BEACON HILL INDUSTRIES LIMITED vs. BORIS B FARMS & VETERINARY SUPPLIES

IN THE SUPERIOR COURT OF JUDICATURE

IN THE SUPREME COURT

ACCRA – AD 2026

CORAM: PWAMANG JSC (PRESIDING)

PROF. MENSA-BONSU (MRS.) JSC

GAEWU JSC

DZAMEFE JSC

ACKAAH-BOAFO JSC

CIVIL APPEAL

NO. J4/29/2026

24TH JUNE, 2026

BEACON HILL INDUSTRIES LIMITED ……….. DEFENDANT/APPELLANT/

APPELLANT

VRS

BORIS B FARMS AND VETERINARY ……….. PLAINTIFF/RESPONDENT

SUPPLIES RESPONDENT

JUDGMENT

ACKAAH-BOAFO, JSC: i. Overview:

[1] My Lords, by the settled rules of evidence, a court does not receive evidence merely because it is relevant. Relevance may explain why a party tenders evidence; admissibility determines whether the court may lawfully receive it. Admissibility is, therefore, the legal threshold by which evidence enters the record. However probative or material a piece of evidence may appear, the court is precluded from receiving it — and, consequently, from assigning any weight to it — if it fails to satisfy the applicable legal requirements of admissibility. The instant appeal accordingly raises a narrow but important question: whether, notwithstanding the apparent relevance of the documents in issue, the rule of admissibility under the Stamp Duty Act, 2005 (Act 689), as amended, rendered them inadmissible.

[2] This is an appeal against the judgment of the Court of Appeal, Kumasi, dated 20th March 2025, by which that Court dismissed the Appellant’s interlocutory appeal and affirmed the ruling of the High Court (Commercial Division), Kumasi, dated 13th May 2024. By that ruling, the High Court admitted into evidence two documents tendered by the Respondent as Exhibits “A” and “B”.

[3] The appeal before this Court is therefore not concerned with the merits of the substantive dispute between the parties. Rather, it is limited to the admissibility of the two documents tendered by the Respondent at trial: Exhibit “A“, described as a “Loan Agreement between Boris B’s Farms & Veterinary Supplies Ltd and Beacon Hill Industries Ltd”; and Exhibit “B“, described as a “Transaction Payment Agreement”. The question is whether those documents were admissible in evidence notwithstanding the contention that they had not been stamped in accordance with the Stamp Duty Act, 2005 (Act 689), as amended.

[4] For ease of reference, the Plaintiff/Respondent/Respondent will hereafter be referred to as “the Respondent“, and the Defendant/Appellant/Appellant as “the Appellant“. ii. Brief Background Facts:

[5] The facts germane to the determination of this appeal are that the Respondent, by a Writ of Summons and Statement of Claim issued on 17th May 2023, commenced proceedings in the High Court against the Appellant for the recovery of a debt in the sum of Eight Million, One Hundred and Thirty-Four Thousand, Six Hundred and Fourteen Ghana Cedis and Eighty-Four Pesewas (GH¢8,134,614.84), together with interest thereon, damages for breach of contract, and costs.

[6] The Respondent’s case, as pleaded in its Statement of Claim, is that it supplied animal feed to the Appellant and that, following the supply, the Appellant failed to pay the full amount due despite repeated demands. As a result of the delay in payment, the parties negotiated and reduced their arrangement into writing in the two documents now in issue (see pages 99 to 106 of the Record of Appeal). By the terms of those documents, the parties agreed that the outstanding balance of GH¢2,300,000.00 would be “reclassified as a Short-Term Loan (STL)” at a zero per cent coupon rate for a tenure of two months, becoming due on 31st October 2022. Under the agreement, the Appellant accepted an effective interest rate of 15% at the end of September 2022 and 25% at the end of October 2022. The parties further agreed that, should the Appellant fail to pay the outstanding debt as stipulated, the remaining balance would be payable at the prevailing exchange rate of the cedi to the United States dollar (USD). In that event, a final effective interest rate of 35% per month would apply to cater for any foreign exchange losses incurred by the Respondent.

[7] The first document, Exhibit A, is titled “LOAN AGREEMENT BETWEEN BORIS B’S FARMS & VETERINARY SUPPLIES LTD AND BEACON HILL INDUSTRIES LTD.” The second document, Exhibit B, is titled “TRANSACTION PAYMENT AGREEMENT.” Exhibit B designates the Respondent as “THE SELLER” and the Appellant as “THE BUYER.” Its recitals state that the subject matter of the agreement is a debt owed “for the purchase of raw materials.” Its payment schedule records that “The Purchases of Raw Materials were sold at” GH¢5,296,822.00, and it contains representations by the Buyer, including that it “has not been induced to purchase the raw materials” and is satisfied with the purchase thereof.

[8] The Appellant’s defence to the substantive action is that the two agreements were procured by duress and undue influence, and that the stipulated rates of interest are unconscionable. During the trial, on 13th May 2024, the Respondent’s witness, Mr. Obed Asamoah, sought to tender the two documents in evidence. Counsel for the Appellant objected to their admission on the ground that they had not been stamped in accordance with the provisions of the Stamp Duty Act, 2005 (Act 689), as amended. Counsel for the Respondent opposed the objection, contending that the documents were exempt from stamp duty. The learned trial judge overruled the objection and ruled as follows: “Exhibits A and B fall under the exemption in Section 3 of the First Schedule.” iii. The Decision of the Court of Appeal:

[9] Aggrieved by the ruling of the trial High Court, the Appellant appealed to the Court of Appeal on four grounds. In substance, the Appellant contended that the ruling was against the weight of the evidence; that the trial judge erred in holding that Exhibits A and B were exempt from stamping; and that the trial judge erred in admitting the exhibits into evidence contrary to section 32 of the Stamp Duty Act, 2005 (Act 689), and the binding decisions of the Supreme Court in Lizori Limited v. Boye & School of Domestic Science and Catering [2013–2014] SCGLR 889; Woodhouse Ltd. v. Airtel Ghana Ltd. [2017–2018] SCGLR 615; and Nii Aflah v. Benjamin Kwaku Boateng, Civil Appeal No. J4/80/2022 dated 22 March 2023 (unreported).

[10] By its judgment dated 20 March 2025, the Court of Appeal dismissed the appeal in its entirety and affirmed the ruling of the High Court. The court found that Exhibits A and B were “promissory notes between the parties herein for goods supplied” and further held that they were exempt from stamping. At page 173 of the Record of Appeal, the Court of Appeal stated:

“We have no shadow of doubt in our minds that Exhibits A and B are agreements related to the sale of goods.” [Emphasis Mine].

