Professional Documents
Culture Documents
AIS vs. NICS Judgement 2015
AIS vs. NICS Judgement 2015
===
1STPLAINTIFF
2 ND PLAINTIFF
SCHOOL
VERSUS
(1) LAURIE KORUM
--- 1STDEFENDANT
---
2ND
---
3RD DEFENDANT
---
4THDEFENDANT
DEFENDANT
AND
SUIT NO. OCC/56/12
(1) AMERICAN INTERNATIONAL
SCHOOL
-----
1STPLAINTIFF
2ND
PLAINTIFF
3RD PLAINTIFF
4THPLAINTIFF
5THPLAINTIFF
VERSUS
1ST DEFEND
DEFEND
2ND
3RD DEFENDANT
4TH
DEFENDANT
===================================================
JUDGMENT
'Beware the ides of March!' Julius Caesar was told on the night of his
assassination. Such could easily have been some unheard direction
regarding August 2012 for those involved with the American
International School. The immediate background to this hotly fought
dispute was a tussle for control of the School described by the parties as
'the events of August 2012 '. Each set of parties have their version of the
basis of the dispute which I will set out anon.
The plaintiffs in suit number AP 134112 - Network of International
Christian Schools, and American International Schools (NICS and AIS)
filed the first action on 22nd August 2012 in the Fast Track Division of
the High Court against Laurie Korum, Marsden Tim Crosby, Dr. Laba,
and Akosua Busia. NICS is a non-profit organization registered under
the laws of Tennessee in the United States, and American International
School is a guarantee company registered in Ghana.
Three of the defendants in that suit - Laurie Korum, Dr. Laba, Akosua
Busia, together with American International School and one Cynthia
Agyepong commenced the second action OCC 56/2012 in the
Commercial division on 23rd August 2012. The defendants were NICS,
Michael Witt, James Patrick Sullins, Charles Hunsucker, Samuel James
Davies, Dr. Harry Vester Phillips 111, Seth Kwasi Asante. And Trustee
Services, who are the first registered members of AIS' s Executive
Council and its company secretary. On 14th January, 2013, the action
against the 2nd to 6th defendants was discontinued, and Mr. Asante and
Trustee Services became 2nd and 3rd defendants in this action
Mrs. Korum and Mr. Crosby are American citizens who worked with
AIS at the time of the dispute and Ms Busia, Dr. Laba and Ms Agyepong
are parents of children in the school. Ms Agyepong discontinued her
participation in the suit on 11th September 2012. The two suits were
consolidated and heard together in the Commercial division. This
judgment covers the two suits.
The version of the triggering events of that August by the plaintiffs in
AP 134/12 is that NICS is the sole member and subscriber of AIS and
had the power to appoint members of the School's Executive Council,
which is responsible for managing and directing the administration of
AIS. On 10th August 2012, an email (exhibit Y) was issued by one Steve
Stark, a Vice President of NICS, to Mr. Tim Marsden Crosby, then
School Director of AIS, directing him to go on indefinite administrative
leave and to stay off the school campus during that time. On August 22nd
and in exhibit Z, this leave was extended to termination of his
appointment and announced to him by Dr. Joe Hale, President of NICS .
Mrs Korum, then in charge of projects in the school, reacted to this
action by appointing Dr. Laba, Mrs. Cynthia Agyepong and Ms Busia as
AIS' Executive Council and filing a Form 17 indicating a change in the
school's directors with the Registrar of Companies in exhibit AAAA.
This new Executive Council wrote to revoke Mr. Crosby's indefinite
leave. They went on to terminate the appointment of Sheree Haley, the
school's principal, and Minta Berry, the business manager and forbade
them from entering the school's premises. The defendants in AP 134112
took control of the AIS premises, and stationed police there to deny any
agent or representative of NICS from entering the school. Eventually a
report to the police brought an end to this control.
3
During this time, the plaintiffs in AP 134112 alleged that the defendants
nd
withdrew various sums of money from the school's accounts and the 2
defendant also took $58,500 and GHC 18,714 from the custody of the
school cashier which sums remain with him. They alleged further that
many students were withdrawn from the school as a result of this
situation and altogether the school lost $395,32.78 and GHC 2,050 as a
result of the events of that August.
