the respondent been properly appointed, in the instant case the appellant as a
company the appellant had access to, and control of, all properties director could not acquire that benefit.
belonging to that company. Sometime later the appellant removed
the said lorry. He refused to comply with the request of the other
directors of the company to return it to the company on the ground
that Conte, by a letter to the principal licensing officer had
transferred ownership in the vehicle to him as part payment of
certain sums owed by Conte to him. In an action by the respondent
company for the return of the vehicle and damages for its unlawful
removal.
PS Investment v. Central The Plaintiff, a shareholder of the 1 st defendant Co. brought brought The court held the plaintiff are entitled to bring the action as the
Reg. Dev’t Corp. an action against the 1st defendant Co. and it directors who purported transfer of the shares to UNILIVER was a violation of
purported to transfer their 50% share in TOPP to the 2 nd defendant, their personal rights as members of TOPP and not mere
irregularity. Edwards v. Halliwell
UNILEVER GH Ltd in breach of regulation 32 of the Company’s
Also, as held in Luguterah v. Northern Engineering, the regulations
regulations which required that if a member seeks to transfer his of a company is a contract inter se between the members, and also
shares, he must first offer it to a co-shareholder. The plaintiff relied between the members and the company. A breach of which cannot
on the exception of Foss v. Harbottle which allowed a minority be regularized by the regulations of the company.
 members to institute an action where their personal rights were
being violated. The defendants also relied on the same principle
arguing the plaintiff lacked capacity to bring the action against the
company.
Re Smith v. Fawcett Article 10 of the Co. Constitution said that directors could refuse to
register share transfers. Mr. Fawcett, one of the two directors and
shareholders had died. Mr. Smith Co-opted to another director and
refused to register a transfer of shares to the late Mr. Fawcett’s
executors. Half the shares were bought and the other half offered to
the executors.
JJ Harrison v. Harrison Duty to act in utmost Good faith
- A director had bought land belonging to the company, without
disclosing its development potential.
Howard Smith v Ampol The directors allotted shares to a company which had made a
Petroleum Ltd takeover bid. The directors argued that the allotment was made to
obtain capital for the company.
Associated Provincial The applicant challenged the manner of decision making as to the
Picture Houses v. conditions which had been attached to its licence to open the
Wednesbury Corp. cinema on Sundays. It had not been allowed to admit children under
15 years of age. The statute provided no appeal procedure, and the
applicant sought a declaration that the conditions were ineffective.
Hogg v. Crampton Mr Baxter made a bid to take over the company. The directors,
including Cramphorn who was managing director and chairman,
believed that the takeover would be bad for the Co. So they issued
5707 shares with ten votes each to the trustees of the employee’s
welfare scheme (Cramphorn, an employee and the auditor). This
meant they could outvote Baxter's bid for majority control. A
shareholder, Mr Hogg, sued, alleging the issue of the shares was
ultra vires. Cramphorn argued that the directors' actions were all in
good faith. It was feared that Mr Baxter would sack many of the
workers.
Scottish Co-operative The Co-operative Society had formed a 51 per cent-owned
Wholesale Society Ltd v manufacturing subsidiary. The other shares were owned by two
Meyer outside directors. When these directors declined to sell their shares
to the society it began switching its business to a new department
within its own organisation. The subsidiary’s business declined and
its shares fell heavily in value. On petition by the 2 directors the
Another fiduciary duty of the director is duty to exercise
independent judgement. A director of the company must exercise
independent judgement (within the limits of his authority as
conferred by the company’s constitution. The exercise of this
discretion must be for the success of the Co.
Duty to act in utmost Good faith
Act in the best interest of the Company
Duty not to exceed the powers of the company
He had acquired the property as a constructive trustee for the
company, and was accordingly accountable for it.
The power to issue shares may be exercised for reasons other than
raising capital provided those reasons relate to a purpose benefiting the
Co. as a whole. However, on the facts, the directors had improperly
exercised their powers, as the share issue was to reduce the majority
holding of two other shareholders who made a rival bid.
The discretion might be exercised in different ways according to
honestly and reasonably held opinion. It was not the court’s job to
substitute its own opinion for that of the local authority.
The new shares issued by the directors are invalid. The directors
violated their duties as directors by issuing shares for the purpose
of preventing the takeover. The power to issue shares creates a
fiduciary duty and must only be exercised in order to raise capital
and not for any other purposes such as to prevent a takeover.
The House of Lords rejected the Co-operative’s appeal and
evaluated the shares of the company prior to the oppressive
conduct of the Co-operative so the directors do not lose on their
investment.
Duty to avoid conflict of interest
 court had ordered the society to buy the directors’ shares at ‘what
would have been the value of the shares had it not been for the
oppressive conduct. The Co-operative appealed.
Regal v. Gulliver Several Directors and their Solictor each invested their own money Directors yes, solicitor no.
into a cinema which was to be taken over, in order to prevent the As agents of the business, the directors were liable for breaching
cinema becoming insolvent. Following the takeover, the directors their fiduciary duties without consent.
and the solicitor made significant personal profit, as did the cinema
itself as a result of the investment. The question was were the
directors and the solicitor liable to the new parent company for
their personal profits?