[11] The Court of Appeal, however, declined to provide detailed reasons for its findings. It explained that doing so would require a detailed discussion of the exhibits, which might prejudge the substantive issues or otherwise prejudice the respective cases of the parties before the trial court, since the trial court had yet to determine the weight to be attached to the exhibits upon an evaluation of the totality of the evidence. iv. The Instant Appeal:

[12] Dissatisfied with the judgment of the Court of Appeal, the Appellant has brought the instant appeal by a Notice of Appeal dated 9th April 2025, setting out as many as nine (9) grounds of appeal. The Appellant prays this Honourable Court to set aside the judgment of the first appellate court on the following grounds:

The judgment of the Court of Appeal is against the weight of evidence.

The finding by the Court of Appeal that Exhibit A titled “Loan Agreement between Boris B’s Farms & Veterinary Supplies Ltd. and Beacon Hill Industries Ltd.” and Exhibit B titled “Transaction Payment Agreement” are promissory notes is erroneous.

The finding by the Court of Appeal that Exhibit A titled “Loan Agreement between Boris B’s Farms & Veterinary Supplies Ltd. and Beacon Hill Industries Ltd.” and Exhibit B titled “Transaction Payment Agreement” are “agreements related to the sale of goods” is erroneous.

The justices of the Court of Appeal erred when they held that the decision of the trial judge to admit the documents titled “Loan Agreement between Boris B’s Farms & Veterinary Supplies Ltd. and Beacon Hill Industries Ltd.” and “Transaction Payment Agreement” was not per incuriam section 32 of the Stamp Duty Act, 2005 (Act 689) and the Supreme Court decisions of Lizori Limited v. Boye & School of Domestic Science and Catering (2013–2014) SCGLR 889; Woodhouse Ltd. v. Airtel Ghana Ltd. (2017–2018) SCGLR 615; and Nii Aflah v. Benjamin Kwaku Boateng, Civil Appeal No. J4/80/2022 dated 22nd March, 2023 (unreported).

The Court of Appeal erred when it held that Exhibits A and B are “promissory notes” and “agreements related to the sale of goods” and therefore exempt from stamping under Exemption 3 to the First Schedule of the Stamp Duty Act, 2005 (Act 689).

The Court of Appeal erred in law when it held that Exhibits A and B are “Promissory Notes” and “agreements related to the sale of goods” and therefore exempted from stamping under the Stamp Duty Act, 2005 (Act 689).

Particulars of error of law:

(a) Promissory Notes are security instruments that require stamping under Act 689.

(b) A Promissory Note is independent of the underlying transaction or relationship, and therefore Exhibits A and B, being promissory notes, cannot also be “agreements related to the sale of goods”.

(c) A Promissory Note is an unconditional undertaking which does not create any obligation on the payee, but the said Exhibits A and B created obligations for the payee.

The justices of the Court of Appeal failed to discharge the judicial function imposed on them by their failure to give reasons for their determination that Exhibits A and B are “Promissory Notes” and “agreements related to the sale of goods” and therefore exempt from stamping.

The Court of Appeal erred when, in the absence of any analysis of the grounds of appeal in its judgment, it held that “Based on our analysis, all the grounds of appeal fail and are dismissed”.

The justices of the Court of Appeal erred when they stated that to give reasons for their determination that the documents (Exhibits A and B), the subject matter of the appeal, are “promissory notes” and “agreements related to the sale of goods” would prejudge the substantive matter pending at the High Court for determination.

See pages 176-180 of the ROA, Volume 2 v. Summary of Arguments of the Parties:

[13] The Appellant argued grounds 7, 8, and 9 together, followed by grounds 1, 2, 3, 5, and 6 collectively, and addressed ground 4 separately. Although the Appellant indicated an intention to file additional grounds of appeal, no such grounds were subsequently filed. The Respondent, in turn, responded to the grounds in the same sequence and manner.

Appellant’s Submissions:

[14] On Grounds 7, 8, and 9 of the appeal, the Appellant submits that the duty to give reasons lies at the very heart of the judicial function and contends that the Court of Appeal abdicated that duty. The Appellant argues that, although the Court devoted seven of the ten pages of its judgment to reproducing the facts and the submissions of counsel, it failed to provide any reasons for rejecting the Appellant’s arguments and affirming the ruling of the trial judge.

[15] Counsel for the Appellant further argues that the mere reproduction of the parties’ submissions does not amount to a consideration of those submissions. In support of the proposition that a court is under a duty to give reasons for its decision, the Appellant relies on Francis Assuming and 640 Others v. Divestiture Implementation Committee, Civil Appeal No. J4/28/2007, decided on 7 May 2008, (2008) DLSC 6402; Annous v. Appoh (1980) GLR 883; Capital and Suburban Properties Ltd v. Swycher (1976) 1 All ER 881; and Kwabena Fosu v. The Republic, Criminal Appeal No. H2/16/24, decided on 23 May 2024 by the Court of Appeal.

[16] Counsel contends that no judgment can be regarded as valid unless it is supported by reasons. It is further submitted that the Court of Appeal’s stated justification that, giving reasons would amount to prejudging the substantive matter — is untenable. According to counsel, the issue concerning the stamping of the document is separate and distinct from the substantive issues pending before the trial court and, therefore, a determination of that issue would not have prejudged the merits of the substantive case.

[17] On Grounds 1, 2, 3, 5, and 6, which address the substantive issues in the appeal, counsel for the Appellant submits that, pursuant to section 32(6) of the Stamp Duty Act, 2005 (Act 689), an unstamped instrument is inadmissible in civil proceedings. Counsel relies on the decisions of this Court in Lizori Limited v. Boye & School of Domestic Science and Catering (2013–2014) SCGLR 889 (per Benin JSC) and Nii Aflah v. Benjamin Kwaku Boateng, Civil Appeal No. J4/80/2022 dated 22nd March 2023 (unreported) (per Kulendi JSC).

[18] The question, therefore, is whether Exhibits A and B fall within the exemption provided under the Stamp Duty Act. In support of its position, the Appellant relies on the definition of a contract for the sale of goods in section 1 of the Sale of Goods Act, 1960 (Act 137), which provides that a contract of sale is a contract by which the seller agrees to transfer the property in goods to the buyer for a price. The Appellant submits that, at a minimum, a contract for the sale of goods must identify a buyer and a seller, contain an agreement to transfer property in identifiable goods, and specify a price or other valuable consideration.

[19] The Appellant contends that Exhibit A does not satisfy these essential elements. Although titled a Loan Agreement, it merely records an outstanding balance, reclassifies that balance as a short-term loan, and stipulates the loan tenure, applicable interest, and the consequences of exchange-rate fluctuations. It does not, in itself, provide for the transfer of property in goods. According to the Appellant, the only reference to raw materials in Exhibit A is historical or contextual, rather than operative. The Appellant therefore maintains that, in substance, Exhibit A is a loan or debt restructuring agreement.

