[2026] SLR (SC) 46Supreme Court - Ghana2026 SC - GHANA

VEHRAD TRANSPORT AND HAULAGE LIMITED vs. HIPPO LIMITED & ANOR

10 June 2026 · KULENDI JSC · ≈ 31 min read

Cite as[2026] SLR (SC) 46

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OSCOLAVEHRAD TRANSPORT AND HAULAGE LIMITED v HIPPO LIMITED & ANOR [2026] SLR (SC) 46

APAVEHRAD TRANSPORT AND HAULAGE LIMITED v HIPPO LIMITED & ANOR, [2026] SLR (SC) 46 (Ghana).

BluebookVEHRAD TRANSPORT AND HAULAGE LIMITED v HIPPO LIMITED & ANOR, [2026] SLR (SC) 46 (Ghana Sup. Ct. 2026).

Linkhttps://superlawgh.com/slr/2026/sc/46/

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IN THE SUPERIOR COURT OF JUDICATURE

IN THE SUPREME COURT

ACCRA – A.D. 2026

CORAM: PWAMANG JSC (PRESIDING)

KULENDI JSC

GAEWU JSC

KWOFIE JSC

AMALEBOBA JSC

CIVIL APPEAL

NO. J4/24/2025

10TH JUNE, 2026

IN THE MATTER OF SUIT NUMBER TBFS/01/2017 INSTITUTED BY STANDARD CHARTERED BANK LTD V HIPPO LIMITED AND DR. KOFI SARPONG

AND

IN THE MATTER OF AN APPLICATION FOR AN ORDER OF DELIVERY UP AND POSSESSION BY VEHRAD TRANSPORT AND HAULAGE LIMITED

BETWEEN

VEHRAD TRANSPORT AND ……………. APPLICANT/APPELLANT/

HAULAGE LIMITED RESPONDENT

VRS

1. HIPPO LIMITED RESPONDENTS/RESPONDENTS/

APPELLANTS

2. DR. KOFI SARPONG

JUDGMENT

KULENDI JSC:-

INTRODUCTION:

This is an appeal against the Judgement of the Court of Appeal, Kumasi coram; Gbiel Simon Suurbaareh JA (Presiding), Yaw Darko Asare JA and P.K Baiden JA dated 21st December, 2023 which overturned the earlier judgment of the High Court entered in favor of the Respondents/Respondents/Appellants (hereinafter called “the Appellants”) and proceeded to grant the application filed by the Applicant/Appellant/Respondent (hereinafter referred to as “the Respondent”) for an “order for delivery up and possession” of the disputed warehouse.

BACKGROUND:

The Respondent filed a motion on notice for an order of Delivery up and Possession pursuant to Order 45 rule 12(3) of C.I 47 in relation to the disputed warehouse on the 25th day of May,2022 at the High Court, Commercial Division, Kumasi.

The said provision stipulates as follows:

“If the property sold consists of immovable property in the possession of the judgment debtor, or some person on the judgment debtor’s behalf or some person claiming under a title created by the judgment debtor after the attachment of the property, the Court shall, on the application of the purchaser, order delivery to be made by putting the purchaser, or any person whom the purchaser may appoint to receive delivery on the purchaser’s behalf, in possession of it, and, if need be, by removing any person who may refuse to vacate the property.”

It is the case of the Respondent that as a result of the consent judgement obtained by Standard Chartered Bank against the Appellant in suit No. TBFS/01/2017; STANDARD CHARTERED BANK VRS. HIPPO LTD AND DR. KOFI SARPONG, the Parties in the above-mentioned suit negotiated terms of settlement and the final terms of settlement was subsequently adopted by the High Court, Kumasi as consent Judgement on the 3rd day of November, 2017.

The terms of the settlement which were adopted as consent judgement stupilates as follows;

The Defendants shall each or jointly pay the plaintiff the sum of US$ 6 million (Settlement Sum) on or before 15th January 2018 without any deductions or withholdings whatsoever.

This Settlement Sum shall be paid as full and final satisfaction of the outstanding debt claimed in this suit.

Upon receipt of the Settlement Sum by the Plaintiff according to 1above, the Plaintiff agrees to release the Defendants from all liability to the Plaintiff in connection with this suit.

Upon receipt of the Settlement sum according to 1 above, the Plaintiff shall discharge the two mortgages currently held over the Defendants properties namely:

Parcel No.1, Block 2, Section 040, Tema Industrial Area IND/64/90-91 (the Warehouse), pursuant to a Deed of Mortgage dated 27 July 2012 and supplemented by a Supplemental Debenture dated 15* December 2016

Property known as Plot No 42 Block VII, Ehwimasi pursuant to a Deed of Mortgage dated 11th July 2005.