Bhular v. Bhular Bhullar Bros Ltd was owned by families of two brothers each with a The Court held that there was a clear breach of the rule that
50% share. The directors were Mr Mohan Bhullar, his son Tim, Mr
directors must avoid a conflict of interest.
Sohan Bhullar and his sons Inderjit and Jatinderjit. The company
owned an investment property called Springbank Works, which was Duty to avoid conflict of interest
leased to Superbowl Ltd. In 1998 the families began to fall out and
agreed not to buy any investment property. Negotiations began to
split up the company, but they were unsuccessful. In 1999, Inderjit
set up a company called Silvercrest Ltd (owned by him and
Jatinderjit) and bought a property next to Superbowl, but did not
tell Bhullar Bros Ltd. Mohan and Tim found out and brought an
action against Inderjit and Jatinderjit for breached their fiduciary
duty of loyalty to the company.
Industrial Dev’t v. Cooley Mr Cooley was an architect employed as managing director of Mr. Cooley was held accountable for the benefits he received. He
Industrial Development Consultants Ltd., part of IDC Group Ltd. The was under a fiduciary duty. He had ‘one capacity and one capacity
Company received an offer for the design of a gas project. Mr. only in which he was carrying on business at that time. That
Cooley was told that the gas board did not want to contract with a
capacity was as managing director of the plaintiffs.’ All information
firm, but directly with him. Mr. Cooley then told the board of IDC
Group that he was unwell and asked for an early resignation. The which came to him should have been passed on.
IDC board acquiesced and accepted his resignation. He then
undertook the design work for the gas board on his own account.
IDC found out and sued him for breach of his duty of loyalty.
Simtel Comm. v. Rebak
Asafu-Adjaye v. Duty to avoid conflict of interest
Agyekum
Rolled Steel Products v. The plaintiff guaranteed borrowing per the regulations of the Co. Directors of a Co. have ostensible authority to bind the Co. in any
British Steel Corp but used it for improper purposes and not in the interest of the Co. transaction if their acts falls within the powers expressly or
The issue was whether the receiver could invalidate the impliedly conferred on it by the regulations of the Co. unless there is
transactions against the defendants who had been party to the
a notice to the contrary.
proposals and had full knowledge that the purpose of the loan was
improper. A person who had notice that a director is exercising his ostensible
authority for an improper conduct cannot rely on the ostensible
authority to bind the Co.
AG v. Reid The defendant was made and a prosecutor. He used his role to take As a public official, the defendant was in a fiduciary position and by
bribes which he used to acquire property. The Board considered the taking the bribes he had breached that duty.
power to recover property owned by a public official found to have Any property acquired through the bribes is recoverable by the
 taken bribes.  state.
Foss v. Harbottle Two shareholders of an English company sued the directors of the
company. They claimed these directors had fraudulently profited
and colluded with others to profit at the company’s expense. They
also alleged that the directors had raised money in an unauthorised
manner, contrary to the company’s regulations. It was argued by the
directors that the plaintiffs lacked capacity to institute the action
because the injury complained of was an injury to the company at
large and not an injury to the plaintiffs.
Adehyeman Gardens v. The plaintiff brought an action against the appellants inter alia for
Assibey the following reliefs: that he is a paid up shareholder of the
company and holds 20percent of the total shares of the company, a
declaration that the demand by the defendants that the plaintiff pay
a further sum for his shares is totally illegal and has no justification,
that the defendant’s threat to exclude or expel him from the
company on the grounds of non payment of his shares is illegal.
Adams v. Tandoh A director was removed without following the provisions in section
185.
Pinamang v. Abrokwah The appellant was the majority shareholder and managing director
of the company. The respondents in their capacities as
shareholders, claimed that the appellant was conducting the affairs
of the company in a manner oppressive and in disregard of their
interests, and by an action pursuant to section 218 of Act 179
sought that the appellant be made to pay all moneys found due from
him to the company after proper account had been taken of the
affairs of the company. Further, they sought that the appellant
should be removed from the board of directors of the company. On
an appeal from the decision of the High Court to uphold the
application of the respondents, Removal of Directors
Panorama Dev’t v. A company secretary caused the company to receive a large bill for
Fidellis Furnishing the use of a car for business purposes. The issue was did the
secretary have the required authority to enter into the transaction
involving the car?
Luguterah v. Northern The applicant, a director of the defendant Co. sought an injunction
Engineering Ltd against other directors who were to proceed on a meeting to adopt
a resolution removing the applicant as director. The Co. was served
but the directors went ahead and made the resolution.
State v. Andoh
Caparo Industries v. Caparo, a small investor purchased shares in a company, relying on
Dickman the accounts prepared by Dickman. Caparo lost mony due to the
An individual shareholder cannot sue for wrongs done to a
company or complain of any internal irregularities.
‘The proper plaintiff in an action in respect of a wrong alleged to be done
to a corporation is, prima facie, the corporation.’ 
The issue of share certificates is not a precondition to membership
of a company.
This case establishes that if you a director, unless you are also a
member, you cannot bring an action under section 218.
