Kaa Law v Bank Of Ghana (H1/236/2025) [2026] GHACA 2 (24 July 2026)

IN THE SUPERIOR COURT OF JUDICATURE IN THE COURT OF APPEAL ACCRA – AD 2026

Coram

MENSAH-HOMIAH (MRS.) JA - PRESIDING MYERS AHMED (MRS.) JA DR. OSEI-HWERE JA SUIT NO. H1/236/2025 DATE: 24TH JULY, 2026

KAA LAW ……….. PLAINTIFF/APPELLANT VRS BANK OF GHANA ………. DEFENDANT/RESPONDENT

Judgment

DR OSEI-HWERE JA

Introduction

This appeal is in respect of the judgment of the High Court (Commercial Division), Accra, delivered on 10th April, 2024.

The plaintiff/appellant (hereinafter called “Appellant”) is a firm of legal practitioners and consultants incorporate d under the laws of Ghana. Pursuant to its objects of incorporation, the plaintiff provides both legal and non -legal services. The defendant/respondent (hereinafter called “Respondent”) is the Central Bank of Ghana. This appeal turns on whether Law practices that offer non -legal services are subject to the Legal Profession Etiquette Rules when recovering fees for those services. It examines the circumstances in which an agency arises in real estate transactions. The discussion will also delve into the legal effect of dual agency, i.e., an agent who represents both the buyer and the seller. The discourse will ultimately answer the question of whether the judgment of the trial court occasioned a miscarriage of justice.

Facts

On 16 March 2022, the Appellant filed an Amended Writ of Summons and Statement of Claim against the Respondent seeking the following reliefs: a. An order for the payment of an amount of US$1,244,000 being the commission due to the Appellant in respect of the transaction on the disputed land at Ridge, Accra, on quantum meruit basis. b. Interest on the amount stated in (a) at commercial bank rat with effect from January, 2019 till date of final payment. c. cost d. Any other relief. In the Alternative e. Special Damages of US$1,244,000 for the loss of commission/fees in respect of the land purchase transaction on the disputed land at Ridge, Accra. f. Interest on the amount determined in (a) above at commercial bank rate with effect from January, 2019 till date of final payment.

g. Cost. h. Any other relief. APPELLANT’S CASE It is Appellant’s case that in or about 2014, Respondent , through various officers of the Respondent Bank, requested Appellant to search for and recommend propert ies for acquisition by Respondent, stating that Respondent was interested in acquiring land in a prime location in Accra for the development of an ultramodern off ice building, and that Respondent also requested Appellant and other companies (not necessarily law firms) to search for and recommend such properties for acquisition by Respondent. Appellant stated that the engagement between the parties commenced in 2014 and continued until 2018, during which period Appellant's staff devoted time and resources to searching for, locating, identifying and conducting due diligence on various lands in different locations in Accra for possible acquisition by Respondent , including the following parcels of land: (i) 7-acre land at Airport (37 Hospital) Accra (ii) Total Petroleum land near 37 Military Hospital (iii) Land at North Legon, University of Ghana, Accra. (iv) GBC land, Kanda, Accra (v) 6.22-acre land at Ridge, Accra (vi) 10-acre land close to Kempinski Hotel, Accra. Appellant stated that as part of the work it did for the Respondent, its lawyers and other staff held various meetings with staff from different departments of the Respondent Bank, and several joint inspections of the various lands identified at different locations in

