Removal of Sherry Ayitey as trustee right - Court

The Commercial Division of the Accra High Court has ruled that the removal of a former Minister of Fisheries, Ms Sherry Ayitey, as a trustee of Caridem Development Company (CDC) by the 31st December Women’s Movement was lawful.

In a judgement delivered on June 9, 2017, the court, presided by Mr Justice Samuel K.A. Asiedu, held that the movement had the right to remove Ms Ayitey as trustee of its shares in CDC and appoint a new trustee.

The court, however, ruled that an extraordinary general meeting organised by CDC in respect of Nsawam Cannery Products Limited (NCPL) and Calf Cocoa International Limited (CCIL) violated the Companies Act, 1963 (Act 179).

According to the court, CDC, a limited liability company, which acts as the commercial wing of the 31st December Women’s Movement, had no authority to organise those general meetings.

Lawsuit

The judgement of the court was in relation to a lawsuit filed by Ms Ayitey in February 2016 against CDC for issuing a notice announcing an extraordinary general meeting for shareholders of NCPL and CCIL.

In her writ of summons, Ms Ayitey sought for a declaration that CDC lacked the authority to convene any general meeting of the two entities and, therefore, any purported meeting should be declared by the court as null and void.

Any general meeting in relation to NCPL and CCIL, organised by CDC, she argued, was a violation of the Companies Act, 1963 Act 179.

The plaintiff, therefore, prayed the court for an order “restraining CDC, its officers or agents from holding or purporting to hold any meeting conveyed or conducted contrary to provisions of the Companies Act, 1963 (Act 179)”.

Defence

In its statement of defence, CDC filed a counterclaim arguing that Ms Ayitey was no longer a trustee of the company.

The Chairman of CDC, Nana Konadu Agyeman Rawlings, who is also a former First Lady and leader of the 31st December Women’s Movement, however, admitted in her witness statement that the general meeting organised by CDC which formed the basis of Ms Ayitey’s suit was in contravention of the Companies Act.

Judgement

Based on the two arguments presented by the two sides, the court ruled that the 31st December Women’s Movement “had every right to remove plaintiff (Ms Ayitey) as trustee of its shares and appoint another person as trustee of the shares”.

The court, however, ruled that CDC faulted in the “manner and way” it sought to convene the general meeting because it lacked the authority to do so”.

It, therefore, entered judgement in favour of both the plaintiff (Ms Ayitey) and the defendant (CDC) on its counterclaim.

In view of the judgement, the court did not award any cost but rather ordered the two parties to bear their own cost.