[20] With respect to Exhibit B, the Appellant acknowledges that the parties are described as the Seller and the Buyer and that the document refers to raw materials for poultry feed. Counsel argues, however, that Exhibit B merely records goods that had already been supplied, property in which had already passed, and a debt that had already accrued. It does not identify goods to be sold, state a current sale price, or contain a present agreement to transfer property in goods. Instead, it reclassifies the outstanding balance as a short-term loan, imposes interest at rates of 15%, 25%, and 35%, and includes a provision relating to registration or stamping fees. The Appellant therefore submits that the true legal effect of both Exhibits is to evidence a loan or debt restructuring arrangement rather than a contract for the sale of goods.

The Respondent’s Submissions

[21] In response to Grounds 7, 8, and 9, counsel for the Respondent submitted that it is neither uncommon nor improper for an appellate court to refrain from providing detailed reasons in an interlocutory matter where the substantive case remains pending before the trial court. To do otherwise, it was argued, may result in premature findings that could bind or improperly influence the trial court, thereby compromising the fairness and impartiality of the proceedings. In support of this proposition, the Respondent relied on Essilfie and Others v. Anafo and Others [1992] 2 GLR 654; Owusu v. Owusu-Ansah & Anor. [2007–2008] SCGLR 870; and Republic v. High Court, Tema; Ex parte Kofi [1999–2000] 1 GLR 61–68, for the principle that an appellate court determining an interlocutory matter must guard against making definitive findings on issues that are properly reserved for determination at the substantive trial or on the final appeal.

[22] Counsel for the Respondent further contended that the Court of Appeal acted properly in reserving its detailed reasons and that the criticism levelled against its approach is both unfair and unwarranted.

[23] In response to the Appellant’s submissions on Grounds 1, 2, 3, 5, and 6, the Respondent relies on the objective approach to contractual interpretation. Counsel cites Eric Ansong v. Mr. Albert Gorman and Another, Civil Appeal No. J4/16/2011, delivered on 30 December 2011, and Akim Akroso Stool and Others v. Akim Manso Stool and Others [1989–90] GLR 100, CA, and submits that the documents, on their face, disclose an agreement for the sale of goods. Counsel draws attention to the description of the parties as “Seller” and “Buyer”; the recital that the subject matter of the agreement is the “purchase of raw materials”; the statement in the payment schedule that “The Purchases of Raw Materials were sold at” a stated price; and the representations made by the Buyer regarding the purchase. The cumulative effect of these provisions, the Respondent submits, is that the agreements were made for, or in connection with, the sale of goods and therefore fall within the third exemption contained in the First Schedule to the Stamp Duty Act.

[24] Upon a critical analysis of the contents of Exhibits A and B, Counsel for the Respondent submits that, when the two documents are read together, their combined effect is clear: they relate to the sale of, and payment for, raw materials. Counsel questions how such instruments can properly be characterised as anything other than agreements, letters, or memoranda made for, or relating to, the sale of goods, wares, or merchandise. The Respondent emphasises that the statutory language is not restricted to completed contracts of sale; rather, it extends to instruments “related to” the sale of goods.

[25] In relation to the authorities relied upon by the Appellant, the Respondent submits that Lizori, Woodhouse, and Nii Aflah are distinguishable and inapplicable because those cases concerned instruments that required stamping. Where Exhibits A and B fall within the statutory exemption, the mandatory exclusionary provision contained in section 32(6) of the Stamp Duty Act is not triggered. The Respondent therefore prays that Grounds 1, 2, 3, 5, and 6 of the Appeal be dismissed. vi. The Law, my Opinion and Analysis:

[26] My Lords, we are invited by the Appellant to review the Record of Appeal (ROA), to place ourselves in the position of both the trial court and the first appellate court, and to arrive at a conclusion different from that reached by the first appellate court on the issue of the admissibility or otherwise of Exhibits “A” and “B” based on the Stamp Duty Act.

[27] The Appellant, by Grounds 7, 8, and 9 of the appeal, challenges the propriety of the judgment of the Court of Appeal on the basis that the court dismissed the interlocutory appeal without providing adequate reasons for its decision.

[28] The Respondent, on its part, contends that the first appellate court did no wrong. Counsel relies on Republic v. High Court, Tema; Ex parte Kofi [1999-2000] 1 GLR 61, where the Court of Appeal cautioned that an appellate court considering an interlocutory application during the pendency of a substantive appeal must exercise caution to avoid prejudging the appeal. The Court stated:

“Certainly, we cannot at this stage pronounce on the soundness or otherwise of the judge’s decision. A cardinal principle of law is that an appellate court, hearing interlocutory applications during the pendency of a substantive appeal, ought to be extremely careful not to prejudge the appeal. It ought therefore to guard against making definitive findings on questions or issues which properly could be made at the hearing of the substantive appeal and when the court would be in receipt of the full record of appeal.”

[29] With respect, I am of the opinion that the Respondent appears to have misunderstood the scope and effect of the principle stated by the Court. It is undoubtedly correct that an appellate court dealing with an interlocutory matter must avoid making findings that determine the substantive dispute pending before the trial court. Such caution requires restraint in language and a limitation on the scope of the determination. However, that principle does not mean that a court hearing an interlocutory appeal is relieved of its duty to provide reasons for its decision.

[30] It is a fundamental principle of judicial adjudication that a judgment or ruling of a court must do more than merely pronounce the conclusion reached. It must also disclose the reasons that have led the court to prefer one position over another. The judicial function requires a court to demonstrate, with sufficient clarity, the path by which it has moved from the competing arguments and submissions of the parties to the conclusion ultimately reached.

[31] While reasons are not judged against a standard of perfection, they must be assessed in the context of the facts, the applicable law, and the submissions of the parties. A judgment or ruling must satisfactorily answer both the “what” and the “why” of the judge’s decision, and those reasons must be clearly expressed.

[32] This Court has consistently disapproved of the practice of issuing judgments that state conclusions without disclosing the reasoning upon which those conclusions are based. In Apeah and Another v. Asamoah [2003-2004] SCGLR 226 at 228, this Court explained the principle in the following terms:

“Where parties appearing before the appellate judges have filed arguments, cited cases, made submissions and stated their differing positions, the parties would reasonably expect that the appellate court would give indications in the form of reasons as to which of the conflicting positions of the parties had been accepted by the court as the right one. It might not be the best of practices (as the Court of Appeal did in the instant case) to resort to judgment in the form of a memorandum which does not spell out detailed reasons for the stance taken by the appellate justices.”

The above dictum underscores the obligation of courts to provide reasons for their decisions.

[33] My Lords, this Court’s position is by no means unique. It reflects a well-established principle of the common law, of which our legal system forms a part. In Canada, the Supreme Court has repeatedly emphasized that reasons are an indispensable component of judicial decision-making. In R. v. Sheppard, 2002 SCC 26, the Court held that reasons ensure transparency and accountability, permit effective appellate review, and reassure the parties that their submissions have been considered. The Court observed that, while judges are not required to address every argument or piece of evidence, their reasons must be sufficient to explain the basis of the decision and demonstrate that justice has been done.