Section 185 of Act 179 specifically provided for the procedure and
mode for the removal of the director of a limited liability company.
The High therefore had no jurisdiction in this cause.
The rule in Foss v. Harbottle must be observed by the trial court and it
must not inquire into matters of internal management or, at the instance
of a shareholder, interfere with transactions which though prima facie
irregular and detrimental to the company, are capable of being rectified
by an ordinary resolution of the company in a general meeting.
The secretary had apparent authority to bind the company in the
transaction involving the car, and that he may sign contracts on
behalf of the company.
The company was therefore estopped from denying liability.
Having received the injunction notice, the directors were in contempt of
court and the resolution adopted and any other business conducted at
the meeting void. It is now a settled principle of the common law, and
there is no need for an authority to support it, that no one is entitled to
benefit legally from his own wrongdoing.
A person entitled to attend a meeting of a company can appoint another
person in his stead – a proxy and cloth him will the necessary powers.
The Caparo Test – foreseeability, proximity and fair, just and
reasonable’ was failed due to a lack of proximity.
 accounts being negligently prepared. The issue was whether
Dickman could be liable to Caparo for their negligent preparation of
relied upon accounts; given there was no contractual relationship
between the two parties? No liability under a test of duty, “the
Caparo test”, claim failed.
Lloyd Chayham v. In this case the decision to invest was largely influenced by the
Littlejohn audited accounts of the company which was audited by the
defendant. The defendant knew that the accounts will be relied on
by the plaintiffs in their assessment of the company. The company
wound up shortly after the plaintiffs had invested in the company.
The plaintiffs sued the defendant for breach of duty.
Candler v. Crane Accountants negligently prepared a report for a company. The
Christmass company showed that report to a third party, who subsequently
invested and lost money. The issue was could the accountants be
liable for the negligent preparation to the third party for their loss?
No liability
Heldley Byrne v. Heller The claimants wanted reassurance that they could provide credit to
& Partners another company (Eazipower), the financial stability was reassured
by Eazipower’s bank, the defendants. Soon after giving credit, the
Eaazipower defaulted and the claimants were liable for Eazipower’s
debts. The question was could the claimants recover for the
negligent preparation of Eazipower’s accounts by the defendants?
Could a duty be owed in ‘negligent misstatement or
misrepresentation? There was a duty, but no liability on the facts.
Ethelburga Ltd v. The plaintiff-Co. claimed that they are owners of 2,000 shares held
Lutterodt by the defendant in the Coconut Palm Ltd. in trust for them. They
alleged that the defendant, a non-shareholder director in the
plaintiff-Co, suggested to them that the Coconut Palm, established
and managed from the date of its incorporation with their funds,
would do better if it appeared to be Ghanaian owned. They
therefore made the defendant chairman and nominee shareholder
of 2,000 shares, with other 3 minor shareholders also nominees of
the plaintiff-Co. The plaintiff-Co. paid for all the shares by a cheque
drawn in favour of the Coconut Palm Ltd. The defendant's case was
that he held the shares in his own right as beneficial owner and that
the value of the shares, was a loan given by the plaintiff-Co. to him
which could not create a resulting trust in their favour.
Okudjeto v. Iran Bros. #1 Sidul Ltd, a Co. incorporated in Lebanon and one Ashkar held about
41% share in Irani Bros. They were represented in Ghana by the
applicant as a director. A notebook was discovered on the premises
of Irani Bros depicted that the figures in the notebook differed from
the official production records of the Co. and no satisfactory answer
In claims for economic loss, there must be a common purpose, a
proximate relationship, known communication with expected
reliance and actual reliance. There was no proximity as the
defendants knew nothing about Caparo.
“While the auditing standards are not conclusive so that a departure
from their terms necessarily involves a breach of duty of care and they
are not rigid rule, they are strong evidence as to what is the proper
standard which should be adopted and unless there is some justification,
a departure from this would be regarded as constituting a breach of
duty”.
The accountants could not be held liable as there was no contract
between the parties so no duty arose. No contract no duty.
A duty of care arose even though there was no contract between
Eazipower’s Bank and the claimants (no Fiduciary duty). However,
there existed a special relationship between them which created a
duty of care.
The bank was not held liable because it had attached a disclaimer
to the financial statement.
A person acquiring shares must pay either in cash or in kind in his
own name and accord. Since the cheque for the payment for the
2000 shares was drawn in the name of Coconut Palm Ltd, it rather
constituted a contract between the two companies so the defendant
has no claim. Besides, the money was not a loan.
The principle of resulting trusts has no application where there is a
fiduciary relationship, as exists between a director and his company; and
only in special circumstances can a director, as director, be given a loan
by the company
Held, Dismissing the application
Where it was alleged that an employee of a Co. was conducting
himself in relation to any assets of a Co. in such a manner as to give
 was given for the discrepancies. The applicant therefore
commenced an action against Irani Bros and three of its directors.