The version of the plaintiffs in acc 56/2012 (aCC plaintiffs) is that
Laurie Korum is the originator, promoter, founder and director of AIS
and save for Seth Asante, all the Executive Council members of AIS
registered with the Registrar of Companies were never properly
appointed. They assert that these gentlemen had never been to Ghana,
and the executive council had never had a meeting since the school was
incorporated. It is their case that as legal adviser and Executive Council
member, Seth Asante admitted to the failings of this Executive Council
in an email dated 10th August 2012.
Apart from that, NICS had interfered with the day to day administration
of the school by purporting to dismiss the Registrar of the school - Mrs.
Joyce Crosby, and remove the director of the school Mr. Crosby - acts
which the acc plaintiffs alleged they had no power to do. They alleged
that NICS had appointed one Jim Korver as a new interim director
without any consultation with Mrs. Korum contrary to an agreement she
had with NICS. The plaintiffs described the actions of NICS as
undermining discipline and order in the administration of the school.
With these circumstances, and because the plaintiffs in acc 56112
already constituted the Director's Advisory Council of the school, they
re-constituted themselves into the Executive Council of the school when
they realized that the school had no functioning Executive Council, a
situation they described as contrary to law and the company's
4
The plaintiffs in acc 56/12 also claimed jointly and severally against
the defendants as their claim c) for
IS
assisted by
to Regulations
After its name and designation in the first part of the page, the words
'represented by' immediately follow, clarifying that the signature that
will be seen is the signature of NICS' representative. Thereafter, there is
a dotted line, indicating a deliberate place created for the signatory
representing NICS. Underneath the dotted line the name Laurie Korum
is printed, along with her designation as an American missionary and her
age; indicating that by prearrangement of the person who prepared the
regulations, she was designated as the representative of NICS. It is on
top of this dotted line that Laurie Korum has signed.
That page shows that whoever prepared the regulations, if they had
instructions to record Laurie Korum as a subscriber, knew enough to
have put her address in the address column, since the address of NICS
was written against their name, and in the right column. In the same
vein, if it was intended that Laurie Korum should be a subscriber, the
person who prepared the regulations knew that the proper place to put a
description of her would be in the third and final column of that last
page, instead of under her name, because they had done so for NICS.
However, her details are not found in these proper columns. By reason
of this, she could not have stood in her own stead to enter into the
commitments that lead to membership through the Regulations of a
company. Since the Regulations constitute a written agreement between
the members and the company, Mrs. Korum cannot be declared a
member of AIS by reason of the absence of her details within the
address and description of subscribers. This is the necessary technical
construction of exhibit B.
Regarding exhibit BBB on directorship, Although Section 27 (3)
requires that the return shall be signed by two directors and the secretary
of the company, the front part of Form 3 requires certain details of all
directors and secretary of the company.
9
Within the main regulations, as many as six gentlemen are listed as the
Executive Council, which is the board of directors for guarantee
companies. And yet only two names are listed as directors of the
company on the front part of Form 3 - Dr. Harry Vester Phillips 111 and
Seth Kwasi Asante. Clearly, whoever prepared the Form 3 failed to fill
in all the particulars of directors and chose to place on record the
particulars of only two directors though the law requires the particulars
of all directors and the signatures of two.
On the flip side of the Form 3, one finds that the required signatures of
the two directors who must sign these particulars are the signatures of
Mr. Seth Asante and Laurie Korum. Dr. Phillips did not sign the Form 3
even though his details as a director were provided on Form 3. Mrs.
Korum was not named as a director at all within main regulations where
the full list of the executive council members is provided and she is not
named as a director on the front part of Form 3 where the details of two
of the directors is provided. And yet she signed with Mr. Asante where
the two directors were supposed to sign.
