Foto-X Ltd v Driver And Vehicle Licensing Authority (DVLA) (J4/21/2026) [2026] GHASC 54 (29 July 2026)

pg. 1 FOTO – X v. DVLA - JUDGMENT IN THE SUPERIOR COURT OF JUDICATURE IN THE SUPREME COURT ACCRA – A.D. 2026

Coram

LOVELACE-JOHNSON (MS.) JSC (PRESIDING) PROF. MENSA-BONSU (MRS.) JSC ASIEDU JSC DARKO ASARE JSC ACKAAH-BOAFO JSC

Civil Appeal

NO. J4/21/2026 29TH JULY, 2026 FOTO – X LTD. ………… PLAINTIFF/RESPONDENT/APPELLANT

VRS

DRIVER AND VEHICLE LICENSING ……….. DEFENDANT/APPELLANT/ AUTHORITY (DVLA) RESPONDENT

Majority Opinion

ACKAAH-BOAFO JSC:

i. Overview: pg. 2 FOTO – X v. DVLA - JUDGMENT

[1] The Driver and Vehicle Licensing Authority (DVLA) is an important agency in Ghana, providing essential services to the public. Any citizen who wishes to drive a vehicle, motorcycle, or any other motorised conveyance must be licensed by the DVLA. Once licen sed, a vehicle must also be registered and/or authorised by the DVLA before it can lawfully be used on Ghanaian roads. From the record before us, the Appellant, Foto -X, entered into an agreement with the DVLA to design, install, maintain, and service a system for the personalisation and production of temporary and permanent driver’s licences, following an advertisement for competitive tender.

[2] The parties' initial contract was executed in 2006. According to Foto -X, before that contract expired, they entered into a second contract dated 2nd August 2012. This second contract was, in essence, an extension of the 2006 agreement. The dispute in this case concerns payment for work performed by Foto -X under the first contract, whether the 2012 contract was validly executed, and the proper interpretation of certain terms of the agreement.

[3] At its core, this dispute is a commercial one concerning the allocation of certain costs and the entitlement to specific revenues arising from a longstanding arrangement for the production of drivers' licences. It has, however, assumed a statutory dimensio n by reason of the classification of the materials used in the production of those licences. It has also acquired a procedural aspect arising from the manner in which the Court of Appeal determined one facet of the case. Consequently, this appeal raises is sues relating to the construction of the relevant statutory provisions, the interpretation of the parties' written agreements, questions of pleading and the right to a fair hearing, as well as the principles governing the formation of contracts. I shall consider each of these issues in turn.

[4] The High Court, presided over by Dadzie J (as she then was), ruled in favour of Foto -X. However, the first appellate court (Coram: Oppong, Kyei -Baffour and pg. 3 FOTO – X v. DVLA - JUDGMENT Archer JJA) reversed that decision. The proceedings before the High Court arose from the consolidation of two suits, which were tried together: Suit No. CM/BDC/0369/2016, relating to the 2006 contract, and Suit No. CM/TBDC/0047/16, concerning an arrangement alleged to have been concluded in 2012. Both suits arise out of a commercial relationship between the Plaintiff/Respondent/Appellant (Foto - X), an information technology enterprise, and the Defendant/Appellant/Respondent (DVLA), the statutory authority re sponsible for the licensing of drivers and vehicles in Ghana, as stated above. Aggrieved by the decision of the Court of Appeal, Foto -X is now before this Court, the final court of the land, seeking a final determination of the matter.

[5] For convenience, I shall, throughout this judgment, refer to the Plaintiff/Respondent/Appellant, Foto -X, as the Appellant, and to the Defendant/Appellant/Respondent, the Driver and Vehicle Licensing Authority (DVLA), as the Respondent.

ii. Material Background Facts:

[6] The 2006 contract came into operation in April 2007. Under its terms, Foto -X undertook to design, supply, install, and operate an integrated system for the processing and production of driver's licences. The record indicates that Foto -X invested approximat ely US$2.77 million in the project, and the system was commissioned in time to serve twenty -six licence centres across the country. The commercial basis of the arrangement was a revenue-sharing model under which Foto- X was entitled to eighty per cent of the net revenue generated from licence processing fees, while the DVLA retained the remaining twenty per cent and assumed responsibility for collecting those fees.

[7] The terms of the 2006 engagement were embodied in a consulting contract tendered in evidence as Exhibit C, to which several annexes were attached. Two of pg. 4 FOTO – X v. DVLA - JUDGMENT those annexes are of particular significance in this appeal. Annex D, described as the Financial Proposal, set out the financial assumptions underpinning the arrangement. Annex E comprised the Minutes of Contract Negotiation relating to meetings held on 7 and 21 June 2006. The relationship between these two documents lies at the heart of one of the grounds of appeal.

