An Accra Fast Track High Court yesterday ended a 6-year-old case with a ruling that the name Kasapa be reverted to Celltell, and declared an $18-million loan agreement purportedly entered into by the company invalid.
The plaintiffs, Prince Kofi and Prince Kwame Kludjeson, representing Kludjeson International,
a shareholder in a company previously called Celltell, obtained by the ruling of Mr. Justice Victor Ofoe J, an assortment of reliefs they sought in their writ of summons against the defendants.
Robert N. Palitz, the first defendant in the writ, the court ruled, is not and has never been a director, Managing Director, Chairman and Alternative Director for two other directors of the company and proxy for Celltell Ltd.
The Kludjeson brothers contended among other issues that members of the board of directors were improperly constituted and should therefore be nullified by the court.
They sought also the court's nullification of the name of the company and a declaration that the $18 million loan agreement purportedly entered into by the Company be rendered invalid.
They as well sought a court order that the Certificate of Incorporation issued by the Registrar of Companies on or about July 30, 2003 in the name of Kasapa Telecom Limited in the stead of Celltell Limited with registration number 48,782 is void and of no effect among other reliefs.
The court, while granting the reliefs, particularly held that the persons complained of in the writ, principally Robert N. Palitz and others should cease holding themselves as directors of the company.
The ruling does not however affect the directorship of the representatives of Kludjeson International on the board, Prince Kofi Kludjeson and Prince Kwame Kludjeson.
The judgment held also that any member of a company in Ghana has the right to go to the courts to challenge any irregular or illegal acts or decisions of the company even if the decision or act is one that may subsequently be regularized by the majority.
In an interview with DAILY GUIDE, Prince Kofi Kludjeson, with a white muffler around his neck symbolizing triumph, said he was excited about the judgment especially since it sets a positive precedence in the history of company law in Ghana.
“The plaintiffs have the right to appeal but what is right is right,” he said.
On the status of former Kasapa customers, he said “they would continue to be subscribers. We did not go to court to destroy the company. We had found out that the MD came in under various pretences.
The whole thing was a hoax and so we went to court to seek redress on various issues.”
Giving a brief background of the case, he said he called for the intervention of the Police when it was discovered that two days before a court ruling the name of the company had been altered.
The Police, he stated, concluded that the change from Celltell to Kasapa was fraudulently done, and that the Chief Finance Officer, who was not appointed, became an alternative director.
An excited Mr. Kludjeson said “we got all the reliefs. Celltell is back to what it should be.”
He concluded: “As a Ghanaian businessman I think it is good for other Ghanaian companies. They always refer to us as being in the minority. It took us six years to get this judgment. It sets a precedence for other companies to follow.
The Ghana Company Code needs another look. We are not talking about Celltell only but about a company policy-change.
The development, seen as a case-study for scholars of company law and management, is set to prompt discussions in local boardrooms on the business landscape.