My construction of this Form 3 is that the absence of the minimum of
her details as a director ensured that Mrs. Korum 'was not held out to be
and cannot be found to be a director of AlS. Again, the failure to write
the name of Mrs. Korum on any part of Form 3 can only mean that she
was never intended to be a director of AlS, otherwise her name would
have been with the pool of directors in the main regulations
The first rule of interpretation is that a court must discover the true
intention of the author of the document and arrive at an interpretation
that gives the document its real meaning. See The Law of
Interpretation in Ghana (Exposition & Critique) S. Y. Bimpong
Buta Advanced Legal Publications, 1995, pages 26 to 27
10
From the layout of exhibit B, and especially the presence of the dotted
line after the 'words 'Represented by' and on top of her name, it is clear
that from the time of preparations of the regulations and particulars of
the company, it was understood that Laurie Korum would represent
NICS in signing as a subscriber to the regulations of AIS. Her name is
only tacked beneath the name and address of NICS after the words
'represented by' and the clear and unambigous interpretation of that act
is that she represented NICS in signing the Regulations. The absence of
further provision for her own details can only mean that beyond
representation, Mrs. Korum was not intended to become a member and
director of AIS
I will now utilize the law of evidence.
Section 10 of the Evidence Act 1975 NRCD 323 on burden of proof
defines a burden of persuasion as 'the obligation of a party to establish a
requisite degree of belief concerning a fact in the mind of the tribunal of
fact or the court.' It goes on in subsection 2 to provide:
(2) The burden of persuasion may require a party to raise a reasonable
doubt concerning the existence or non-existence of a fact or that he
establish the existence or non-existence of a fact by a preponderance of
the probabilities or by proof beyond a reasonable doubt.
As stated in Duah v Yorkwa 1993-94 1 GLR 225, it is the party against
whom a matter will be settled against if he fails to discharge the burden
of proof who carries the burden to adduce evidence regarding that issue.
Again, the burden of persuasion speaks to the quality and quantum of
evidence that is sufficient to persuade the court that what is being
asserted is more probable than what the other party claims.
None of the copious documents tendered in evidence showed a reference
to Mrs. Korum as a subscriber to the regulations of the company through
11
the years of the school and before the events of August 2012. The
audited accounts over the years never included her name as a director.
Interestingly even in the heat of the August 2012 events, an email
written by Dr. Laba stated explicitly what the AP plaintiffs have said and
this court has found. He wrote on page 2 of exhibit FFFF 'Mrs. Korum
also signed for NICS as subscribers to the objects of the company'.
This can only mean that on the preponderance of probabilities,
notwithstanding her execution of the incorporation documents, Mrs.
Korum was never intended to be, never agreed to be, and never held out
to be either a member or subscriber of AlS.
Other rules of evidence apply. The rule on conclusive presumption
regarding agreements in Section 25 of the Evidence Act 1975 NRCD
and the rule on parole evidence in~ection 177 of the Evidence Act must
apply to the evaluation of the matter on hand because of the fact that the
regulations are a written agreement between the company and its
subscribers.
Section 25-Facts
(1) Except as otherwise provided by the rules of equity, terms set forth
12
177 the presence of her signature within the director column where Dr.
Phillips, a NICS executive council member should have signed, and the
absence of her name and details as a subscriber, although room is made
for her signature as 'representative of NICS definitely shows a course
of dealing and course of performance between her and NICS when it
comes to who signed those incorporation documents for NICS. This
course of dealing and performance is emphasized when one examines
the manner in which the details of the subscriber to the regulations are
recorded on the last page of exhibit B2.
I find and hold that Laurie Korum is not a subscriber to the regulations
of AIS at the time of incorporation, but signed as a representative of the
subscriber. I also find that Mrs. Korum was not appointed a director or
executive council member by the sole subscriber of AIS, but she signed
on behalf of the NICS director.
Section 18 of Act 179 directs in subsection (1) that
The regulations of any company registered after the commencement of
this Code shall be signed by one, or more subscribers in the presence of
and shall be attested by, one witness at the least.
With the above finding and holding, the issue that arises is the import of
the absence of a power of attorney from NICS to Laurie Korum. Would
the absence of that power of attorney invalidate the validity of her
signature as a representative of NICS? The answer is a firm no.
Section 137 of Act 179 lists people who may act for a company as
including 'members in general meeting, board of directors, officers or
agents, appointed by or under authority derived from the members in
general meeting or the board of directors.'