They alleged illegal removal of the applicant as a director at an EGM
of the shareholders and an attempt to prevent Sidul Ltd. From being
represented on the board of directors contrary to S. 218 and 220 of
Act 179. They prayed the court to order an investigation into the
productions of Irani Bros., including the oppressive removal of the
applicant as director. The respondents in turn complained of
malpractices on the part of the applicants including over-invoicing
of machinery purchased from abroad, under-declaring of proceeds
from sales abroad and diverting of flour from the mill for sale on
their own account. They prayed the court to order the purchase of
the applicants shares at a valuation since their actions were in
disregard of the interest of the Company.
Okudjeto v. Iran Bros. The applicants brought an application by summons for the review
No. 2 of an order for the purchase of their shares by the respondents at a
valuation. They argued that it should have been made as a
consequential relief to an application by the respondents and also
that since the respondents did not indicate what order they wanted
no order should have been made in their favour. On the court’s own
motion it was considered whether the present proceedings should
have been by way of an appeal rather than a review.
Okudjeto v. Irani Bros. # The appellants brought the present appeal against the orders of the
3 trial judge who ordered the purchase of the appellant’s shares in the
defendants company having brought the initial action for an
investigation into the affairs of the respondent company and it
resident directors for alleged mismanagement and oppressive
conduct. The trial judge dismissed the application of the appellants
but made orders for the purchase of the appellant’s shares in the
defendant company pursuant to section 218(2) of Act 179.
Sanyo Electric Ltd. v. The plaintiff claimed he had an oral agreement with the defendant
Quarcoopome Co. to serve on it board and also as the rep for the 2 nd defendant Co.
He was later relieved of his post and the Co. failed to remunerate
him. The court had to resolve whether he was duly appointed a
director of the def. Co. and whether the unpaid plaintiff’s
remuneration for service rendered as a director of the respondent
Co. was maintainable and if so, whether it was to be determined in
Quantum Meruit or in accordance with S.194 of Act 179?
rise to a reasonable suspicion that a crime was committed or was
about to be committed, the proper forum for the investigation was
the police and not the courts.
S. 185 vested in the GM of the shareholders the absolute right of
determining who should manage the affairs of the Co. despite any
agreement to the contrary. Since there was no evidence that the
removal of the applicant was oppressive or discriminatory, the
removal was valid.
The court has the power under S. 218 of Act 179 to order the
purchase of shares of a member whose actions are in disregard of
the interest of the Company and other members.
Section 218 of Act 179 did not place any limitation upon the powers
of the court and it could order the purchase of any member’s shares
or debentures by any other members or by the company itself.  Once
members had brought an application complaining of acts of oppression
or discrimination it was also open to the respondents in their answer to
complain of acts of oppression or discrimination on the part of the
applicants.
Having dismissed the appellant’s application and without any
counterclaim from the respondents, the trial judge was wrong in
granting the orders for the purchase of the shares.
For a court to make orders under section 218(2) of Act 179, the
application must first be sustained or made out. A court cannot
make orders under this section when the application has been
dismissed in the first place.
The orders for the purchase of the shares were against the rules of
natural justice.
The appointment of a Director of a company was a positive fact that
was capable of direct proof, by simply producing evidence on the
existence of a resolution passed to that effect, and evidence of his
prior written consent to be so appointed.
However, Since the Co. allowed the plaintiff to be held out as a
director, he was entitled to some compensation not from his role as
a director but for services reasonably rendered to the Company by
the plaintiff.
Greenhalgh v. Ardenne An amendment was to remove a preemption clause to facilitate a
sale of control to a third party,
Re Mackenzie
Adehyeman Gardens v. The Respondent and the 2 nd appellant are both shareholders of the
Assibey 1st company. They became shareholders by subscribing to the
regulations of the company. The respondent held 20% of the shares
in the company. However, sometime after incorporation, the 2 nd
appellant purported to deprive respondent of his shares and rights,
arguing that the respondent had not paid for his shares and has not
been issued with a share certificate. He has therefore ceased to be a
member of the 1st appellant company. He however, failed to produce
evidence of his claim. The trial court held there was no evidence
indicating that the respondent has not paid for his shares whether
in cash or in kind. On appeal,
R v. High Court, Accra; ex
parte Brenya
R v. High Court, Accra; ex
parte Appiah
Trevor v. Whitworth A limited company was incorporated with the objects of acquiring
and carrying on a manufacturing business, and any other
businesses and transactions which the company might consider to
be in any way conducive or auxiliary or in any way connected. The
constitution authorized the company to purchase its own shares.
The company went into liquidation and a former shareholder made
a claim against the company for the balance of the price of his
shares sold by him to the company before the liquidation and not
wholly paid for.
Guinness v. Land
Corporation of Ireland
The Court reasoned that in such cases ‘the company as a whole’ did
not mean the company as a corporate entity but ‘the corporators as
a general body’ and that it was necessary to ask whether the
amendment was, in the honest opinion of those who voted in favour,
for the benefit of a hypothetical member.
The membership of a subscriber is, by legal prescription and, in the
absence of a valid forfeiture, is not predicated on full or partial
payment of the consideration for the shares taken.
a. The Board of Directors must serve on the defaulting
shareholder a notice requiring payment of the amount,
together with any interest due thereon under regulation 18.
b. The notice must name a date on or before which the payment
must be made, which payment date should not be less than 14
days from the date of service of the notice.
c. The notice must also state that, in the event of non-payment
on or before the payment date, the shares upon which the call
was made will be liable to forfeiture.
d. If no payment is made in accordance with the notice, the
shares affected by the call may be forfeited, but such
forfeiture must be by a resolution of the Board of Directors.
