I do not, however, with great respect to him, agree that the conduct of Pinamang and Abrokwa was evidence which proved “oppression” within the meaning and intendment of section 218 of Act 179. The conduct complained of which the learned trial judge found overwhelmingly proved by the evidence before him showed very clearly that Pinamang and Abrokwa each wilfully and recklessly breached section 213 of Act 179. In those circumstances the remedy open to the applicants was to resort to section 219 of Act 179, and not to apply to the High Court pursuant to section 218 of Act 179 for the reliefs claimed in the application. The learned trial judge in hearing and determining the application under section 218 of Act 179 misdirected himself on the relevant and applicable law.
The other dimension to the complaints made by the applicants related to the conduct of Pinamang in his business dealings with the company. In the view of the applicants, the conduct of Pinamang in this respect was evidence of oppressive conduct on the part of a shareholder director against the applicants. A careful examination of the long list of complaints shows that these pieces of evidence support a case of Pinamang obtaining and gaining collateral advantages from the company. The decided cases to which I have made reference held that complaints of this specie and nature are not complaints which support oppressive conduct and are therefore not remediable under section 218 of Act 179 or section 210 of the English Act.
It is established by the decided cases that failure on the part of an applicant to bring his complaint as well as himself within any of the categories spelt out above is fatal to his application in the sense that the application is incompetent and misconceived.
The petitioner has to show that the affairs of the company are being conducted in a manner oppressive to some part of the members (including himself). This has been interpreted as meaning that there must have been a course of oppressive conduct and one isolated act, even if oppressive will not suffice ... Further, a series of oppressive acts will not be sufficient unless they constitute a chain of events which continue right up to the presentation of the petition.” It will be seen that to bring an application under section 218 of Act 179 the applicant must adduce evidence seeking to show a chain of events and occurrences of harsh and burdensome conduct which continued up to the date of the presentation of the petition.
In In re West Coast Dyeing Industry Ltd. (supra), Osei-Hwere J.A. (as he then was) observed as follows: “The term ‘officers’ in [section 218(1)(a)] if read in the context of the whole section makes it clear that the oppression complained of must be in disregard of the interests of the member or members as officers of the company to bring the section into play.” In my opinion, Abrokwa failed to bring his complaints against Pinamang within the ambit of section 218 of Act 179. In the light of the nature of the complaints he made, his right was to resort to the remedies provided under section 216 of Act 179.
First the matters complained of must affect the person or persons alleged to have been oppressed in his or their character as a member or members of the company. Harsh or unfair treatment of the petitioner in some other capacity, as for instance a director or a creditor of the company, or as a person doing business or having dealings with the company, or in relation to his personal affairs apart from the company, cannot entitle him to any relief under section 210.
The complaint made by Abrokwa that he Abrokwa was demoted by Pinamang acting without authority was not a mischief that could be remedied by resort to section 218 of Act 179. On this issue, the decision in Re Bellador’s case (supra) and also the decision in Re Five Minute Car Wash case (supra) provided an authoritative statement of the law. The complaints should have been rejected as misconceived by the learned trial judge.
The interpretation of the law is illustrated by the case of Aboagye v. Tetevi [1976] 1 G.L.R. 217. In that case, the secretary of a company who was also a shareholder of the company brought an application pursuant to sections 217 and 218 of Act 179. A preliminary objection was raised as to the capacity of the applicant to bring the application. After hearing arguments and submissions the court held at 219 in part that: “ . . . a member or shareholder who is also a director or secretary or employee can bring an application under section 218 of the Code to protect his interests in the company . . .” It will be noticed that “an employee” who was also a member of the company was held competent to bring an application under section 218 of Act 179. The same issue was raised in the earlier Court of Appeal case of Okudjeto v. Irani Brothers Ltd. [1975] 1 G.L.R. 96, C.A. The Court of Appeal held that an application under section 218(1) of Act 179 could properly be brought by either a member or a debentureholder of the company but not by the company itself.