[34] The United Kingdom has adopted a similar approach. In English v. Emery Reimbold & Strick Ltd [2002] 1 WLR 2409; [2002] EWCA Civ 605, the English Court of Appeal held that the duty to give reasons is an essential aspect of a fair trial. Lord Phillips MR explained that reasons should be sufficient to enable the parties to understand why the judge reached a particular conclusion on the principal issues. The Court stressed that reasoned decisions promote confidence in the judicial process and reduce unnecessary appeals.

[35] To my mind, the duty of judges to give reasons for their decisions is a fundamental principle of the administration of justice. A reasoned judgment demonstrates that the decision is based on law and evidence rather than arbitrariness, enhances public confidence in the judiciary, and enables the parties to understand why they have won or lost. It also facilitates meaningful appellate review and contributes to the development of the law through precedent.

[36] In this case, a consideration of the judgment of the Court of Appeal, contained at pages 166 to 175 of the Record of Appeal, reveals that the Court identified the issues for determination and reached conclusions on them. What is materially lacking, however, is the reasoning process by which the Court arrived at those conclusions. The Court of Appeal justified its failure to provide detailed reasons on the basis that doing so would “involve discussing the said Exhibits A and B in detail and that may prejudge the matter or prejudice the respective cases of the parties.”

[37] With the greatest respect to the learned Justices of the Court of Appeal, that justification cannot be sustained in the circumstances of the present case. The issue before the Court of Appeal was not the determination of the substantive rights and obligations of the parties under the transaction in question. Rather, it concerned the admissibility of certain documents in evidence, and nothing more.

[38] Section 1 of the Evidence Act, 1975 (NRCD 323) recognizes the admissibility of evidence as a question of law to be determined by the court. Accordingly, the Court of Appeal was required to determine whether Exhibits “A” and “B”, having regard to the provisions of the Stamp Duty Act, 2005 (Act 689), as amended, were documents that required stamping before they could properly be admitted into evidence.

[39] That determination did not require the Court of Appeal to decide whether the Respondent was ultimately entitled to succeed in its claim. Neither did it require the Court to determine whether the defences raised by the Appellant were meritorious. The question was a narrow legal one: whether the documents in issue fell within the category of instruments requiring stamping as a condition precedent to their admissibility.

[40] A reasoned determination of that question would not have amounted to a pronouncement on the merits of the substantive dispute. It would merely have explained why the objection to the admissibility of the documents succeeded or failed. The Court of Appeal could therefore have provided reasons for its decision without trespassing upon the merits of the parties’ respective cases.

[41] Indeed, it is through the articulation of reasons that a court demonstrates that it has exercised the necessary restraint. The duty of the court is not to avoid giving reasons but to ensure that the reasons given are confined to the issue properly before it and do not determine matters reserved for the substantive trial.

[42] My Lords, in this case, I am respectfully of the opinion that, had the Court of Appeal given reasons for its decision, the Appellant might well have been satisfied and chosen not to pursue this appeal. The trial at the High Court has remained pending since the Court of Appeal’s decision in March 2025, awaiting the determination of this Court. That delay, in my respectful view, could well have been avoided.

[43] That said, the failure of a court to provide adequate reasons does not necessarily render the entire judgment invalid or automatically require that it be set aside. The consequence of inadequate reasons depends on the circumstances of each case and the effect of that failure on the determination of the issues before the court.

[44] In the present appeal, however, the question of admissibility forms only part of the wider controversy between the parties. The remaining grounds of appeal address the substantive issues that lie at the heart of this appeal and therefore ought to be considered.

[45] I next turn my attention to the consideration of Grounds 1, 2, 3, 5, and 6 together, in the same manner as they were argued by the parties. These grounds of appeal, together with the submissions advanced by both parties, raise one central issue: whether Exhibits “A” and “B” are instruments that require stamping under the Stamp Duty Act, 2005 (Act 689), as amended, or whether they fall within the category of agreements exempt from stamp duty under the First Schedule to the Act.

[46] At the outset, it is important to note that the admissibility of evidence is closely connected to the relevance of the evidence sought to be adduced, although relevance alone does not render evidence admissible. Evidence must also satisfy any applicable constitutional, statutory, or common law requirements governing its admissibility. Thus, a document may be relevant, and even central to the issues in dispute, yet remain inadmissible where the law prescribes a condition precedent to its admission and that condition has not been fulfilled. The admissibility of evidence is, therefore, a question of law to be determined by the trial judge, who must decide whether the evidence tendered satisfies the legal requirements for its admission.

[47] The settled principle is that all relevant evidence is admissible unless its admission is prohibited by the Constitution, statute, a rule of evidence, or the lawful exercise of the court’s discretion. Conversely, evidence rendered inadmissible by law does not become admissible merely because it is relevant or useful to a party’s case. While relevance explains why the evidence is tendered, admissibility determines whether the court may lawfully receive it. The present appeal, therefore, turns on whether the High Court was entitled, as a matter of law, to admit Exhibits “A” and “B” notwithstanding the alleged non-compliance with the Stamp Duty Act.

[48] Section 8 of the Evidence Act, 1975 (NRCD 323), provides that:

“Evidence that would be inadmissible if objected to by a party may be excluded by the Court on its own motion.”

This provision empowers a trial judge to exclude evidence that is legally inadmissible even in the absence of an objection by any of the parties. In Amoah v. Arthur [1987–88] 2 GLR 87, the Court held:

“It was the duty of the trial judge to reject inadmissible evidence which had been received, with or without objection, during the trial when it comes to consider his judgment, and if he failed to do so that evidence would be rejected on appeal because it is the duty of the courts to arrive at decisions based on legal evidence only.”

[49] Whether a document is admissible will therefore depend on whether it is caught by any applicable exclusionary rule. One such statutory exclusionary regime is found in the Stamp Duty Act, 2005 (Act 689), as amended. Section 32 of the Act governs the admissibility of instruments that are chargeable with stamp duty but have not been duly stamped. Section 32(6) provides:

“(6) Except as expressly provided in this section, an instrument— (a) executed in Ghana; or (b) executed outside Ghana but relating to property situate or to any matter or thing done or to be done in Ghana, shall, except in criminal proceedings, not be given in evidence or be available for any purpose unless it is stamped in accordance with the law in force at the time when it was first executed.”

This provision establishes a statutory condition governing the admissibility of instruments that are chargeable with stamp duty. Subject to the exceptions expressly provided in the Act, an instrument liable to stamp duty cannot be admitted in evidence unless it has been duly stamped in accordance with the law.

[50] This Court has consistently affirmed the mandatory nature of these provisions in Lizori Ltd. v. Boye & School of Domestic Science and Catering supra, Woodhouse Ltd. v. Airtel Ghana Ltd. supra, and Nii Aflah v. Benjamin Kwaku Boateng, Civil Appeal No. J4/80/2022, dated 22 March 2023 (unreported). These authorities establish that the provisions of the Stamp Duty Act are clear and unambiguous and must be applied according to their plain meaning. Accordingly, where an instrument that is chargeable with stamp duty has not been duly stamped, and no statutory exception applies, the court is precluded from admitting it in evidence.

