Ratio DecidendiRatio Decidendi



CENTRE PROPERTIES LTD & ANOR
V.
OBUOM GOLDFIELDS LTD

(2006) JELR 69766 (CA)    
Court of Appeal  ·  H1/300/2005 ·  2 Jun 2006 ·  Ghana
CORAM
ASARE KORANG J.A [PRESIDING], PIESARE J.A, TWENEBOA KODUA J.A.

Ratio Decidendi

Core Terms Beta
section
shares
learned trial judge
companies code
2nd plaintiff
1st plaintiff
defendant
defendant-company
director
dr. farrell
case
regulations
trial judge
project manager
adequate consideration
case proprio motu
chairman of the 1st plaintiff
commercial find
extraordinary general meeting
feasibility study
government of ghana
grounds of appeal
regulations of the company
third ground of appeal
trial
1st paragraph of the said letter
2nd plaintiffs
appointment of a project manager
chairman of the board of directors
chairmanship of the defendant-company
company secretary
consideration of the second ground of appeal
denver colorado
different approach
director of the company
joint venture agreement
learned judge
legality of the call
liquidation of the defendant-company
mining company
purported forfeiture of centre properties
purported meeting
removal of 2nd plaintiff
result of a resolution
sale structure of the defendant-company
secretary of the defendant company
short shrift
sole control
specified share qualification fails

ASARE KORANG, J.A.

The 1st Plaintiff/Respondent [1st Plaintiff for short hereinafter] was granted, a prospecting license by the Government of Ghana over a piece or parcel of land known as the Obuom concession in the Amensie East District of the Ashanti Region. The 2nd Plaintiff/Respondent [2nd Plaintiff hereinafter] is the Chairman of the 1st Plaintiff.

The 1st Plaintiff on 26th October, 1991, entered into two agreements—an option Agreement [OA] and a Joint Venture Agreement [JVA]—with Oro Sunkwa incorporated [OSI] a mining company based in the USA, the purpose of the agreements being the joint exploration and development of the Obuom Concession.

The Defendant/Appellant [hereinafter called the Defendant-company] was incorporated in December, 1991 under the JVA and OA and after incorporation, the 1st Plaintiff transferred its mineral License in the Obuom Concession to the Defendant-company after the payment of the sum of US $78,000.

It was stipulated in section 2.3 of the OA that OSI would…

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