Even though the Respondent had not paid for his shares nor been
issued with any share certificate, in law, he has never ceased to be a
member of the company and he remains a shareholder
The court held that for a judgment to operate as res judicata it
must be valid and subsisting, that is, it must be a final judgment
delivered by a court of competent jurisdiction. Otherwise the
judgment cannot operate as res judicata to bind the parties to it.
Held – a judgment operates is res judicata if it is given by a court of
competent jurisdiction as it final judgment.
A company has no power under the Companies Acts to purchase its own
shares, that the purchase was therefore ultra vires, and that the claim
must fail.
This position has changed because of redemption of shares by the
company.
The redemption or reduction in capital must be validated by a
special resolution by the shareholders and permitted by the
company regulations.
Directors powers must be kept in check otherwise they may use
their inside position to prejudice the general interest of the

Conte v. Kpeglo In this case Kpeglo claimed he was allotted 10,000 shares in a
company free of charge for his services to the company and the
evidence he produced was the minutes book of the company and a
letter from the appellant.
Ruben v. Great Fingall The plaintiffs Ruben and Ladenburg, who were stockbrokers, had
Consolidated procured a loan for one Rowe (the secretary of the defendant
company) on the security of a share certificate for 5,000 shares in
the defendant company, to which Rowe had affixed his own
signature and the company’s seal and had forged the signatures of
two directors. The plaintiffs, having reimbursed the mortgagees,
claimed damages from the company for failure to register them as
owners of the shares.
Sheffield Crop v. Barclay
Illingworth v. Difference between a Fixed Charge and a Floating Charge.
Houldsworth (Re A specific charge is one that without more fastens on ascertained
Yorkshire Wood and definite property or property capable of being ascertained and
Combers Association) defined; a floating charge, on the other hand, is ambulatory and
shifting in its nature, hovering over and so to speak floating with the
property which it is intended to affect until some event occurs or
some act is done which causes it to settle and fasten on the subject
of the charge within its reach and grasp
George Cohen v. Comet The defendants, by a debenture dated in February 1963, secured
Construction Co. Ltd. two vehicles to the claimants who were bankers.  The debenture
was not registered till October 1965.  In August 1963 a receiver and
manager was appointed by the claimants in accordance with the
terms of the debenture and notice of the appointment was
published in the Bulletin of January 1964.  In June 1964 the
plaintiffs recovered judgment in the HC against the defendants and
in January 1965, not having received payment, they issued a writ of
fi.fa. against the two vehicles.  The claimants submitted that as the
debenture was not registered with the Registrar of Companies at
the time of seizure of the vehicles under the writ of fi.fa. it could not
constitute notice to third parties like the plaintiffs who must
therefore take preference to the claimants.
Ghana Timber Mkt The applicant creditors, sought to register a charge allegedly
Board v. Ashanti Curl & created in their favour by the respondent-company, in respect of a
Lumber Product debt they claimed the company owed them.  The charge had not
been registered within the 28-day period. The applicants sought an
extension to register the charge.  The debtor company opposed and
creditors.
An allotment of shares is an appropriation by the Directors to a
particular person. It may take the form of an offer of shares to the
allotee or an acceptance of an application for shares by the allotee,
but an allotment by itself does not create the status of membership.
It was held that the company was not estopped by the certificate.
The representation of the company’s seal which appears upon it,
though made by the impression of the real seal of the company, is
counterfeit, and no better than a forgery.
The Company is not liable for the fraudulent act of the Secretary.
A person who presents a transfer to a company for registration,
whether it is in favour of himself or someone else (eg a broker
presenting a transfer on behalf of his or her client) impliedly
warrants that it is genuine and, if it is not, may be liable to
indemnify the company if it suffers loss by acting on it.
Characteristics of a Floating Charge
It is a charge on a class of assets of a company present and future.
If that class is one which in the ordinary course of the business of the
company would be changing from time to time.
If it is contemplated that until some future step is taken by or on behalf
of those interested in the charge the company may carry on its
business in the ordinary way as far as it concerns the particular class of
assets I am dealing with.
The issue of debenture securing certain properties of the judgment
debtors created a floating charge on the business assets of the
judgment debtors, and on the appointment of a receiver and manager
by the claimants, the judgment debtors could no longer deal with the
secured properties without the consent of the debentureholders. A
valid charge prevailed over the claim of an execution creditor.
Although the code requires that charges are registered with the
Registrar General, this may not apply to banks because they are
governed by sector legislations.
The purpose of enabling "any person interested" in a charge to
register it was to safeguard the interests of such a person in cases
where a company deliberately refused to register it.  The interested
person or the company is permitted an extension for failure to
 raised an objection to the applicant's capacity to make the
application. The duty to effect registration of charges was placed on
the debtor company in the first instance and the Code provided
penalties as against the company for not complying.  However the
section permitted "any person interested" in a charge to register it.