[51] Consequently, where a party seeks to tender such an instrument and a proper objection is raised on the ground of non-stamping, the court has no discretion but to reject the document unless the requirements of the Act have been satisfied. The above provisions are however, subject to certain exceptions. In particular, stamping is not a prerequisite for the admissibility of evidence in criminal cases, in addition to the other exceptions provided by law.

[52] The present appeal concerns agreements and whether the documents in issue fall within the category of documents exempt from stamp duty. As correctly recognised by both parties, the resolution of the central issue depends on the proper construction of the Stamp Duty Act, particularly the exemption contained in the First Schedule. The exemption provides as follows:

First Schedule

TABLE OF STAMP DUTIES

[Section 1]

AGREEMENT or memorandum of agreement not specifically charged with a duty, whether it is only evidence of a contract or obligatory on the parties from its being a written instrument ………………………………………………………….. 5 Gp

Exemptions

(1) Agreement or memorandum the subject matter of which is valued less than GH¢50.00.

(2) Agreement or memorandum related to an employment or training of an individual.

(3) Agreement, letter or memorandum made for or related to the sale of any goods, wares or merchandise. [emphasis mine]

[53] The language of the exemption is significant. It does not exempt only a contract for the sale of goods. Rather, it exempts an agreement, letter, or memorandum that is either made for, or related to, the sale of goods, wares, or merchandise. In properly construing the third exemption, one must note its two distinct limbs, namely:

(a) an agreement, letter, or memorandum made for the sale of goods, wares, or merchandise; or

(b) an agreement, letter, or memorandum related to the sale of goods, wares, or merchandise.

[54] The two limbs are joined by the word “or.” Generally, the word “and” is conjunctive, whereas the word “or” is disjunctive. “Disjunctive” means separating alternatives. In statutory interpretation, where two words, phrases, conditions, or clauses are joined by the word “or,” the usual rule is that they are to be read separately and alternatively, rather than cumulatively. In light of this, the phrases “made for” and “related to” must be read disjunctively.

[55] The phrase “relate to,” according to the Oxford Learner’s Dictionary, means “to be connected with something or somebody; to refer to something or somebody.” From this definition, it is clear that to relate to something does not mean that the thing is the subject itself; rather, it denotes a connection or relationship with the principal subject.

[56] If the exemption applied only to a document made for the sale of goods, the additional words “or related to” would serve no purpose. It is a settled rule of statutory interpretation that Parliament does not use words without meaning. The phrase “related to” must, therefore, encompass something that the phrase “made for” does not. The difference between the two limbs is one of directness. A document is “made for” the sale of goods where its purpose is to bring about the sale — that is, where it is itself the contract of sale. A document is “related to” the sale of goods where, although it is not itself the contract of sale, it is connected with such a sale by being supplementary or complementary to it, or by arising out of it. The words “related to” are words of broad import, deliberately chosen to extend the exemption beyond the contract of sale itself to documents connected with that sale.

[57] It is on the second limb of the exemption that the present appeal substantially turns. The Appellant contends that Exhibits “A” and “B” are not, in themselves, contracts for the sale of goods. Emphasis is placed on the title of Exhibit “A” as a “Loan Agreement,” the reclassification of the outstanding balance as a short-term loan, and the provisions relating to repayment, interest, and exchange-rate adjustment. According to the Appellant, those features are more consistent with a loan or financing arrangement than with a contract for the sale of goods.

[58] That argument is not without force. However, it does not answer the statutory question. The exemption is not confined to documents that are themselves contracts of sale. It also extends to documents related to the sale of goods. The proper inquiry is, therefore, not exhausted by asking whether Exhibits “A” and “B” are contracts of sale in the strict sense. The further, and indeed decisive, question is whether they are agreements or memoranda connected with the sale of goods, wares, or merchandise.

[59] The Appellant is correct in submitting that, in matters of stamp duty, the court must be concerned with the substance of the instrument rather than the label attached to it by the parties. However, that principle cuts both ways. The fact that Exhibit “A” is described as a “Loan Agreement” does not, without more, determine its legal character for the purposes of the exemption. The court must examine the substance of the transaction embodied in the documents. If the obligation restructured by the so-called loan agreement was, in truth, the unpaid purchase price of goods supplied, then the document remains one related to the sale of those goods, notwithstanding the title assigned to it.

[60] On the materials before the Court, Exhibits “A” and “B” arose from the Respondent’s supply of raw materials for poultry feed to the Appellant. Such raw materials constitute goods, wares, or merchandise within the ordinary commercial meaning of the exemption. The debt reflected in the documents was not an independent advance of money unrelated to any sale. Rather, it represented the unpaid purchase price of goods previously supplied. The purchase price is an essential incident of a contract for the sale of goods. A document which restructures or provides for payment of the unpaid purchase price of goods sold is, in a real and substantial sense, related to the sale of those goods.

[61] My Lords, Exhibit “B” makes that connection particularly clear. It describes the parties as the “Seller” and the “Buyer”. It refers to the purchase of raw materials and records in the payment schedule that the “Purchases of Raw Materials were sold at” the stated sum of Five Million, Two Hundred and Ninety-Six Thousand, Eight Hundred and Twenty-Two Ghana Cedis (GH¢5,296,822.00). These are not passing references. They disclose the commercial foundation of the documents. Without the original supply of the raw materials, there would have been no unpaid purchase price to restructure and no Transaction Payment Agreement to execute.

[62] It is therefore artificial to sever Exhibits “A” and “B” from the underlying sale of the raw materials. The documents may have converted, reorganised, or restructured the outstanding purchase price into a payment arrangement bearing some features of a loan. However, the source of the obligation remained the sale and supply of goods. The statutory phrase, “related to the sale of any goods, wares or merchandise,” is sufficiently broad to include such documents.

[63] This conclusion does not determine the substantive merits of the Respondent’s claim. It does not determine whether the Appellant is liable for the amount claimed, whether the documents were voluntarily executed, whether they are enforceable, or what weight the trial court should ultimately attach to them. Those are matters reserved for trial. The present question is narrower. It is whether the documents were inadmissible merely because they were not stamped under the “Agreement” head of duty.

[64] For the reasons already given, they were not. Nor is it necessary, for the purpose of this objection, to determine whether Exhibits “A” and “B” could properly have been analysed under some other head of duty, such as that applicable to a promissory note or another financial instrument. The objection, as argued, proceeded solely under the “Agreement” head of duty and the exemption attached to that head. Once the documents fall within Exemption (3) to that head, they are not liable to exclusion under section 32(6) merely for want of stamping as agreements.

