There is a big legal battle raging in court between two senior lawyers; Charles Zwennes and Philip Addison, over the ownership of a company called, Merlin Gaming Ghana Limited, and this has led to discoveries that Stanbic Bank Ghana, has allowed a third party carry out some transactions on an account it keeps for the company.
The Merlin Gaming, was registered by one Eric Gbeho and his friend, Peter Nkegbeon June 2, 2011 to operate an SMS Lottery licensed under the National Lottery Authority (NLA), however, one Frank Techie-Menson, a client of Lawyer Philip Addison, popped up with documents, believed to have been forged and has since been allowed to run the bank account without the knowledge of the real owners of Merlin Gaming.
Frank Techie-Menson, had gotten Philip Addison appointed lawyer as well as Board Secretary of Merlin Gaming. However, the appointment, is said to be without any board meeting, resolution and approval, according to Eric Gbeho.
Mr Gbeho, who holds a 50 percent stake in Merlin Gaming, also revealed that his business partner; Peter Nkegbe, also has 50 percent shares, had not been in Ghana for some time now, therefore could not have been part of any meeting where Philip Addison, onetime President Akufo-Addo’s lawyer was appointed as company lawyer and secretary.
Lawyer Charles Zwennes, has been the company lawyer with Mr Gbeho serving, as CEO and Secretary. They insist they had not been at any meeting where Philip Addison was appointment.
Frank Techie-Menson represented by Philip Addison and Dennis Adjei Dwomoh, while Eric Gbeho represented by Charles Zwennes, are in court to establish the ownership of the company.
Interestingly, these disputed appointments are presently in the records of the Stanbic Bank with reports that some transactions had been made on the bank account ,suggesting the financial institution had not been prudent with the management of its client’s funds. The Herald, has learnt, that this could have some legal ramifications for the bank.
The facts on the case are that, sometime in August 2017, Frank Techie-Menson, heard that, Merlin Gaming was in settlement talks with the NLA for a contract that it had, and which had been terminated.
Frank Techie-Menson, earlier liaised with the Company’s shareholder, but was never a shareholder and was not even known to them at the time of its incorporation. Upon hearing of the settlement, he, however, claims to be what he calls a first subscriber, director, chairman, CEO.
Frank Techie-Menson, engaged Phillip Addison to write to Kofi Osei Ameyaw, CEO of NLA to convene a meeting with the Company Lawyer and Company Secretary at the time, Charles Zwennes. The said meeting was convened at the offices of Kofi Osei Ameyaw of which Philip Addison and Charles Zwennes attended.
Pursuant to the meeting, Charles Zwennes, explained to Philip Addison that Frank Techie-Menson, did not own any shares in Merlin and that his claim was a false one.
Philip Addison was not heard from again from September 2017 until his activities were drawn to the attention of Eric Gbeho and Charles Zwennes by the bankers of Merlin, Stanbic Bank in November 2018.
Philip Addison wrote to Stanbic presenting false papers of the company’s incorporation showing Frank Techie-Menson, as shareholder and saying those documents were copies of the company’s documents at the Registrar General’s Department when they were not.
In that letter, he claimed not to know Charles Zwennes, nor admitted to having had meetings and a series of communications regarding his claims.
He relied on these false allegations to convince the bank that it should no longer deal with and/or treat Eric Gbeho and Charles Zwennes, as the mandated signatories to the account and to thereby appoint himself and his client Frank Techie-Menson in their place.
When this was brought to the attention of Eric Gbeho and Charles Zwennes, they wrote to Phillip Addison inquiring how and by what means he became Company Secretary of Merlin. Philip Addison, offered Charles Zwennes, no reply.
Later on, Philip Addison simply wrote to Charles Zwennes in May 2019, demanding that he releases all the company’s books and documents and cheque books over to him, as he now held himself out to be the new Company Secretary.
This action was therefore brought in June 2019 by Charles Zwennes for Eric Gbeho, a Director, Founder and Shareholder of Merlin Gaming against Philip Addison,who had been falsely holding himself out since May 2019, as the legally appointed Secretary of the company.
The action was brought under section 217 of the Companies Act, for a Declaration that Philip Addison was not the Secretary of the company, and any purported appointment of him was null and void.
Naturally, under order of statute, 217 actions are representative actions and therefore the company has to be joined as a nominal defendant, since in the eyes of the law, the reliefs and remedies being daughter-in-law are for the benefit of the company.