[8] Three issues arising from the 2006 contract fall for determination by this Court. The first is whether the PVC cards used in the production of drivers' licences constitute value books within the meaning of the applicable financial regulations, such that their cost is to be borne by the State and reimbursed to the Appellant, or whether they are merely consumable items for which Appellant must bear the cost. The second issue is whether the revenue-sharing arrangement was based on four cost components or only three. The third is whether the Court of Appeal was entitled to found part of its decision on an estoppel which, according to the Appellant, had not been pleaded.

[9] The issues arising from the alleged 2012 agreement rest on a different factual foundation. The Appellant contends that, in 2012, the parties entered into a fresh tenyear contract on the same eighty -twenty revenue -sharing basis, involving an estimated investment of approximately US$9.98 million. It maintains that it duly performed its obligations under that agreement, that the DVLA acknowledged the existence of the contractual relationship in its dealings with third parties, and that the DVLA subsequently repudiated and frustrated the contract. The DVLA, on the other hand, contends that no concluded contract was ever formed in 2012 because the parties failed to reach agreement on essential terms.

[10] As indicated above, the two suits were tried together by the High Court, Commercial Division, Accra. The learned trial judge found substantially in favour of the Appellant, Foto-X. The court held that the PVC cards constituted value books and ordered their reimbursement in the sum of US$490,674.01. The court also accepted pg. 5 FOTO – X v. DVLA - JUDGMENT that the 2006 contract comprised four revenue components. Furthermore, it found that a concluded contract had come into existence between Foto-X and the DVLA in 2012.

[11] On appeal, the Court of Appeal took a different view on nearly every material issue. It held that the PVC cards were merely consumables, the cost of which was to be borne by Foto-X. It reduced the number of revenue components from four to three and further held that no concluded contract had come into existence in 2012. In the course of its reasoning, the court relied, in part, on the doctrine of estoppel. The overall effect of its judgment was to reverse the decision of the trial court and enter judgment substantially in favour of the DVLA, while maintaining two monetary awards in favour of Foto-X and setting aside the award of costs. Specifically, the first appellate court maintained “ the order for recovery of an amount of Fifty -Three Thousand Seven Hundred and Eighty-Eight Ghana cedis and Eighty -Eight pesewas (GH¢53,788.88) together with interest” and “the award for the recovery of an amount of Six Thousand Six Hundred and Twenty-Five Pounds and Ninety -Eight Pence (£6,625.98) together with the applicable commercial interest”. It is against that reversal that Foto-X now appeals.

iii. The Instant Appeal:

[12] The Appellant, Foto -X, being dissatisfied with the judgment of the Court of Appeal, has filed the instant appeal. The Appellant appeals against the decision and prays this Court to set aside the judgment of the first appellate court on the following

Grounds of Appeal

i. The learned Court of Appeal erred in law and in fact when it held that PVC Cards are not value books and set aside the findings of the High Court. ii. The Court of Appeal erred and occasioned a miscarriage of justice when it raised a legal issue of estoppel by conduct and representation when the Defendant/Appellant raised no such grounds in their Notice of pg. 6 FOTO – X v. DVLA - JUDGMENT Appeal. iii. The learned appellate court misapplied the principles governing contractual interpretation , particularly in failing to give effect to the intention of the parties by holding that there were three main components instead of four components in the 2006 contract. iv. The Court of Appeal erred in law and in fact in holding that there was no contractual or binding contract between the parties in 2012, despite clear evidence of mutual assent, performance by the Plaintiff, and written confirmation by the Defendant acknowle dging the existence of the contract. v. The judgment is against the weight of evidence. See pages 97-98 of the ROA, Volume 15.

[13] My Lords, by the above five grounds of appeal, the Appellant challenges the decision of the first appellate court on both interpretative and procedural grounds, together with the omnibus ground. I do not propose to address the grounds in the order in which they appear in the Notice of Appeal. Rather, it is more convenient to follow the internal logic of the dispute by first addressing the two questions of construction arising under the 2006 contract, followed by the procedural complaint, then the issue relating to the 2012 contract, and finally the omnibus ground.