The Plaintiff’s reasonable legal and administrative costs associated with the release and/or discharge of the aforementioned mortgages and debenture shall be paid by the Defendants each or jointly within Twenty-One (21) days of the Plaintiff providing Defendants with copies of the applicable invoices.

The Defendants agree to preserve and, immediately upon request, provide to the Plaintiff or to any party nominated by the Plaintiff all and any documents and/or information Defendants have which relate to consignments which were the subject of the loans that are discharged by way of this settlement.

In the event of any default by the Defendants to pay the full settlement sum by 15th January 2018 or any other breach of their settlement, the whole outstanding amount claimed in this suit together with the accrued interest shall immediately become due and the Plaintiff shall be entitled to levy execution against the Defendants for the total outstanding amount and to enforce all its collateral through any preferable modes.

The Respondent contends that the Appellants were expected to pay the bank but failed to do so, prompting the Bank to go into execution of the consent judgement and in the process, attached the Appellants’ warehouse located at Tema Industrial Area.

Before the warehouse could be auctioned however, the Ghana Revenue Authority (GRA) filed a Notice of Claim over the warehouse claiming interest in the property. The bank disputed the claim of GRA but due to the failure of GRA to attend court on several occasions, the Honourable Court on 10th February,2021 dismissed GRA’s claim over the warehouse.

The Respondent asserts that they were the highest bidder at the public auction sale of the warehouse that was conducted on the 27th day of May,2021 and after paying price of Seventeen Million Three Hundred Thousand Ghana Cedis (GHC 17,300,000.00), they were issued with a Certificate of Purchase to that effect.

The Respondent has strenuously argued that since it purchased the said warehouse, it has not been able to take vacant possession of same to enable it enjoy the right title and interest in the property as a result of the Appellants encumbering its access and right to possession of same.

According to the Respondent, the High Court, on the 19th day of May, 2022 after hearing the application for interlocutory injunction which was brought by the Appellants concluded the Respondents were at liberty to take vacant possession of the warehouse. In clear defiance of the said ruling, the Appellants and their agents, assigns, workmen and privies have insisted on remaining in the said property hence the application for delivery up and possession

On the other hand, the Appellants contend that the application brought by the Respondent was unfounded, alien to the rules of Court and without merit. According to the Appellants, Standard Chartered Bank proceeded into execution of the consent judgment against the Appellants and attached its warehouse complex. In the course of execution, the Ghana Revenue Authority per the Commissioner General pursuant to sections 52 and 53 of the Revenue administration Act, 2016 (Act 915) issued “warrant of charge over assets” against the Appellants and created a charge over the warehouse owned by the Appellants.

Following the execution carried out by the Ghana Revenue Authority, the Appellant; by a judicial review application titled CM/MISC/0423/2020; IN THE MATTER OF AN APPLICATION INVOKING THE JUDICIAL REVIEW JURISDICTION OF THE HIGH COURT BETWEEN HÍPPO TRANSPORT LIMITED VRS. THE COMMISSIONER-GENERAL, GHANA REVENUE AUTHORITY filed at its instance at the High Court, Accra challenged the decision of the Commissioner-General that culminated in the assessed Tax Liability leveled against it by the Ghana Revenue Authority consequent upon which it had proceeded into the execution.

The Appellants state that, the Honourable High Court accordingly determined the said judicial review application on 22nd May, 2020 and per its ruling ordered that the warehouse be locked-up until re-assessment is carried out by the Ghana Revenue Authority.

It is the case of the Appellants that at all material times to the date of filing of the application for delivery up and possession, that court order has remained in force and the warehouse has been locked without interference from any person. Subsequently, it came to the attention of the Appellants that the Respondent had acquired the warehouse through a purported public auction sale apparently conducted by an auctioneer arising from the suit titled TBFS/01/2017; STANDARD CHARTERED BANK VRS. HIPPO LTD AND DR. KOFI SARPONG.

The Appellants aver that by reason of the earlier Judicial Review application; the purported publication is illegal and fraudulent and practically impossible since the warehouse has been under a seal from the Ghana Revenue Authority.

Consequently, in September 2021, the Appellants instituted substantive proceedings in the High Court, Tema, against Standard Chartered Bank, the Respondent and the auctioneer, challenging the validity of the execution and auction sale. They also applied for an interlocutory injunction intended to restrain the Respondent and its agents from taking possession of the warehouse pending the determination of that substantive action. The High Court refused the injunction on 19th May 2022 and directed, in substance, that the Respondent could take possession pending the determination of the suit. The Appellants thereafter lodged an interlocutory appeal against that ruling.