14
started rallying folks to get the money together to rent a facility ....I just
wanted to let you know that there is so much support for this kind of
relationship ..... '
By February 2006, her email to the group in exhibit A indicated that
'you might be interested to hear how things went this week with Joe
Hale, President of NICS and his efforts towards starting a NICS school
in Accra.' She ended that email with 'NICS will need to name the school
to start the registration process. Of course the final decision will be left
up to the NICSfolks but go ahead and make your suggestions ... '
AIS was eventually incorporated in August 2006. Clearly, by her own
assertions, Mrs. Korum was one of several missionaries who mooted the
idea of the Christian school in 2005 and she could hardly be described as
the' originator' of the idea of AIS. Further, even if she led the invitation
to NICS into Ghana for the founding of AIS, by the time the school was
founded, she could hardly be described as the founder and promoter
because she conceded leadership in creating the school as residing in
NICS and her own efforts as that of a convener for the group of
missionaries who wanted a 'NICS school' in Ghana.
I dismiss claim (c ) in OCC 56/2012 that Mrs. Korum is the originator,
promoter, founder, subscriber and director of AIS.
DIRECTORSHIP OF AIS
It is important not to mix up the two types of directors that are referred
to in this case. The first is the directorship under Act 179 which is
described as Executive Council for guarantee companies. The second is
the office of School Director - an office that Mr. Crosby filled at the
time
of the events of August 2012 which led to this suit. I will first deal
-...,.
with the claims around directorship such as provided for under Act 179.
17
A declaration that the 3rd and lh Defendants (Dr. Laba and Ms.
Busia) are not directors of the 2nd Plaintiff, not being members
of the 2nd Plaintiff's Executive Council.
(a) 'A declaration that the 2nd to 6th defendants are not and have never
been properly appointed directors of the rt plaintiff company and/or a
further declaration that the first Executive Council of the l" plaintiff
council was never constituted.
IS
it chose not to appear in court and assist this court with the resolution of
this claim. I find from the records that there is no evidence that apart
from Seth Asante, anyone among the first Executive Council passed the
test of the legal requirements to be part of the Executive Council.
However, the law is not stiff when it comes to recognizing the role of
directors and does not rely only on the proper filing of a director's
records to identify directors. It makes room for a person to be saddled
with the duties and liabilities of director under Section 179 (2) of Act
179 if they represent themselves as directors, or knowingly allow
themselves to be held out as directors. This statutory provision was
given flesh in Commodore v Fruit Supply (Ghana) Ltd 1977 1 GLR
241 CA. It must be noted that this provision is a shield against the abuse
of the effect of being improperly held out as a director, and not a sword
to arrogate the position of directorship to oneself where the company has
not overtly recognized you as such or held you out to be such. It is a
shield for the protection of third parties who deal with persons as
directors without the knowledge of irregularities.
Thus in Quarcoopome v. Sanyo Electric Trading Co Ltd & Another,
2009 SCGLR 213, although the Supreme Court agreed that the plaintiff
had morphed into a de facto director by reason of being held out as such,
he was not a duly appointed director because there was non-compliance
with Sections 181 and 272 (1) of Act 179 which regulated he
appointment of directors. The greater concern of the Supreme Court was
also to set aside payments for the plaintiff for the performance of duties
as a director of Sanyo, not because he was not properly found to have
been held out as a director of the company, but because the payments
were awarded outside of the provisions of Act 179 on how director's
fees were to be set.
20
Thus to the extent these persons were held out to the world as directors
through the regulations and subsequent documentations issued, I find
them as being caught under Section 179 (2) and recognize them as part
of the Executive Council of AIS. Claim (a) in Suit number OCC 56/2012
is dismissed in its entirety.
I find the consideration of Claim (b) in Suit number OCC 56/2012 to be
a mere academic exercise. Whether or not the mandate of the first
Executive Council lapsed, the evidence from Exhibit E is that NICS, as
the sole member of the company, resolved to keep these persons in
office. The appointment and removal of the Executive Council is a
matter reserved to the members of a company. I hold that the remedy
sought is without merit and is dismissed.