[65] Based on the above analysis, I hold that Exhibits “A” and “B” are agreements or memoranda related to the sale of goods, wares, or merchandise within the meaning of Exemption (3) to the “Agreement” head in the First Schedule to the Stamp Duty Act, 2005 (Act 689), as amended. They were accordingly not inadmissible merely because they had not been stamped under that head of duty. The High Court was therefore right to admit them into evidence. vii. Conclusion & Disposition:

[66] To my mind, the foregoing analysis disposes of the appeal, and no useful purpose would therefore be served in discussing Ground 4 of the Notice of Appeal. The said ground is accordingly dismissed.

[67] For the reasons set out above, I am of the considered opinion that the Court of Appeal erred in failing to provide adequate reasons for affirming the decision of the High Court. The question, whether Exhibits “A” and “B” required stamping, was a legal question relating to admissibility. It was distinct from the substantive issues reserved for trial. Although the Court of Appeal was entitled to refrain from making pronouncements that might prejudice the determination of the substantive issues, that caution did not relieve it of its duty to provide adequate reasons on the limited question before it. That error, however, does not, in itself, dispose of the appeal.

[68] My Lords, on the substantive question of admissibility, it is my opinion that Exhibits “A” and “B” fall within Exemption (3) under the “Agreement” head in the First Schedule to the Stamp Duty Act, 2005 (Act 689). Although Exhibit “A” is described as a “Loan Agreement” and Exhibit “B” as a “Transaction Payment Agreement”, their substance and commercial context demonstrate that they arose from, were related to, and were connected with, the sale and supply of raw materials for poultry feed. The obligation recorded or restructured by those documents was the unpaid purchase price of goods sold.

[69] Accordingly, Exhibits “A” and “B” are agreements or memoranda relating to the sale of goods, wares, or merchandise within the meaning of Exemption (3) to the First Schedule to the Stamp Duty Act, 2005 (Act 689). They were, therefore, not rendered inadmissible merely by reason of the absence of stamping under the “Agreement” head of duty. To that extent, the decision of the first appellate court was correct.

[70] Consequently, having regard to the evidence contained in the record of appeal and the analysis above, the instant appeal should be dismissed, and same is dismissed. The decision of the Court of Appeal is accordingly affirmed.

(SGD.) K. T. ACKAAH-BOAFO

(JUSTICE OF THE SUPREME COURT)

(SGD.) G. PWAMANG

(JUSTICE OF THE SUPREME COURT)

(SGD.) PROF. H.J.A.N MENSA-BONSU (MRS.)

(JUSTICE OF THE SUPREME COURT)

(SGD.) E. Y. GAEWU

(JUSTICE OF THE SUPREME COURT)

CONCURRING OPINION

DZAMEFE JSC:

The plaintiff in this appeal issued this writ against the defendant for the following reliefs; –

Recovery of the sum of Eight million, One hundred and Thirty-four Thousand, Six hundred and Fourteen cedis, Eighty-four pesewas (Gh¢8,134,614.84).

Agreed interest rate of 35% on the said sum from February 2023 till date of final payment.

Damages for breach of contract.

Costs including cost of litigation commensurate with the Ghana Bar Association scale of fees.

FACTS

The brief facts of this matter from the pleadings are that the Respondent is an Agribusiness company located in the Kumasi metropolis while the Appellant is a limited liability company registered in Ghana and engaged in the business of the production and sale of fish feed. The Appellant is one of the companies that has received government support and is operating under the One District One Factory (1D1F) programme of the Government of Ghana. The Appellant is a customer of the Respondent. The 2nd Defendant is the owner and director of the Appellant who has at all material times personally been dealing with the Respondent. According to the Respondent the 2nd Defendant through the Appellant ordered for some animal feed and it duly supplied it but the Appellant failed to make payment for the feed supplied at the time it was supposed to and has still not paid the amount owed hence this action.

The Appellant asserted that the amount claimed by the Respondent has no valid basis since it was arrived at based on unilateral computations by the Respondent. It contended that if there has been any breach of contract, it resulted from the Respondent’s threats, duress and high-handed tactics to derail efforts of the Appellant to survive.

After close of pleadings, the Defendants filed and moved a Motion on Notice to Strike out the 2nd Defendant as a party to the Suit which was opposed by the Plaintiff/Respondent. The Court granted the said application and the 2nd Defendant was disjoined from the suit as a misjoinder with cost of GH¢6,000.00 against the Plaintiff/Respondent.

The parties filed their witness statements and after case management conference the trial commenced.

In the process of giving evidence, Obed Asamoah sought to tender some documents as exhibits ‘A’ and ‘B’ and Counsel for the Defendant/Appellant objected on the basis that the said exhibits are not stamped in accordance with Section 32 of the Stamp Duty Act, Act 689. Counsel for the Plaintiff/Respondent responded that the documents are just promissory notes between the parties to the transaction and that they were about goods that the Plaintiff/Respondent had supplied and the Defendant/Appellant ought to pay.

The learned trial Judge overruled the objection stating that Exhibits ‘A’ and ‘B’ fall under the exemption in Section 3 of the first Schedule. He ordered that the witness statement of the Plaintiff’s witness filed on 13/03/2024 be adopted as the evidence-in-chief of the said Plaintiff’s witness. After the said ruling, Counsel for the Defendant/Appellant cross-examined the Plaintiff/Respondent’s witness. The Appellant being dissatisfied with the said ruling appealed against same. The Notice of Interlocutory Appeal was filed on the 14th May, 2024.

The exhibits are the “Loan Agreement between Boris B Farm and Veterinary Supplies Ltd and Beacon Hill Industries Limited” and “Transaction payment Agreement”.

Counsel’s grounds for objection are that the exhibits were not stamped in accordance with Section 32 of Act 689, The Stamp Duty Act. Counsel referred the trial court to the following cases: – LIZORI LIMITED V. BOYE & SCHOOL OF DOMESTIC SCIENCE AND CATERING (2013-2014) SCGLR 889 and WOODHOUSE LTD. V. AIRTEL GHANA LTD. (2017-2018) SCGLR 615.

Counsel for the Respondent stated that those documents are just promissory notes between parties to a transaction. The trial court overruled the objection stating that exhibits ‘A’ & ‘B’ fall under the exemption in Section 3 of the first schedule. The court went ahead and adopted the witness statement of the witness filed on 13/3/24 and adopted same as the evidence-in-chief of the said witness – [page 38 ROA].

NOTICE OF APPEAL

The defendant dissatisfied with the ruling of the trial court filed a notice of appeal to the Court of Appeal.

PART OF DECISION OF THE COURT OF APPEAL COMPLAINED OF

The ruling in respect of the admissibility of the documents entitled “Loan Agreement between BORIS B’s FARMS & VETERINARY SUPPLIES LTD & BEACON HILL INDUSTRIES LTD” and “Transaction Payment agreement”.

GROUNDS OF APPEAL

The ruling of the High Court was against the weight of evidence.