For the purposes of the application brought under Order 45 however, it was the position of the Appellant that by virtue of the High Court, Accra placing the warehouse under lock, the purported public auction sale of the said property is illegal, fraudulent and impossible.

RULING OF THE HIGH COURT, KUMASI

On the 20th day of September,2022, the court delivered its ruling and held as follow;

“In this matter the respondent has pleaded fraud and collusion, and it is my view that it cannot be brushed aside and and/or overlooked, to grant the application when there has not been a definite pronouncement on the allegation.

Accordingly, the instant application cannot be granted when the issue of fraud raised against the process: by the Defendant/Applicant has not been properly determined. The application is therefore refused.”

JUDGEMENT OF THE COURT OF APPEAL, KUMASI

Aggrieved by the judgment of the High Court, the Respondent lodged an appeal before the Court below. Accordingly, Court of Appeal, on the 21st day of December, 2023 allowed the appeal on the following terms;

“Having formed a clear view, as we have done that there is no arguable case against the legitimacy of the Appellant’s application for an order for delivery up and possession of the disputed warehouse, it would be quite wrong to allow that application to go to trial, and no doubt to yet another appeal. Such an approach would certainly run counter to the overriding policy considerations underlying the provisions of Order 45 Rule 12(3) of C.I. 47, which is to prevent undue interference where an innocent purchaser has validly acquired property at a court sanctioned auction sale”

“In the circumstance therefore, we consider this an appropriate case where the Court of Appeal should not hesitate to substitute its own view for that of the learned trial Judge. We therefore allow the appeal, and hold that the application filed by the Appellant herein dated the 25th of May 2022, for an order for delivery up and possession of the disputed warehouse, succeeds and must be allowed. The Ruling of the High Court Kumasi dated the 20th of September 2022 is hereby set aside”

GROUNDS OF APPEAL

Dissatisfied with the judgment of the Court of Appeal, the Appellant appealed the decision of the lower appellate Court on the following grounds:

The Court of Appeal is against the weight of evidence.

The Learned Justices of the Court of Appeal exercised their discretion wrongly when they allowed the appeal when the issue of fraudulent execution was yet to be determined

Additional grounds of appeal may be filed on receipt of the Record of Appeal

APPELLANTS SUBMISSIONS:

The Appellants’ essential case before this Honourable Court is that the Court of Appeal erred when it overturned the decision of the High Court, Kumasi, and proceeded to allow the Respondent’s application for delivery up and recovery of possession of the disputed warehouse.

The Appellants contend that the Court of Appeal ought not to have granted delivery up and possession of the warehouse when the very validity of the execution and auction from which the Respondent derived its asserted title remained the subject of substantive proceedings before the High Court, Tema. In their view, allegations of fraud ordinarily raise triable issues which ought not to have been conclusively determined through an interlocutory application. They therefore maintain that the Court of Appeal effectively permitted the Respondent to obtain the benefit of the very transaction whose legality and validity remained under judicial challenge.

The Appellants further contend that the judgment of the Court of Appeal was against the weight of the evidence. Their argument is that the Court of Appeal failed to adequately evaluate the cumulative effect of the GRA charge, the High Court order requiring the warehouse to remain locked pending reassessment, the alleged continued sealing of the premises, and the pending substantive proceedings challenging the auction. According to the Appellants, these matters provided sufficient evidential foundation for their allegations concerning the irregularity and alleged fraud surrounding the auction and, at the very least, require those questions to be determined at trial rather than effectively resolved through the application for possession.

The Appellants have also mounted a procedural challenge to the judgment of the Court of Appeal. They contend that although they had filed their Written Submissions in the appeal, the Respondent’s submissions were never served upon them, and neither they nor their Counsel were therefore afforded the opportunity to respond before judgment was delivered on 21st December, 2023. They accordingly argue that the Court of Appeal determined the appeal in breach of the audi alteram partem rule and the requirements of natural justice.

The Appellants contention is that because the appeal was determined without service of the Respondent’s Written Submissions and without affording them an opportunity to answer the case advanced against them, the Court of Appeal wrongly assumed jurisdiction and/or acted in excess of its jurisdiction. On that footing, they contend that the resulting judgment is a nullity and ought to be set aside irrespective of the substantive merits of the dispute.