Claim (i) in Suit Number oce 56/2012 arises from exhibit AAAA
which was filed with the Registrar of Companies on lOth August 2012
recording that Dr. Laba, Cynthia Agyepong and Akosua Busia had been
appointed as directors and Secretary of AIS. Regulation 29 of AIS found
in exhibits B2 provides that Executive Council would be appointed from
among the members of the company. This gives NICS the sole
prerogative to appoint directors. The evidence before this court is that
members of this Executive Council were appointed by Laurie Korum in
her understanding that she is a member and subscriber to the regulations
of AIS. Having held that she is not, I hold that she did not have the legal
capacity to appoint directors for AIS. I dismiss claim (i) of the plaintiffs
in OCC 56/2012 and grant claims (ii) and (iii) of the plaintiffs in AP
134/2012
21
The claims under this heading presented by the plaintiff in acc 56/2012
were in their claims b), c) and d). For the plaintiffs in AP 134112, it is in
their claim vi)
b. A declaration that by agreement and custom of the school, the 1st
Defendant cannot appoint a director of the school without 2nd
Plaintiff s consent.
From AP 134112
vi)
Since the 2 defendant denied the allegation that the school director
could not be appointed without the consent of Mrs. Korum, the plaintiffs
carried a burden of persuasion regarding these assertions.
22
,.......,.--------------------
-------
law. I have not been given any factual circumstances for finding a
binding agreement that compels anyone who appoints the School
Director of AIS to obtain the consent of Mrs. Korum. Mrs. Korum stated
in the pleadings that when Charlene Berry was appointed school
director, she found her unsuitable and so she was removed. Again, when
Barry Bennet was appointed, she accepted him only in an interim
capacity. And Mr. Crosby stayed on as director because she approved
him as qualified and suited to run the school in accordance with her
vision. However, no evidence was given to this court to show the nexus
of elements that created a binding agreement around what seems to have
been a mere collaborative effort, at the most. This court received no
evidence to show the consideration for this arrangement and intention to
create legal relations regarding this consenting of appointment which
would elevate those situations into an agreement. I must dismiss claim b
and I so do.
I will next deal with claim (d). Mrs. Joyce Crosby was not a party to
this suit, she did not testify to support this claim concerning her, and not
even her husband, who was a party to the suit attempted to dive into the
hows and whys she was dismissed. As I stated when I considered the
claims involving the 5 defendants against whom this action had been
discontinued, this court cannot consider a claim concerning a party who
is not part of the suit and from whom no evidence has been taken to
corroborate the claims made. I must therefore dismiss this claim (d) in
OCC 56/12 as well and I so do.
Did NICS have power to authority over the day to day administration of
the school? It would seem that the basis of this claim is the claimant's
position that exhibit J, the Memorandum Of Understanding (MOU)
alleged to have been made between NICS and AIS for the management
of the school, is a bogus document. My evaluation is that even if the
-,
24
25
custody andlor
On the other hand, the plaintiffs in OCC 56/12 have also prayed for
k. A declaration that the levy and collection of a fixed percentage of
all incomes of the school by 1st Defendant is unlawful and in
breach of the regulations of the company and the laws of Ghana.
l. An order directed at the 1st Defendant to refund the sum of
$798,090.00 unlawfully levied and collected by 1st Defendant in
violations of the regulations of the school and the laws of Ghana.
n. A declaration that the resolution changing the mandates to the 1st
Plaintiff s bank account at the Action Chapel branch of the Fidelity
Bank is illegal, without mandate, null and void ineffectual to
constitute a change in the mandate to the bank accounts.
o. An order for all true, necessary and proper account to be rendered
by the 1st Defendant of all monies taken from andlor received on
behalf of the 1st Plaintiff and a further order that the 1st Defendant
pay back all such monies to 1st Plaintiff.
The evidence before this court is that during the events of August 2012,
Mrs. Korum and Mr. Crosby took the liberty of moving money from the
26
27
29
court could not convict an accused because it did not believe his story. It
must go further and show whether his story did not create a reasonable
doubt either' .