[14] Reduced to their essentials, the grounds are these. The first is that the Court of Appeal erred in holding that the PVC cards are ordinary consumables rather than value books within the meaning of the Financial Regulations. The second is that the Court of Appeal wrongly based part of its decision on an estoppel that the DVLA, the Respondent had never pleaded. The third is that the Court of Appeal erred in holding that the 2006 contract comprised three revenue components instead of four. The fourth is that t he Court of Appeal erred in holding that no concluded contract came into pg. 7 FOTO – X v. DVLA - JUDGMENT existence in 2012. The fifth is the omnibus ground, namely, that the judgment is against the weight of the evidence.

iv. Issues for determination:

[15] My Lords, although the Appellant has predicated this appeal on five grounds, it is my considered view that the appeal can be conveniently determined on a single issue, namely: whether the Court of Appeal erred in law and misapplied the facts when it set aside the judgment of the trial court in the consolidated actions and reversed many of the orders made therein.

v. Submissions of Counsel:

[16] The Appellant, Foto -X, advanced arguments in support of the grounds of appeal, which may be summarised as follows. First, it contended that the Court of Appeal erred in law in holding that PVC cards did not constitute value books. Second, it argued that the Court of Appeal occasioned a miscarriage of justice by raising and determining the issue of estoppel sua sponte without first affording the parties an opportunity to address the court on the issue. Third, it maintained that the Court of Appeal misapplied the principles governing contractual interpretation by holding that the parties had agreed on three, rather than four, revenue components under the contract. Fourth, it challenged the finding of the Court of Appeal that no binding contract had been concluded between the parties in 2012. Lastly, it relied on the omnibus ground that the judgment of the Court of Appeal was against the weight of

The Evidence

[17] On the first ground of appeal, Foto-X, the Appellant submits that the PVC cards used in the production of driver's licences constitute "value books" under Regulation 209 of the Financial Administration Regulations, 2004 (L.I. 1802). It contended that the cards are official government instruments used in the dischar ge of a public function, are linked to financial and institutional records, and are the property of the Republic pg. 8 FOTO – X v. DVLA - JUDGMENT of Ghana. Relying on Regulations 210 and 211, the Appellant further submitted that the Controller and Accountant-General's Department (CAGD) has statutory oversight over the production and acquisition of value books. Consequently, the Plaintiff was entitled to reimbursement for PVC cards purchased in the performance of the contract, provided the requisite approval had been obtained from the Controller and Accountant-General.

[18] The Appellant also relied on the conduct of the parties and the institutional treatment accorded to the PVC cards as further evidence that they were regarded as value books. It pointed to the Defendant's letter of 18 May 2010 introducing the Plaintiff to the Controller and Accountant -General for reimbursement of the cost of PVC cards, as well as the more than twenty-two reimbursements subsequently made. The Appellant further r elied on the Auditor -General's report (Exhibit E), which classified the PVC cards as value books and recommended that their cost be processed through the CAGD. The Appellant emphasized that the report was accepted by all the parties, including the Controller and Accountant -General, who is expressly empowered under Regulation 209(2)(f) of L.I. 1802 . Consequently , the Appellant maintained that the trial court correctly found that PVC cards were value books and that the Court of Appeal erred in disturbing that finding.

[19] The Appellant's second ground of appeal challenged the Court of Appeal's decision to raise and rely on estoppel by conduct and representation on its own motion, even though the Defendant had not pleaded that issue in its Notice of Appeal. Foto-X argued that this constituted a miscarriage of justice and violated Rule 8(7) of the Court of Appeal Rules, 1997 (C.I. 19), which mandatorily prohibits an appellant from arguing grounds not contained in the notice of appeal without leave of the court. Relying on section 42 of the Interpretation Act, 2009 (Act 792), the Appellant contended that the mandatory nature of the rule rendered it impermissible for the Court o f Appeal to entertain arguments on an unpleaded ground. Citing Kwabena pg. 9 FOTO – X v. DVLA - JUDGMENT Agyei v. The Republic , Crim. Appeal No. H2/04/2019 delivered 29 April, 2019, the Appellant further submitted that although an appellate court may examine the evidence under an omnibus ground, the appellant bears the burden of demonstrating that the judgment is against the weight of the evidence. In the present case, the Defendant neither pleaded nor adduced evidence in support of estoppel by conduct, having abandoned its specific grounds of appeal and relied solely on the omnibus ground.

[20] The Appellant further contended that the Court of Appeal erred in relying on section 26 of the Evidence Decree, 1975 (NRCD 323), to hold that estoppel, being a form of presumption, need not be pleaded. Foto -X argued that this reasoning was flawed and that, if accepted, the Plaintiff would equally have been entitled to rely on estoppel by conduct in light of the Defendant's consistent reimbursement of PVC card