Donewell case to go before Pre-Trial Judge
February 05, 2011 Accra, Feb 5, GNA - The case in which five former Board members of Donewell Insurance Company are suing the firm and some shareholders for removing them from office, is to be placed before a Pre-Trial Judge for the settlement procedure to be exhausted.
The order was given by Justice Barbara Ackah Yensu, presiding at the Commercial Division of the High Court, hearing the case in Accra, following controversy over the admissibility of the minutes of a Special Meeting of the Board held on the 26th of May, 2010.
Counsel for the Defendants challenged the minutes as forgery, which was denied by the Plaintiffs, and the Judge in her ruling said, given the complexity of the issues, the court could not determine the matter of facts raised and ordered the mini-trial.
Mr J S Addo, a former Chairman of the Board, King Tackie Tawiah 111, Ga Mantse and Mr Yaw Osafo Maafo, former members of the Board, as well as Mrs. Naomi Okine and Mr Timothy E Osam Duodo, Past Lay Presidents of the Methodist Church, Ghana, have called on the court to set aside an Extraordinary General Meeting (EGM) of the shareholders held on 10 June, 2010 and any resolution passed.
They also called on the court to restrain the new Directors from holding themselves as the Interim Board until the final determination of the suit.
Before the suit: Mr T E Osam Duodu and four others versus Donewell Insurance and eight others could be heard, the five ex-Directors filed a motion to restrain the Company from going ahead with a scheduled Annual General Meeting (AGM).
Justice Barbara Ackah Yensu, refusing to grant the relief sought by the former Directors, also said, since the Company had to continue operating until the determination of the legality of the Board, the status quo had to be maintained, adding that, the Board as presently constituted should function.
She however directed that the new Board should not take any decision regarding the shareholding of the company, as it currently stood, in order not to prejudice the interest of the parties or a judicial outcome.
The Judge further directed that a General Meeting, whether ordinary or extraordinary, could be called by the current Directors only with the permission of the court.
Mr Efo Amoaning, Counsel for the Plaintiffs, had earlier argued that the Founding Directors of the company should never be removed and that the new Board was an "Interim Board" and should be prevented from holding themselves as Directors.
This was challenged by the Counsel for the Defendants, Mr Dua Adonteng, arguing that there was nothing like "Interim Directors" when dealing with appointments of Directors and that the current Board was a substantive one.
He stated that Mrs. Esther Lily Nkansah, Dr Ato Essuman, Mr William Agbyega and the other members of the new Board were shareholders and representatives of shareholding interests, following the reconstitution of the Board, at the Extraordinary General Meeting held on June 10, 2010.
Mr Kakra Essamuah, counsel for Dr Ato Essuman, Siisi Crentsil and Centerlink Investment, all defendants, also debunked the notion of "Founding Directors" since there was no position as Founding Directors in the Companies Code or any other statutes in Ghana.
He also challenged the capacity in which Mr J S Addo and Mr Osafo-Maafo were suing, having resigned before the Extraordinary General Meeting of June 10 2010.
Mr Essamuah noted that Naomi Okine and Nii Tackie Tawiah were represented by proxies at the EGM and participated fully in the deliberations, including voting, and should therefore be stopped from seeking an injunction to reverse the rights of shareholders in the General Meeting.
GNA