The trial judge erred when he held that the documents titled “Loan Agreement between Boris B’s Farms & Veterinary Supplies Ltd and Beacon Hill Industries Ltd” and “Transaction Payment Agreement” are exempt from the requirement of stamping under the Stamp Duty Act 2005 (Act 689) and admitted same as Exhibit A and B.

The decision of the trial judge to admit the documents titled “Loan Agreement Between Boris B’s Farms & Veterinary Supplies Ltd and Beacon Hill Industries Ltd” and Transaction Payment Agreement” was per incuriam Section 32 of the Stamp Duty Act 2005 (Act 689) and the Supreme Court decisions of Lizori Limited v Boye & School of Domestic Science and Catering (2013-2014) SCGLR 889; Woodhouse Ltd v Airtel Ghana Ltd (2017-2018) SCLRG 615 and Nii Aflah v Benjamin Kwaku Boateng, Civil Appeal No. J4/80/2022 dated March 22, 2023 (unreported).

The trial judge erred when he overruled the objection by Counsel for Appellant in respect to the documents titled “Loan Agreement Between Boris B’s Farms & Veterinary Supplies Ltd and Beacon Hill Industries Ltd” and Transaction Payment Agreement”.

RELIEFS SOUGHT FROM THE COURT OF APPEAL

An order reversing the ruling of the High Court dated May 13, 2024 regarding the admissibility of Exhibits ‘A’ and ‘B’;

An order by the Court of Appeal upholding the objection to the admissibility of Exhibits ‘A’ and ‘B’ and rejecting same as inadmissible.

Any further or other order(s) as this Court may deem fit.

COURT OF APPEAL JUDGMENT

The Court of Appeal was careful not to express an opinion since this was an interlocutory appeal and any pronouncement on the merits of the case at that stage may tend to prejudge the matter or prejudice the respective cases of the parties.

The Court of Appeal delivered itself thus: –

“After a careful study of the said agreements, it is clear that exhibit ‘A’ and ‘B’ are promissory notes between the parties herein for goods supplied by the plaintiff/respondent to the defendant/appellant. We have no shadow of doubt in our minds that exhibits ‘A’ and ‘B’ are agreements related to the scale of goods. The facts and circumstances of this matter support this conclusion”.

The Court of Appeal concluded that the ruling of the High Court was not against the weight of evidence and that the trial judge did not err when he held that the two documents are exempt from the requirement of stamping under the Stamp Duty Act 2005 (Act 689) and admitted same as Exhibit ‘A’ & B‘.

The Court of Appeal dismissed the appeal accordingly.

NOTICE OF APPEAL (SUPREME COURT)

The appellant, aggrieved and dissatisfied with the Court of Appeal judgment dated March 20th 2025 mounted this appeal to this court.

GROUNDS

The judgment of the Court of Appeal is against the weight of evidence.

The finding by the Court of Appeal that Exhibit A titled “Loan Agreement between Boris B’s Farms & Veterinary Supplies Ltd. and Beacon Hill Industries Ltd.” and Exhibit B titled “Transaction Payment Agreement” are promissory notes is erroneous.

The finding by the Court of Appeal that Exhibit A titled “Loan Agreement between Boris B’s Farms & Veterinary Supplies Ltd. and Beacon Hill Industries Ltd.” and Exhibit B titled “Transaction Payment Agreement” are “agreements related to the sale of goods” is erroneous.

The justices of the Court of Appeal erred when they held that the decision of the trial judge to admit the unstamped documents titled “Loan Agreement between Boris B’s Farms & Veterinary Supplies Ltd. and Beacon Hill Industries Ltd.” and “Transaction Payment Agreement” was not per incuriam Section 32 of the Stamp Duty Act, 2005 (Act 689) and the Supreme Court decisions of Lizori Limited v. Boye & School of Domestic Science and Catering (2013-2014) SCGLR 889; Woodhouse Ltd. v. Airtel Ghana Ltd. (2017-2018) SCGLR 615 and Nii Aflah v. Benjamin Kwaku Boateng, Civil Appeal No. J4/80/2022 dated March 22, 2023 (unreported).

The Court of Appeal erred when it held that Exhibits A and B are ‘promissory notes’ and ‘agreements related to the sale of goods’ and therefore exempt from stamping under Exemption 3 to the First Schedule of the Stamp Duty Act 2005 (Act 689).

The Court of Appeal erred in law when it held that Exhibits A and B, are “Promissory Notes” and “agreements related to sale of goods” and therefore exempted from stamping under the Stamp Duty Act 2005 (Act 689).

Particulars of error of law

Promissory Notes are security instruments that requires stamping under Act 689.

A Promisory Note is independent of the underlying transaction or relationship and therefore Exhibits A and B being promissory notes cannot also be “agreements related to the sale of goods”.

A Promisory Note is an unconditional order which does not create any obligations on the payee, but the said Exhibits A and B created obligations for the payee.

The Justices of the Court of Appeal failed to discharge the judicial function imposed on them by their failure to give reasons for their determination that Exhibits A and B are ‘Promissory Notes’ and ‘agreements related to sale of goods’ and therefore exempt from stamping.

The Justices of the Court of Appeal erred when in the absence of any analysis of the grounds of appeal or reasons given in their judgment, the justices stated that “Based on our analysis, all the grounds of appeal fail and are dismissed”.

The Justices of the Court of Appeal erred when they stated that to give reasons for their determination that the documents (Exhibits A and B), the subject matter of the appeal, are ‘promissory notes’ and ‘agreements related to sale of goods’ would prejudge the substantive matter pending at the High Court for determination.

Further or additional grounds of appeal may be filed upon receipt of the record of appeal.

The appellant wants this court to reverse the decision of the Court of Appeal dated 25th March 2025 and to uphold the objection to the admissibility of exhibits ‘A’ & ‘B’ and rejecting same as inadmissible.

SUBMISSIONS

Grounds 7, 8, & 9

Appellant argued grounds 7, 8, and 9 together.

Counsel submits that these grounds of appeal centers on the failure by the Justices of the Court of Appeal to provide reasons for their conclusion that the said exhibits ‘A’ & ‘B’ are “promissory notes” and “agreement related to the sale of goods” and therefore exempt from stamping under the Stamp Duty Act 2005 (Act 689). Counsel said further that the Court of Appeal failed to give reasons for rejecting the arguments by counsel for the appellant and affirming the ruling of the trial High Court. Counsel submits further that the failure by the Lordships at the Court of Appeal to give reasons for their decision is a neglect or abandonment of their sacred judicial function.

Counsel for the respondent in his response submits that the appellants’ criticism was unfair and harsh considering the reasons behind the decision of the Court of Appeal. He said, it is not uncommon for an appellate court to refrain from giving reasons for their decision in an interlocutory matter especially when the substantive matter is still before the trial court. Appellate courts, he averred, often refrain from assigning detailed reasons for a ruling in an interlocutory appeal to avoid pre-judging the substantive matter. Counsel submits further that if an appellate court gives a detailed reasoned judgment on an interlocutory matter, it risks making premature findings of fact or law. Such findings could bind the lower court or influence the final judgment, thereby compromising the impartiality of the final trial.