Ultimately, therefore, the Appellants invite the Supreme Court to intervene on two principal bases: first, that the Court of Appeal’s decision cannot be sustained upon a proper evaluation of the evidence, particularly given the unresolved allegations concerning the validity and alleged fraudulent character of the execution and auction sale; and second, that the proceedings culminating in the judgment of 21st December, 2023 were fundamentally defective because the appeal was determined without the Appellants having been afforded a fair opportunity to answer the Respondent’s Written Submissions.

RESPONDENT’S SUBMISSIONS:

The Respondent raises, as a preliminary objection, the competence of the appeal before this Court.

Counsel submits that the application for delivery up and possession was interlocutory in character, since it did not finally determine the substantive rights of the parties, but was intended to regulate possession of the warehouse pending the determination of the substantive action challenging the judicial sale. It is therefore contended that the appeal against the decision of the Court of Appeal, ought to have been filed within the statutorily prescribed period of twenty-one days. The judgment of the Court of Appeal having been delivered on 21st December, 2023, the Respondent maintains that the Notice of Appeal filed on 12th January, 2024 was filed one day out of time and is consequently incompetent. This Court is accordingly invited to dismiss the appeal in limine.

On the merits, the Respondent’s case is that the warehouse was lawfully attached in execution of a consent judgment obtained by Standard Chartered Bank against the Appellants and thereafter sold by judicial auction. The Respondent emerged as the highest bidder, paid the sum of GH¢17.3 million and was issued with a Certificate of Purchase. Having been resisted in its efforts to take possession, the Respondent applied under Order 45 rule 12(3) of C.I. 47 for delivery up and possession of the property. It is submitted that, as purchaser at a judicial sale, the Respondent was entitled to the protection of the Court and to possession of the property acquired through its process.

The Respondent disputes the Appellants’ contention that the judicial sale was tainted by fraud or illegality. Counsel argues that the particulars relied upon by the Appellants disclosed no specific fraudulent act attributable either to the Respondent or to the Deputy Sheriff who conducted the sale. The Respondent further submits that the order made in the GRA judicial review proceedings did not prohibit the attachment or sale of the warehouse; it merely required the premises to remain closed during the reassessment of the Appellants’ tax liability.

In any event, the judicial sale occurred more than a year after that order had been made and the mere existence of the Tema High proceedings challenging the sale, without more, could not therefore defeat the Respondent’s entitlement to possession or deprive it of the benefit of a judicial sale which had not been set aside.

The Respondent accordingly supports the conclusion of the Court of Appeal that the trial court erred in refusing delivery up solely because allegations of fraud remained pending before the High Court, Tema. It is submitted that an unproven allegation of fraud could not, by itself, justify withholding possession from a purchaser who had paid the full purchase price and obtained a Certificate of Purchase.

The Respondent further avers that the Appellants’ conduct, in first resisting possession and only subsequently commencing proceedings to impeach the sale, is an attempt to frustrate the Respondent’s enjoyment of property lawfully acquired through the process of the Court.

In answer to the ground that the judgment was against the weight of evidence, the Respondent submits that the burden lies upon the Appellants to identify the particular evidence which the Court of Appeal wrongly evaluated or failed to consider. According to the Respondent, the Court of Appeal examined the affidavit evidence, the judicial review proceedings, the circumstances of the judicial sale and the pending proceedings before the High Court, Tema. Therefore, no material evidential error has therefore been demonstrated which would warrant interference by this Court.

The Respondent also rejects the Appellants’ complaint that the proceedings before the Court of Appeal offended the rules of natural justice. Counsel relies on the record of proceedings as showing that the Appellants were served with the relevant processes, were represented by counsel when the appeal was called and that the Court of Appeal satisfied itself that the requisite hearing notices had been duly served. The Respondent therefore submits that the Appellants were not denied an opportunity to be heard and that no jurisdictional defect attended the proceedings or the resulting judgment.

In conclusion, the Respondent invites this Court to hold that the Appellants have failed to establish any error in the judgment of the Court of Appeal. The Respondent consequently prays that the appeal be dismissed and the judgment granting delivery up and possession of the warehouse be affirmed; alternatively, and anterior to the merits, that the appeal be dismissed as having been filed outside the period prescribed for an interlocutory appeal.

EVALUATION:

Before turning to the substantive merits of the appeal, there are two preliminary objections, each bearing directly upon jurisdiction, which require our immediate consideration. The first is raised by the Appellants, who contend that the judgment of the Court of Appeal was pronounced in breach of the rules of natural justice and is, for that reason, a nullity. The second is raised by the Respondent, who challenges the competence of the present appeal and, consequently, the proper invocation of this Court’s appellate jurisdiction, on the ground that the judgment appealed from was interlocutory and that the appeal was filed outside the period prescribed by law.