Republic v. James Town The Ghana Commercial Bank held a debenture covering the stock in
Circuit Court Judge; ex trade and factory equipment of K.E. Ltd. as security for overdraft
parte Annor facilities. The debenture was not registered in July 1973, K.E. Ltd.
were successfully sued by the landlord of their business premises
for arrears of rent and costs. Judgment not having been satisfied,
the applicant levied execution against the assets of the company.
The applicant brought a motion asking that the claim of the bank be
dismissed on the ground that it was void for non-registration under
Act 179, s. 107 (1). The Circuit Court held the debenture in favour of
the bank was not void by reason of non-registration.
Okudjeto v. Irani Bros. Remedies
#1 Briefed already.
Foss v. Harbottle Remedies
A shareholder sued three bankrupt directors, a proprietor, solicitor and
an architect for fraudulent transactions and misapplying the company’s
assets
Appenteng & Ors. v. Remedies
Bank of West Africa In this case a shareholder brought an action against a bank for
negligent advice given to a company which led to the winding down
of the company.
Bank of West Africa v. Remedies
Apenteng Shareholder of the 2nd defendant Co. deposited their title deeds with the
plaintiff bank as security for a loan upon request by the 2 nd def. Co.
(Mpotima Ltd). The Co. defaulted and the plaintiff brought an action for
recovery and wrongful possession of documents.
Edwards v. Halliwell Remedies - Exceptions to Rule in Foss v. Harbottle
The defendant trade union by their regulation provided that the
contributions of members shall only be altered by 2/3 majority of
members voting in favour of the alteration. At a delegates meeting, a
resolution was passed to alter the regulations and increase the
amount of contributions without complying with this requirement.
Pender v. Lushington Enforcement of personal Rights
The claimant sued for the right to have a vote recorded or a proxy
recognised.
register the charge within the 28 statutory period.
The combined effect of S. 107 & 111 of Act 179 was that a duty was
mandatorily cast on any company creating a charge to register the
charge and failure to register the charge in compliance with this
duty rendered the charge void so far as any security on the
company's property.
The conduct of a company's business is the responsibility of the
board of directors, and an applications under S. 220 (1) (c) must be
supported by evidence giving rise to strong suspicion of some
improper conduct by the directors qua directors.
The proper plaintiff to sue for a wrong done to a company is the
company itself.
An individual shareholder cannot sue for wrongs done to a
company or complain of any internal irregularities.
The shareholders cannot sue in respect of a wrong done to the
company, unless it can be shown that the wrong is against the
individual rights of the shareholders as distinct from the corporate
rights of the company.
As a general rule, a shareholder cannot sue for a wrong done to a
company or to recover money as damages to it, unless the action is
taken by the company itself.
Foss v. Harbottle
The Court held that the failure to comply with the procedure was
not a mere irregularity but matter of substance coloured with
oppression.
Illustrates the right in operation in a trade union context, protecting a
member against having his dues raised without proper procedure and
from unjustifiable expulsion.
A company member’s right to vote may not be interfered with,
because it is a personal right of the member sue in his own name to
enforce his rights.
Golden Gates Services v.
GPHA
Elder v. Elder Prevent of oppression and mismanagement
The petitioning shareholders had been removed from office as
directors and from employment as secretary and factory manager
but there was no allegation that the business was mismanaged or
that any sale of their shares by the petitioners had been refused.
This was intended to meet the case of the oppression of the
members of the company in their character as such and not in their
character of director or secretary or manager.
9g v. Abrokwa The respondents as shareholders, claimed that the appellant was
conducting the affairs of the company in a manner oppressive and
in disregard of their interests, and by an action pursuant to section
218 of Act 179 sought that the appellant be made to pay all moneys
found due from him to the company after proper account had been
taken of the affairs of the company.
Re West Coast Dyeing A director was removed without following the provisions in section
Industries; Adams v. 185. In both the HC and CA it was decided that the Common Law
Tandoh and Equity rules would apply. This was a direct application of
section 216 and not section 185.
Dupaul Wood Treatment Respondent incorporated the first appellant Co. with the 2 nd
v. Asare appellant. Both allotted themselves 50% share each. However, the
2nd appellant reduced the respondent’s shares to 10% citing non-
payment of shares and removed the respondent as a director of the
Co. The Court of Appeal overturned partial judgment for the
respondent and on appeal to the Supreme Court.
Oak Investment The claimant had alleged unfair prejudice in the conduct of the
Partners XII v. business. The court considered an appeal on the valuation of the
Boughtwood shares ordered to be purchased.
Aboagye v. Tetevi The applicant, a director, shareholder and secretary of the company
brought an action against the defendant to submit to the board of
the company a full written report of the operations of the company
including details of contracts and accounts and also for the court to
void a purported transfer of shares. The defendant raised an
objection as to the capacity of the applicant to bring the action.
Mahama v. Soli Remedy Against Oppression - The respondents, shareholders in
the company issued out an originating motion on notice against the
applicant claiming, among other reliefs, the removal of the applicant
as managing director of the company and an order for accounts, of
all moneys of the company diverted to the private use of the
A company can be made a nominal defendant in an action against a
director who acted within the scope of his powers.