ANALYSIS

The main issue that necessitated this instant appeal was whether exhibits “A” and “B” required stamping as prescribed by the Stamp Duty Act, which is Stamp Duty Act, 2005 (Act 689). The relevant portion of that Act relating to the instant appeal is Section 32(6). Which states; –

“Except as expressly provided in this section an instrument.

Executed in Ghana or

Executed outside Ghana but relating to property situate or to any matter or thing done or to be done in Ghana,

Shall except in criminal proceedings, not be given in evidence or be available for any purpose unless it is stamped in accordance with the law in force at the time when it was first executed”.

From the evidence on record, exhibit ‘A’ is titled “Loan Agreement between Boris B’s Farms & Veterinary Supplies Ltd & Beacon Hill Industries Ltd” and Exhibit ‘B’, “Transaction Payment Agreement”.

The learned trial Judge in his ruling held that “Exhibits ‘A’ & ‘B’ fall under the exemption in Sections 3 of the “First schedule” to Act 689 and therefore does not require stamping.

The said exemption in Section 3 provides as follows; –

“Agreement, letter or memorandum made for or relating to the sale of any goods, wares or merchandise” are exempt from being charged with a duty, hence exempt from stamping”.

The Court of Appeal in the judgment said “after a careful study of the said agreements, it is clear that exhibits ‘A’ and ‘B’ are promissory notes between the parties herein for goods supplied by the plaintiff/respondent to the defendant/appellant”. The Court of Appeal went on further to state that “we have no shadow of doubt in our minds that exhibits ‘A’ and ‘B’ are agreements related to the sale of goods. The facts and circumstances of this matter support this conclusion”.

We cannot but agree with the findings of the lower courts and we do not see any errors in their respective decisions. Both exhibits are agreements made between the parties concerning merchandise traded between them. The Act exempts agreements, letter or memorandum related exclusively to the sale of goods, wares or merchandise.

The general rule is that failure to stamp a document can invalidate its use as legal evidence in court and restraints its registration at institutions like the Lands Commission. However, there are exemptions as specified by the Act and one such exemption is agreements, letters or memorandum related exclusively to the sale of goods, wares or merchandise as stated earlier. This is specifically Section 3 of the First schedule of the Act.

A transaction payment agreement specifically concerning debt owed by a buyer for the purchase of goods, like exhibit ‘B’ does not attract stamp duty in Ghana. Under the Act, this type of document falls under a strict statutory exemption. Agreements, letter or memorandum of agreement made for or related to the sale of any goods, wares or merchandise are completely exempt from stamp duty. This is so because the payment agreement explicitly restructures, schedules, or acknowledges a debt directly resulting from buying goods, and it remains “related to the sale of goods” and qualifies for the exemption.

The lower courts were thus right in their respective decisions that exhibits ‘A’ and ‘B’ were exempt from stamp duty and therefore admissible into evidence. That ground of appeal lacks merit and same is dismissed.

The appellant was also aggrieved that the justices of the Court of Appeal failed to discharge their judicial function imposed on them by their failure to give reasons for their determination that exhibits ‘A’ & ‘B’ are ‘Promisory Notes” and agreements related to sale of goods and therefore exempt from stamping.

The Court of Appeal gave reasons for not giving detailed reasons for their decision as according to them it may prejudge the matter or prejudice the respective cases of the parties. The court said it was important not to provide further substantive reasons for their decision because the trial court was yet to determine what weight to attach to the said exhibits after evaluating the totality of evidence adduced.

This is an interlocutory appeal and the Court of Appeal cannot be more apt by its approach and reasoning. Interlocutory is defined as provisional, interim, temporary, not final but something intervening between the commencement and the end of the suit which decides some point or matter, but is not a final decision of the whole controversy. An Interlocutory appeal is an appeal of a matter which is not determinable of the controversy, but which is necessary of a suitable determination of the merits. An interlocutory order is normally an order in procedure, an order in aid of the courts process and for the proper conduct of the proceedings. Interlocutory decision always affects, either for protection, or as an aid to, the rights of the parties pending the determination of the suit

– VANDEPUIJE VRS AKWEI [1971] 1 GLR 242 AT 248 PER HAYFRON BENJAMIN J.

It is trite that when an appeal is interlocutory, the appellate court must approach such an appeal with extreme caution, generally avoiding statements that may pre-judge or prejudice the main trial since that was still on going. This is to avoid the tendency of the appellate court deciding the substantive issues while it was still pending before the trial court, which will amount to judicial interference. This simply is when a higher court meddles in the evidentiary findings of lower trial courts. There is the need to protect the integrity and jurisdiction of the lower courts.

A detailed reasoning by an appellate court in interlocutory appeals has the tendency and risk of making premature findings of both fact or law and such findings could bind the lower court or influence the final judgment thereby compromising the impartiality of the final decision. There is even the danger, though rare, of truncating the trial if the appellate court’s decision in an interlocutory appeal before it determines the substantive issues for trial.

A cardinal principle of law is that an appellate court, hearing interlocutory applications during the pendency of a substantive suit ought to be extremely careful not to prejudge the case. It ought therefore to guard against making definite findings on questions or issues which properly could be made at the hearing of the substantive suit.

See REP VRS HIGH COURT, TEMA, EX PARTE KOFI [1999/2000] 1 GLR 61-68

Appellate courts must be extremely careful when dealing with interlocutory appeals before them so that they do not stray or be trapped into the domain of the main case before the lower court. Appellate courts must limit their jurisdiction and authority within the context of the interlocutory matter before them and not to be tempted to say anything that will have any effect on the substantive matter for trial pending before the lower court. This may lead to the usurpation of the powers and authority of the court below. In the instant case, the Court of Appeal not giving detailed reasons for its decision, which was rightfully so, certainly was not a neglect or an abandonment of their sacred judicial function as alleged by the appellant.

That ground of appeal is dismissed as unmeritorious.

Ground 1,2,3,5 &6

The analysis and decision of the court in the earlier grounds of appeal has effectively taken care of these further grounds and there is no need to waste the courts time on same.

Those grounds lack merit and same are all dismissed.

On the totality of evidence before the court, this appeal lacks merit and same is dismissed in its entirety. Case to take its normal course.

(SGD.) S. DZAMEFE

(JUSTICE OF THE SUPREME COURT)

COUNSEL

PHILIP JIMANOR ESQ. FOR THE DEFENDANT/APPELLANT/APPELLANT

WITH MERCY ANKOMAH ESQ., AFIA DEDE ASAMOA ESQ., TRACY SYRITTA PALM ESQ. AND PORTIA NARKIE KUMAH ESQ.

MICHAEL AKOSAH ESQ. FOR THE PLAINTIFF/RESPONDENT/RESPONDENT