These objections are logically anterior to any consideration of the substantive grounds of appeal. The first calls into question the validity of the proceedings and judgment from which the present appeal emanates; the second concerns whether this Court has been lawfully seised of the appeal at all. Either objection, if upheld, may dispose of the matter without the necessity of examining the merits.

We shall, accordingly, address the two objections briefly and seriatim: first, the Appellants’ complaint founded upon the alleged breach of natural justice; and second, the Respondent’s objection to the competence of the appeal and the invocation of this Court’s jurisdiction.

The Appellants contend that the judgment of the Court of Appeal was delivered in violation of their right to be heard, principally because the Respondent’s Written Submissions before that Court had allegedly not been served upon them. A cursory examination of the proceedings of the Court of Appeal on 17th October 2023, however, does not support that complaint.

When the appeal was called for hearing, the present Respondent, who was the Appellant before the Court of Appeal, was represented by one Marbel Beatrice Quarshie, Legal Officer and the representative of the Appellants herein (therein the Respondents) was absent. Again, the Respondent was represented by Lawyer Osafo Buaben whilst legal Counsel for the Appellant was conspicuously absent.

More significantly, the Court of Appeal in adjourning the matter, made the following observations:

“Even though the Respondents have been duly served with the written submissions of the appellant and have not filed any response, in view of the fact that, they have not been notified that the appeal is coming on today, the court will adjourn the appeal sine die and direct that hearing notice be served on them.”

The Court of Appeal was therefore satisfied, upon the material before it, that the present Appellants had been duly served with the Written Submissions filed by the Respondent, but had elected not to file any response. In those circumstances, the mere fact that they did not avail themselves of the opportunity afforded them cannot be transmuted into a denial of the right to be heard. It is trite learning that whilst the rules of natural justice require that a party be given a fair and reasonable opportunity to present its case; they do not compel the party to take advantage of that opportunity.

It follows that there is no substance in the contention that the Court of Appeal determined the appeal without recourse to the Appellants’ right to be heard. The objection founded upon an alleged breach of natural justice is accordingly dismissed.

We turn next to the jurisdictional objection raised by the Respondent. The substance of the objection is that, since the application which precipitated the appeal before the Court of Appeal was interlocutory in character, the judgment subsequently delivered by the Court of Appeal upon that appeal was itself necessarily interlocutory. On that premise, the Respondent contends that the present appeal ought to have been lodged within the twenty one day period prescribed for appeals from interlocutory decisions and, having been filed outside that period, is incompetent.

With respect to learned counsel for the Respondent, the argument appears to conflate the character of an interlocutory decision at first instance with the character of the judgment subsequently rendered upon an appeal from that decision. The two are not necessarily coterminous. The mere fact that the decision which generated an appeal was interlocutory does not, without more, impress that same character upon the appellate judgment which finally determines the controversy brought before the appellate court.

The applicable test is by now well settled. In Opoku & Others v Axes Co Ltd [2011] 1 SCGLR 50, as subsequently applied by this Court on 27th February, 2013 in, Civil Appeal No. J4/29/2012 entitled Matthew Tawiah Aryeetey v Social Security and National Insurance Trust, this Court affirmed the preference of our jurisprudence for the “nature of the order” approach, derived from Bozson v. Altrincham Urban District Council [1903] 1 KB 547, over the “nature of the application” approach.

The distinction was stated in Opoku v. Axes in these terms:

“The first test, called the “nature of the order approach”) Lord Alverstone CJ test), was whether or not the order as made had disposed of the rights of the parties; if it did, it was final; if it did not, it was interlocutory. The second test, the “nature of the application” approach (Lord Esher MR test) was to place emphasis on the nature of the application made to the court, i.e. an order would remain interlocutory so long as a different order made in the same proceedings could have kept the litigation in being. It did not matter whether the order made would dispose of the litigation. The courts in Ghana had been consistent in rejecting the nature of the application approach in favour of the nature of the order approach.”

The consequence is that the character of the decision now appealed from cannot be determined merely by looking backwards to the character of the application which initiated the proceedings. The inquiry must instead be directed to the nature and juridical effect of the order actually under appeal. This is consistent with the formulation in Isaacs & Sons v Salbastein [1916] 2 KB 139, itself approving Bozson, that:

“We have to look to the order from which the appeal was brought…”

and, more pointedly, that:

“what must be looked at is the order under appeal.”