"It is only a member who can invoke the section and, in my opinion,
this means a member in his capacity as member, and the relevant
ground of complaint is oppression of his rights as a member,
because of the manner in which the affairs of the company  are
being conducted. An employee who has been treated oppressively
has no remedy.
Therefore, a director or member who is also an employee and is treated
oppressively has no remedy under section 218 as an employee.
The court will not interfere with transactions which though prima
facie irregular and detrimental to the company, are capable of
being rectified by an ordinary resolution of the company in a
general meeting.
This case establishes that if you are director, unless you are also a
member, you cannot bring an action under section 218.
The reduction in shares and the removal of the respondent as a
director and subscriber of the 1 st appellant Co. amounted to
oppressive conduct and infringed section 218 of Act 179.
A member of a company may apply to the court by petition for an
order that the affairs of the company are being or have been
conducted in a manner that is unfairly prejudicial to their interest
generally or of some part of its members. Or
An act actual or proposed act or omission of the company including
an act or omission on its behalf is or would be so prejudicial.
Under section 218 (1) (a) of Act 179, it was clear that a member or
debenture-holder could bring an application under the section.
A member or shareholder who was also a director or secretary or
employee could bring an application under section 218 of the Code
to protect his interests in the company.
The court held that the word “oppression” in section 218 (1) (a) is
not a term of art but must be construed in its ordinary sense,
meaning an act which is burdensome, harsh and wrongful.
Where A minority shareholder of a company or a director of a
company has arrogated to himself all the powers of the board and
 applicant citing the acts of the applicant as oppressive to their runs the company as if it belongs to him alone, it is oppressive.
interests.
Vambaris v. Altuna Ultra Vires Remedy - The applicants and defendants foreigners The court can make an order setting aside an improper
with advice from one Okudjeto incorporated a company and appointment as a director or an invalid acquisition of shares on an
appointed Kuma as director. When a law was passed banning the application made under section 218 of the Companies Code, 1963
ownership of companies in Ghana by foreigners, Kuma adviced the
(Act 179),
defendant to make Okudjeto a director which was done without any
general meeting being held. The applicant then brought an action
challenging the appointment.
Union Mortgage Bank v. Remedy of Injunction - The respondent was one of the first S. 27 places a mandatory requirement on first directors of the
Serbeh-Yiadom directors of the applicant company. He refused to sign the forms in company to sign the forms to commence business failure of which
spite of repeated demands on him by the other directors to do so the court had the power to exercise it inherent jurisdiction to order
pursuant to S. 27 of Act 179. The company therefore applied to the
the forms be submitted without the respondent’s signature.
HC for others that the respondent should sign the forms; be
removed as a director and the forms submitted without his
signature. The respondent objected to the application on the
grounds, that a mandatory injunction was not the appropriate
remedy and that there was no provision under Act 179 for a
mandatory injunction.
Asafu-Adjaye v. The appellant and the respondent are all directors of the company. To bring a petition under section 218 (1) of Act 179, there had to be
Agyekum Upon incorporation they agreed all the founding shareholders will proof that the conduct complained of was oppressive to one or more
hold the same number of shares. The respondent was further of the members.  Oppressive here meant "burdensome, harsh and
appointed an Executive director. An argument ensued between the
wrongful", and a petitioner had to establish not only that the
appellants and the respondent regarding the management of the
company’s funds which the respondent accused the appellants of affairs of the company had been conducted in an oppressive
diverting for their personal use. The respondent also accused the manner in that sense, but also that there had been some element of
appellants of reducing his shares contrary to their verbal agreement lack of probity or fair dealing to him in his capacity as a
and purportedly holding a meeting to remove him as director and shareholder.
acting in an oppressive manner against him and the company. . He Appeal allowed
prayed to court to declare the reduction of his shares void and
order the appellants to refund the monies taken and an injunction
restraining the appellants from holding the meeting to remove him.
The orders were granted and on appeal,
Billy v. Kuwor & Anor. Both parties were shareholders in an agricultural company. The A member cannot approached a court by way of private liquidation.
respondent were majority shareholders and the applicant the
minority shareholder. Sometime in 1988 the respondents informed
the applicant that the company has been dissolved and his shares
forfeited. He then instituted the present action.
Brown v. Hoeks Liquidation Since the plaintiffs had been prevented from going into execution
The plaintiffs obtained judgment against the def. Co. They recovered by the trickery of the defendants, this was a proper case for the
about 10% in attachment proceedings. The plaintiffs later on court to exercise its discretion in the plaintiffs' favour and allow
applied for a writ of fi. fa. to issue in respect of the unexpired terms
execution to issue against the defendant company notwithstanding
of leases on properties owned by the def. Co The defendants
thereupon applied for a stay of execution and pleaded for a 3 month the commencement of the winding up proceedings.
adjournment to settle the debt and was granted. The def. Co. then
 petitioned the official liquidator to wind up the Co. The plaintiffs
brought an application on notice for an order for leave to proceed to
execution notwithstanding the winding up petition which the court
granted in the absence of a rep of the official liquidator. Counsel for
the official liquidator however, contended, inter alia, that the order
offended sections 17 and 30 (4) of Act 180 and that since the
plaintiffs' debt could be proved in the winding up petition it should
not be given any preferential treatment.