Like an Agatha Christie story, the problem arises regarding how those
moneys left the safe. Nobody saw Mr. Crosby take them out of the safe
and leave campus with them. Apart from him, Ms Minta Berry had a key
and the combination to that safe. Ms Cabrera shared a door to his office,
and Ms Berry and Ms Cabrera entered his office and found the safe
empty. It is clear to me that between the time he received the money into
his safe and the time the money was found to have been removed from
it, any number of people, including and excluding these two ladies,
could have had access to the money.
I must hastily add that Ms Berry, Ms Cabrera and Mrs. Abbew Mensah
all testified in this case and none gave me the slightest reason to doubt
their credibility. On the contrary, I found Mr. Crosby extremely cagey
about the circumstances under which the money came into his custody. I
did not find him to have acted as a witness of truth. As a court of law
however, I am bound by law. I cannot decide this issue on a
preponderance of probabilities as in a civil case, but must decide it on
the basis of evidence which proves beyond reasonable doubt that it is
Mr. Crosby and only Mr. Crosby who took that money. I do not find that
the plaintiffs in AP 134/2012 brought that quality of evidence to this
court and I dismiss their claim (i) and (ii) against Mr. Crosby.
The plaintiffs in OCC 56/2012 are seeking a declaration that the levy
and collection of a fixed percentage of all incomes of the school by 1st
Defendant is unlawful and in breach of the regulations of the company
and the laws of Ghana.
"'""'
purpose of making profits, all officers and members thereof who shall be
cognisant of the fact that it is so carrying on business shall be jointly
and severally liable for the payment and discharge of all the debts and
liabilities of the company incurred in carrying on such business, and the
company and every such officer and member shall be liable to afine ..... '
Again, any income earned in Ghana is subject to tax. What was the
evidence before the court? NICS did not deny receiving flat rates of 6%
from AIS every month to cover services it was allegedly performing for
the school. This was confirmed by Ms. Minta Berry, the business
manager of the school and Mr. Nipah, the auditor of the school, the two
of them testifying on opposite sides of the case. These monies had
reached $798,000 by the time the auditor of the school raised alarm bells
in exhibit 29. And yet exhibits 8 series were copious documentation
covering specific expenses that NICS invoiced and sought
reimbursement for from AIS.
As much members of guarantee companies may provide services to the
company and earn fees, such fees ought to be subj ect to the payment of
tax. What is clear from this evidence is that under the cloak of being
non-profit organizations, NICS was being given money from the income
of AIS for whatever activities on top of the reimbursements that NICS
had bothered to present records to Ghana in the form of vouchers or
receipts to prove their expenses. They were not paying taxes for this fee
they were earning for whatever services the flat fee covered.
31
regarding the work NICS was doing at AIS when it came to the records
placed before him on the mechanism NICS had designed to move the
school's money out of Ghana and I must say so in this judgment. I was
also not impressed with exhibit J, which was obviously created to justify
the movements
International
schools in developing
countries
services, and yet he could not attest that due taxes were being paid on
them. See exhibit 7.
acc
56/2012, it is my
transferred
from Ghana
of AIS to the
accounts of AIS in Ghana. Secondly, this court orders the head of Ghana
Revenue Authority
payable
for any
retained
by NICS
as fees
it
32
purportedly performed for AIS. This audit should cover all the different
types of levies NICS has placed on AIS in different names such as
CRISIS fund, CARE fund. It is my considered view that if AIS decides
to retain money out of Ghana for any purposes such as paying for the
care and crisis of some of its teachers, these sums should go under he
lens of Ghana Revenue Service. Such audit should include all payments
made directly to NICS in the United States from students at AIS which
are retained for unaccounted purposes by NICS. The head of Ghana
Revenue Authority responsible for taxes is ordered to complete this
exercise within six months of this judgment and file a report with the
Registrar of Companies in its oversight responsibility for guarantee
companies, as well as the Registrar of this court for retention as part of
the records of this suit.
It is my sincere hope that the appropriate office within the American
Embassy will assist the Ghana Revenue Authority with gaining access to
information for this exercise.