There is, in our view, a further aspect of the authorities which is particularly apposite to the present objection. Finality does not necessarily require that the whole of the underlying litigation should have been brought to an end.

In the review decision in Opoku v Axes, reproduced and applied by Dotse JSC in Michael Tawiah Aryeetey v. SSNIT supra, Atuguba JSC explained the principle thus:

“The best known test for a final judgment is that it disposes of the rights of the parties in relation to the res litiga.”

His Lordship continued:

“We are wholly unmoved by a contention that, when a part of a claim has been distinctly ascertained and judgment given as to the rights of the parties in relation to it, without the need for further litigation or adjudicatory process regarding the same, such a pronouncement of the court is anything but final.”

The same conception of finality is reflected in Ababio v Turkson (1950) WACA 35, which was relied upon in Aryeetey v SSNIT supra, for the proposition that:

“a final judgment does not mean the last judgment, but the judgment determining rights finally…”

These authorities demonstrate that finality is not synonymous with the chronological termination of every aspect of the litigation. A decision may be final in relation to a distinctly ascertainable controversy notwithstanding that other matters between the parties remain for determination. The critical question is whether, in respect of the particular res litiga submitted to the court, anything remains to be determined by further adjudicatory process.

The decision of this Court in Aryeetey v SSNIT itself illustrates the point. There, the Court of Appeal had dismissed an application to relist an appeal which had earlier been struck out for non compliance. The substantive appeal had consequently never been determined on its merits. Notwithstanding that circumstance, the majority of this Court rejected the argument that the Court of Appeal’s ruling was interlocutory. Dotse JSC reasoned that, once the application to relist had been dismissed, the avenues available to the appellant in respect of that matter had been:

“completely, effectually and finally extinguished.”

Applying the nature of the order test, the majority in that case accordingly concluded that:

“the decision of the Court of Appeal dated 3rd May 2011 is a final judgment and not an interlocutory one.”

The principle which emerges is therefore not that every appellate decision arising from an interlocutory order necessarily becomes final. Rather, the character of the appellate decision must be independently ascertained from its own juridical effect. An appellate judgment does not remain interlocutory merely because the order from which the appeal arose bore that character.

Applied to the present case, the res litiga before the Court of Appeal was the correctness or otherwise of the High Court’s determination of the Respondent’s application for delivery up and possession. Whilst we agree that the application before the High Court was interlocutory and that the substantive action challenging the judicial sale remained pending. That is not the inquiry presently before us. What must be examined is the effect of the judgment of the Court of Appeal which is now sought to be appealed from.

That judgment did not defer the controversy before the Court of Appeal for subsequent determination; nor did it leave any aspect of the appeal unresolved. The Court of Appeal considered the propriety of the High Court’s refusal of the application, reversed that decision and granted the relief for delivery up and possession. By that judgment, the Court of Appeal fully and conclusively exhausted the controversy which had been submitted to its appellate jurisdiction. Nothing remained for further adjudicatory process before that Court in relation to the application.

The continued pendency of the substantive action before the High Court does not detract from that conclusion. To hold otherwise would be to determine the character of the Court of Appeal’s judgment by reference to the ancestry of those proceedings rather than the juridical effect of the decision actually appealed from. That would, in substance, resurrect the nature of the application test which our courts have consistently rejected.

We therefore hold that, although the proceedings originated from an interlocutory application, the judgment of the Court of Appeal finally and conclusively determined the distinct controversy placed before it and was, to that extent, a final decision for purposes of an appeal to this Court. The period applicable to appeals from final decisions was therefore the relevant period for invoking our appellate jurisdiction.

The Respondent’s preliminary objection to the competence of the appeal is consequently without merit and is accordingly dismissed. We shall now turn our attention to the merits of the instant appeal.

A review of the processes filed by the Appellant in opposition to the application for delivery up and possession reveals that, throughout those proceedings, the Appellants’ resistance to the application was anchored principally on three grounds.

First, the Appellants challenged the validity of the judicial sale upon allegations of fraud and illegality. The foundation of this complaint was that, prior to or in the course of the execution proceedings initiated by Standard Chartered Bank, the Ghana Revenue Authority had created a charge over the warehouse pursuant to sections 52 and 53 of the Revenue Administration Act, 2016, Act 915. They further relied upon the subsequent judicial review proceedings and the order of the High Court directing that the warehouse remain locked pending a reassessment by the GRA. On that basis, the Appellants maintained that the purported public auction conducted while the property was allegedly under the GRA charge and seal was unlawful, fraudulent and incapable of conferring any valid interest upon the Respondent.