Pioneer Construction v. The plaintiff, a creditor of the def. Co. took out an originating Under S 17 of Act 180 no action or civil proceedings, except an
Faddol summons against the company in the High Court.  Before the action by a secured creditor. Since the directors had passed the
summons was heard the Co. passed a special resolution for winding special resolution winding up the company, S. 17 became applicable
up. Notice of liquidation was given in Gazette by the Registrar of
whether or not the court had full knowledge of the facts and the
Companies.  Notwithstanding the liquidation, proceedings
continued and judgment was given for the plaintiff. The def. Co, action should have been stayed.  The judgment obtained by the
brought this application moving the court for an order to set aside plaintiff was therefore void and should be set aside.
the judgment.  Counsel argued that the judgment was void because
at the hearing it was announced to the court that the Co. was in
liquidation and a copy of the official Gazette presented to the court. 
This fact was however not stated on affidavit filed on behalf of the
Co.
Union Maritime et Cessation of Directors Duties – Dissolution Where the dissolution of a company was declared void and its
Commericiale v. The plaintiff brought an action against the defendants in their name restored on to the register of companies by Act 179, s.
Rabensteiner capacity as liquidators of Tropical Woods Ltd.  While the action was 260 (3) the company was deemed to have continued in
pending, the name of the Tropical Woods Ltd. was struck off the existence as if it had not been dissolved and was put back in
register of companies as having been dissolved.  On an application the same place as it was immediately before the void
under S. 260 (2) of Act 179, the dissolution was declared void and
dissolution.
the name restored.  The plaintiff obtained judgement. Tropical
Woods Ltd. independently applied to have that judgment set aside
on grounds that upon restoration the defendant became functus
officio (their mandate ceased) and therefore the proper persons to
have been sued by the plaintiff were the applicants themselves
acting through their directors and not the liquidators.
In Re Yenidge Tobacco The Company had two shareholders with equal shares and each The fact that the only two shareholders did not want to speak to
were directors. They could not agree how the company could be each other and agree on how the company should be managed
managed. There was no provision for breaking the deadlock. Upon provided enough grounds for the company to be wound up since the
these disagreements they proceeded to wind up the company. objectives for the company could no longer be achieved.
Ebrahimi v. Westbourne A company has operated effectively as a partnership between two In the case of a small company the rights and obligations of a company
Galleries and then three directors. No dividends had been paid, but the went beyond bare company law requirements. The applicant had been
directors had received salaries. One director was removed and excluded from being involved in the management of the company against
sought an order for the other to purchase his shares, or
his reasonable expectations. Since he was unable to effectively dispose of
alternatively for the company to be wound up on the just and
equitable ground. The company had promised to begin to pay his interest, the company should be wound up.
dividends.
Re German Date Coffee The Company was incorporated for the purpose of manufacturing a It was held that the company had been set up with the aim of
Company
 coffee substitute out of dates. In order to do this, it was the first
object of the company to acquire a German patent. It turned out that
the German Empire would not grant the patent to the company.
In Re Haven Gold Mining The brief facts of the case were that the company having been
incorporated to undertake mining operations, could not obtained
title to the mine they were to work.
Zastava v Bonsu
Conte v Kpeglo [1964] The liquidator appointed by the court for winding up J. Conte Ltd.
called upon the HC to settle the list of contributories as provided by
section 103 of the Companies Ordinance.  The difficulty arose since
the only admissible evidence as to the contributories was the
minutes book, all other documents having been lost or cancelled. 
The first respondent claimed that the majority of the shareholders
and directors of J. Conte Ltd. had voted him 10,000 shares valued at
£G1 each, free of charge for services he had rendered to the
company.
In Re WRECK [1880]
Great Western Electric
Company (1941)
Chelleram v Halabi The company became insolvent having not been able to pay its
debts. The defendant, creditors of the company secured judgment
and attached the store of the company. The plaintiff however
argued that he was an employee of the company and that the
company owed her money in the form of salary arears. She claimed
that as a result, the company transferred the store to her by a deed
signed by her husband who was also a director of the company.
Judgement was given in her favour and on appeal,
working a specific patent and that once that failed, the
shareholders were entitled to say that they were not interested in
carrying on any other business. The company was accordingly
wound up.
Also, a company may be would up if it engages it acts which are
entirely outside what can fairly be regarded as being within the
general intention and common understanding of the members
when they become shareholders.
The purpose and objectives for which the company was
incorporated could not be achieved, therefore, the company had to
be wound up.
The allotment of shares created did not create a binding contract
since there was no evidence of acceptance of the offer of allotment.
He cannot therefore be listed on the register as a member of the
company.
There was no meeting of board agreeing to transfer the store to her
and her husband had no authority to sign the deed of transfer.
Further, the court established that at no material time was the
plaintiff an employee of the company neither was she ever a
creditor to the company.
Their actions amounted to fraud.