There are letters from Philp Addison stretching back to 2017, in which he wrote to Charles Zwennes, acknowledging him and addressing him as Company Secretary, Director and lawyer for the company, it is strange that he suddenly turned around in November 2018 and began writing to third parties like the company’s bankers claiming Charles Zwennes to be a complete stranger to the company.
There are also no longer any traces of the Form 17 on the company file at the Registrar General’s Department, which was filed as far back as in 2012, when Charles Zwennes, was appointed as Company Secretary.
Later we learnt that in or between late August and November 2018, a series of false entries were made onto the Register of Registrar General’s department seeking to re-register the company on the new computerization scheme.
These false entries amongst other anomalies and changes were unsupported by proper resolution purported to appoint Phillip Addison as Company Secretary.
The Police CID, have since questioned Frank Techie-Menson, about these entries which he says he knows nothing about. The entries, however, benefit Frank Techie-Menson by presenting him as the majority shareholder/director, and benefit PA, who after their entry, which was done by November 2018 thereafter started showing on the Registrar General’s computer database as the Company Secretary of the Company.
Merlin Gaming was joined as a nominal defendant, in accordance with the provisions of the Companies Act.
Phillip Addison, failed to file a reply or explanation as to how and who appointed him as the Company Secretary, but instead applied to the court to disqualify Charles Zwennes from representing his client Eric Gbeho on the grounds of conflict of interest and improper conduct.
The ground he relied on for raising these against Charles Zwennes is that he is the Company Lawyer, and therefore as Company Lawyer, he could not act as counsel for Eric Gbeho in a suit asking him to prove that he is the Company Secretary.
This is despite the fact that it is a representative action brought in Company Law. The company is a nominal defendant.
Phillip Addison was, however, able to get a ruling made by a High Court disqualifying Charles Zwennes along with his legal chambers, Gaisie Zwennes Hughes & Co. from acting on behalf of his client Eric Gbeho in December 2019.
Quite unusual, the judge was unable to give any reasons for his ruling when the disqualification itself was made, and adjourned the matter until to March 2020.
When Charles Zwennes, filed an appeal on behalf of his client, Eric Gbeho, Phillip Addison, filed a motion against Charles Zwennes and Eric Gbeho for contempt of court, on the grounds that they are both in disobedience to the order of the court by filing an appeal against it in the court of appeal.
Phillip Addison has resorted to citing a counsel and his client because the counsel accepted instructions to appeal the decision in respect of which his client stood aggrieved.
In any case, the Supreme court is yet to hear the Certiorari application that has been filed by Charles Zwennes seeking to quash the decision of the high court disqualifying him from acting for Eric Gbeho and preventing him from working for Eric Gbeho for more than four months without any reasons.
Due to item (13) above, Charles Zwennes and Eric Gbeho applied to the High Court which the contempt was to be heard. This was ask for the contempt proceedings to be stayed in order to abide by the decision of the Court of Appeal.
The judge refused to stay proceedings and dismissed the request by Eric Gbeho and Charles Zwennes. She has adjourned the matter to proceed with hearing the application of Phillip Addison to have Charles Zwennes and Eric Gbeho both for contempt.
The judge in question hearing the contempt is the sister of Atta Akyea. Atta Akyea and Phillip Addison are long life friends and colleagues from their days as co-employees in the same law chambers. The sister of Atta Akyea who is the judge and Phillip Addison are also known to each other in private life.
Since Phillip Addison filed the motion for contempt he has never been to court, despite the fact that he is the only person who has filed an affidavit to have Eric Gbeho and Charles Zwennes, committed for contempt.
Despite not having any occasion to verify the evidence of the deponent (Phillip Addison) to have Eric Gbeho and Charles Zwennes committed for contempt, the High Court presided over by the said judge has insisted to proceed even in the face of pending proceedings before the Supreme Court.
Frank Techie-Menson, is before the CID under criminal investigation for forgery of signatures and falsification of public documents. Included in those documents are the documents Phillip Addison relied on in his letter to Stanbic Bank. The letter of Philip Addison to Stanbic Bank, has also been handed over to the CID, Police Headquarters.
In the meantime, Phillip Addison, has finally been ordered by the judge in the Section 217 Application to provide evidence to show when and through what means he was appointed company secretary in 3 days.
Meanwhile, Philip Addison is before the Disciplinary Committee of the General Legal Counsel brought by Charles Zwennes on a complaint that he tried to get the NLA to start dealing with him and not Charles Zwennes, as the Company’s lawyer.
Eric Gbeho, has cited Phillip Addison for contempt of court and to show why he should not be sent to prison for trying to hold a meeting to confirm himself as company secretary whilst the 217 case is pending court hearing
Source: theheraldghana.com