Second, the Appellants relied upon the existence of substantive proceedings before the High Court, Tema, challenging the validity of the attachment and subsequent auction sale. Their argument was essentially that the Respondent’s asserted entitlement to possession derived entirely from the impugned judicial sale; yet, the validity of that very sale was already the subject of substantive proceedings before a court of competent jurisdiction. They therefore contended that it would be inappropriate to grant delivery up and possession to the Respondent before the substantive challenge to the foundation of its asserted title had been finally determined.

Third, the Appellants relied upon the pendency of their interlocutory appeal against the ruling of the Tema High Court which had refused their application for interlocutory injunction and permitted the Respondent to take possession of the property pending the determination of the substantive suit. Their contention was that, having appealed against that ruling, the grant of the application for delivery up and possession would effectively overreach the pending appeal. In particular, they maintained that placing the Respondent in possession before the interlocutory appeal had been determined would render any eventual decision in their favour nugatory, since the very act which the appeal sought to forestall would already have occurred.

It must be emphasised that an application brought under Order 45 rule 12(3) of the High Court (Civil Procedure) Rules, 2004, C.I. 47, invokes a narrow and carefully circumscribed inquiry. The provision states:

Accordingly, once the property sold is immovable property and is shown to be in the possession of the judgment debtor, a person occupying on the judgment debtor’s behalf, or a person claiming under a title created by the judgment debtor after attachment, the Court is required, upon the purchaser’s application, to order delivery of possession. The rule is therefore directed principally at giving practical effect to a completed judicial sale by placing the purchaser in possession of the property acquired through the execution process.

In our opinion therefore, the inquiry contemplated by the rule is consequently not a plenary trial into every collateral dispute concerning the execution. Ordinarily, the Court is concerned with a limited range of matters: whether there has been a judicial sale of the immovable property; whether the applicant is the purchaser at that sale; whether the property remains in the possession of the judgment debtor or a person falling within the classes identified by the rule; and whether delivery is necessary to place the purchaser in possession.

Accordingly, although the pendency of a substantive action and the lodgement of an appeal may constitute relevant considerations deserving of careful and judicious attention, their mere existence cannot, without more, furnish a sufficient basis for refusing to give effect to a prima facie valid judicial sale under Order 45 rule 12(3).

The institution of proceedings challenging the attachment or sale does not, by itself, suspend the legal effect of the execution process. Similarly, the filing of an appeal does not automatically operate as a stay of the order appealed from. Unless the purchaser’s title or right to possession has been displaced by an order setting aside the sale, an injunction, a stay of execution or some other subsisting judicial restraint, the Court remains bound to determine the application for delivery up upon the limited considerations prescribed by the rule.

Indeed, conclusion is fortified by the particular procedural history of this case. In the substantive proceedings before the High Court, Tema, the Appellants had already sought an interlocutory injunction to prevent the Respondent from taking possession of the warehouse pending the determination of their challenge to the judicial sale. That application was refused, and the Court instead directed that the Respondent could occupy the property pending the determination of the suit.

Thus, at the time the application for delivery up came before the High Court, there was no extant injunction or stay restraining the Respondent from taking possession. On the contrary, an earlier judicial attempt by the Appellants to prevent possession had been unsuccessful.

In those circumstances, the High Court could not properly treat the pendency of the substantive action and the interlocutory appeal as though they had, by their mere institution, suspended the Respondent’s rights as purchaser. To do so was effectively to accord the Appellants the protective consequence of an injunction or stay which they had sought but had not obtained.

We are therefore in entire agreement with the Court of Appeal that the High Court erred in dismissing the application for delivery up and possession on those grounds. The pendency of the substantive action and the interlocutory appeal, without any subsisting order restraining the sale or possession, did not constitute a lawful basis for withholding from the Respondent the benefit of the judicial sale.

Again, we are in entire agreement with the Court of Appeal that the Appellants’ allegations of fraud and illegality, insofar as they were deployed as a basis for resisting the application for delivery up and possession, were wholly unsubstantiated on the affidavit evidence placed before the High Court.

It is trite learning that a court of competent jurisdiction cannot turn a blind eye to a properly raised allegation of fraud. Fraud, where established, vitiates even the most solemn of transactions. But that salutary principle cannot mean that the mere invocation of the word “fraud”, without particulars or evidential foundation connecting the person against whom it is asserted to the alleged wrongdoing, automatically paralyses the ordinary processes of the Court.