Again, I must express my profound dismay with the Registrar of
Companies for the unbelievably reckless and feckless manner in which
so many ventures are set up as non-profit organizations with no
mechanism for monitoring that their income is used for charity instead
of as a scheme for persons to earn money without paying tax to a
country brought to its knees by poverty. I believe it is high time
Parliament took up its responsibility of setting up a Charities Authority
to ensure that income obtained through the activities of alleged nonprofit organizations such as churches and other institutions are actually
used to partner social development instead of being taken by
organizations that effectively dodge the tax net. .
l-must dismiss claim (n) in acc 56/2012 because I have already held
that to the extent that AIS held out the gentlemen on the board of NICS
33
34
Regarding the claim for injunction by the plaintiffs in acc 56/12, I have
dismissed the claim for declaration that the defendants did not have
power and authority to interfere with the day to day administration of
AIS. In such a situation, should the court grant the injunction to restrain
the 1st defendants from' interfering with the management of the school?'
Such an order would be untenable because NICS is not just the sole
member of AIS, NICS also holds the blue print for managing the school.
I dismiss the claim for injunction by the plaintiffs in acc 56/12.
As stated earlier, the defendants in AP134/2012 are also parents of
children in the school and Christians with an interest in the charity that
AIS purports to be. In that wise, I will also decline the order for
injunction sought by the plaintiffs in AP 134/2012 to restrain the
defendants from meddling in the internal affairs and administration of
the school, since such an order may be misconstrued to mean that they
are forever precluded from raising any complaints they may have
regarding any matter to do with the school. If AIS wants to conduct
business in Ghana and enjoy the freedoms of a corporate body paying
taxes, free of interference by persons without shares in it and who do not
transact business with it, it is my humble suggestion that they convert
from 'non profit charity' to a company limited by shares ..
./
35
nagged Mr. Crosby about his alleged 'leadership style'. He was then
placed on 'indefinite administrative leave'. It was after this that Mr.
Crosby's employment was terminated for the part he played with those
who revoked his administrative leave, purported to reinstate him, and
took over the running of the school.
The law has always made room for implied terms in any form of
contract. Mr. Crosby's contract is with AIS and was tendered as exhibit
L. It definitely must be an implied term of any contract of employment
that when an employee joins forces with others who claim control over
the organization he works for, against those who recruited him, any
termination of his contract of employment is entirely justified. I find the
termination of Mr. Crosby's employment as per exhibit Z lawful, and
dismiss his counter claims.
\
Mr. Crosby has also claimed for damages on the grounds that he did not
have access to his certificates etc. I note that on exhibit Y, as far back as
August 10 2012, Mr. Steve Stark informed him that 'if you wish to pick
up some personal items please do so if you wish, otherwise please
refrain from coming on campus except at Mr. Korver's request..' Clearly
if Mr. Crosby had wanted his certificates, he could have picked them up
and there is no evidence that he was restrained from doing so. Indeed, I
appointed him part of an interim management committee pending this
judgment but he chose to leave the jurisdiction. His other claims are
dismissed.
In summary, regarding suit number AP 134/2012, I grant claims i, ii, iii,
v, and dismiss claims iv, vi, vii. Also against Mr. Crosby, I dismiss
claims i, ii,. I dismiss all of Mr. Crosby's counter claims. Regarding the
counterclaims of the other defendants, I dismiss all the counterclaims
except counterclaims 1,m, and p
36
aee
(SGD)
GETRUDE TORKORNOO
(JA)
AS ADDITIONAL
COUNSEL
ACE ANAN ANKOMAH FOR PLAINTIFFS IN AP/134112 AND 1ST, 2ND
AND 3RD DEFEDDANTS IN OCC/56/12 AND WITH HIM IS NANIA
OWUSU-ANKOMAH.
KW AME BOAFO
AKUFFO
LED BY PHILIP
ADDISON
FOR
RD
PLAINTIFFS IN OCC/56/12 AND 3 AND 4THDEFEDANTS IN AP/134/12.
YONNY KULENDI
WITH JOYCE AGYEMANG
ATTAFOAH
DENNIS ADJEI DWOMOH FOR 2NDDEFENDANT IN AP/134/12
CASES REFERRED
AND
TO:
(NO.1)
HANNA
ASSI
(NO.1)
37
STATUTES REFERRED
TO:
Edition,
LexisN exis
38
39