It is therefore difficult to appreciate how the High Court could, merely upon the invocation of allegations of fraud and illegality, consider itself obliged to suspend the operation of Order 45 rule 12(3) and decline to give effect to what, on the material then before it, remained a prima facie valid judicial sale.

Significantly, and without in any manner prejudging the pleaded allegations of fraud and illegality awaiting determination in the substantive action before the High Court, Tema, the Appellants’ affidavit in opposition was conspicuously silent as to the Respondent’s participation in the alleged fraud.

There was no allegation, much less evidence, that the Respondent participated in, procured, facilitated or even had knowledge of the antecedent dealings between the Appellants and the Ghana Revenue Authority. Neither was it demonstrated how the Respondent’s subsequent act of seeking to enforce a purchase made as the highest bidder at a judicial auction, for which it paid the substantial sum of GH¢17.3 million, could, without more, properly be characterised as fraudulent or illegal.

The principal foundation upon which the Appellants sought to erect their allegation of illegality was the order made by the High Court, Accra, differently constituted, coram Jennifer Dadzie J, on 22nd May ,2020, in the judicial review proceedings commenced against the Commissioner General of the Ghana Revenue Authority.

The material portions of that order provided as follows:

“It is hereby ordered that the tax assessment carried out by the Respondent entitling the Respondent to recover the sum of One billion, three hundred and sixty-two million four hundred and eight thousand, six hundred Ghana Cedis and ninety Pesewas (GH¢1,362,408,600.90) as the tax liability of the Applicant dated 27th August 2018 is accordingly set aside, as well as all the execution processes founded thereon.

It is further ordered that the Applicant make available to the Respondent, within thirty (30) days from the date of this Order, all relevant documents Applicant seeks to rely on in proof of its objection to the assessed tax liability for the Respondent to carry out another assessment of the Applicant’s tax liability.

Upon receipt of the documentation of the Applicant, the Respondent is to complete the reassessment of the tax liability of the Applicant within two (2) weeks therefrom and serve its decision on the Applicant.

It is further ordered that should the Applicant fail to so comply with the Order to furnish its documentation to the Respondent and in the time frame therein specified, the Respondent is at liberty to carry out the reassessment without the input of the Applicant.

It is ordered, finally, that as the Applicant is not in active operation, its warehouse remain closed for the period of this reassessment exercise.”

A plain reading of these orders reveals that the order that the warehouse remain closed was plainly time bound. The Court did not order that the warehouse remain indefinitely sealed or closed pending some unspecified future event. Its language was precise: the warehouse was to “remain closed for the period of this reassessment exercise.” That reassessment was itself governed by an express timetable; the Appellants were afforded thirty days within which to provide the relevant documentation, following which the GRA was directed to complete the reassessment within two weeks. Even in the event of the Appellants’ default, the GRA was expressly authorised to proceed with the reassessment without their input.

Without overreaching the merits of the substantive action pending before the High Court, Tema, we find it difficult to discern how an order framed in these expressly limited terms could, without further evidence as to what subsequently transpired in the reassessment exercise, be treated as establishing that the warehouse remained indefinitely under an operative judicial seal, much less that a judicial auction conducted considerably thereafter was necessarily fraudulent or illegal.

The Appellants’ assertion in their affidavit that the warehouse had remained under seal “at all material times” was an assertion of fact requiring proof; it did not follow inexorably from the terms of the order of 22nd May, 2020.

We therefore agree with the Court of Appeal that the High Court accorded disproportionate juridical effect to allegations which, at that stage, remained precisely that: allegations. Neither the pending allegation of fraud, nor the earlier GRA proceedings, nor the order of 22nd May 2020, without more, displaced the Respondent’s status as purchaser at the judicial sale or furnished a sufficient legal basis for refusing the application for delivery up and possession. The substantive allegations of fraud and illegality remain to be determined on their merits by the Tema High Court; until the judicial sale is lawfully set aside or its operation otherwise restrained, however, those allegations cannot, merely by their assertion, be treated as having already accomplished that result.

CONCLUSION:

It was on the basis of the foregoing reasons that this Court, on the 9th of June, 2026, unanimously concluded that the Appeal against the judgment of the Court of Appeal dated 21st December, 2023 is unmeritorious and is accordingly dismissed and the said judgment of the Court of Appeal is hereby affirmedud and cost of Forty Thousand Ghana Cedis (GHS 40,000.00) is awarded against the Appellant, in favor of the Respondent.

(SGD.) E. YONNY KULENDI