Accra were carried out to assess the suitability of the lands for the Respondent's purpose. Appellant stated that the Respondent kept changing and/or modifying its requirements and specifications, and each time Appellant was urged to continue searching for a new land for the Respondent. During the period, correspondence was exchanged between the Appellant's office and the Respondent's office in respect of the work. According to the Appellant, at one point a 7 -acre plot was identified for the Respondent in the 37 Military Hospital area, and the Respondent expressed interest in purchasing it. The Respondent then instructed the Appellant to explore acquiring adjoining land to be added to the 7 -acre plot. The Appellant tendered Exhibit "B", the letter the Respondent sent to it to that effect. That Exhibit can be found at page 106 of the Record of Appeal (ROA). Upon the Respondent's instructions, the Appellant wrote to Total Petroleum Ghana Limited, the owners of the adjoining land, with a view to securing that land for the Respondent. The Appellant also wrote a letter on 3 October 2014 to inform the Respondent of the terms of the Parties' engagement, and the Respondent wrote another letter to acknowledge receipt of the Appellant's proposed terms of engagement. However, Total Petroleum Ghana Limited refused to release the adjoining land to the Respondent. The Appellant tendered Exhibit "C", a copy of the letter sent to Total Petroleum Ghana Limited, and Exhibit "D", Total Petroleum Ghana Limited's response letter to the Appellant. Exhibit "E" is the Appellant's letter to the Respondent, and Exhibit "F" is the Respondent's acknowledgement letter. These Exhibits can be found from pages 107 to 110 of the ROA. Appellant’s case is that when Total Petroleum Ghana Limited refused to release the adjoining land to the Respondent, officers of both Appellant and Respondent held discussions, and Appellant was requested to seek other suita ble properties for the Respondent's consideration. Appellant and its officers worked persistently for about four

(4) years to secure suitable land for the Respondent and identified and introduced several properties to the Respondent, including those listed above. However, in December 2018, after a four (4)-year search for property for the Respondent, the Respondent unexpectedly wrote to inform Appellant that it was withdrawing its interest in the land ac quisition transaction. Appellant tendered the said letter as Exhibit "H". It is a letter of withdrawa l of interest from the Respondent's Management and appears on page 112 of the ROA. After the Respondent withdrew its interest, the Appellant subsequently discovered that the Respondent had passed behind the Appellant to acquire one of the parcels of land that the Appellant had identified and introduced to the Respondent, specifically the 6.22-acre parcel at Ridge in Accra, owned by State Insurance Company Limited, without the Appellant's involvement or even notice to the Appellant. The Appellant says that it introduced the Respondent to the Ridge property, and the Respondent's staff requested that the Appellant provide further information about the land. It held several meetings and joint inspections with the Respondent in respect of the property. Upon the Respondent's request, it obtained copies of the relevant sale correspondence in respect of the property and submitted all the relevant documents on the said land to the Respondent as proof that the property was indeed for sale and t o enable the Respondent to finalise its purchase decision. However, instead of concluding a purchase transaction through the Appellant, the Respondent feigned lack of interest in the property and subsequently went behind the Appellant to acquire the very land from SIC without involving the Appellant. The sale documents were tendered by the Appellant as the Exhibit "J" series, found at pages 114 to 116 of the ROA. According to the Appellant , upon learning tha t the Respondent had gone to acquire the property without its involvement, it wrote a letter requesting payment for services rendered in connection with that property. However, in its r esponse letter in August 2021, the Respondent stated that the disputed land had been compulsorily

acquired by an Execut ive Instrument for the Respondent , as a justification for the it s exclusion. Appellant’s case is that the p arties understood that Appellant would be paid fees/commission once suitable land was fo und or secured for the Respondent , and therefore it was entitled to fees for ser vices rendered for the Respondent's benefit. Respondent therefore prayed the Court to grant the r eliefs endorsed on the Appellant's writ. RESPONDENT'S CASE Respondent denied Appellant's claims. Respondent avers that it notified the Lands Commission and various land valuation firms that it was seeking to acquire land in a prime location in Accra to construct its head office building. Upon hearing this, Appellant, by various letters and claiming to act on the instructions of its Client(s), offered Respondent various plots of land situated at the 37 Military Hospital area, Independence Avenue, Kanda and Ridge for acquisition. With the exception of the land situated at the 37 Military Hospital area, which was offered to Respondent on behalf of Appellant's client in 2014, all other offers were made in 2018, and each offer was inspected by Respondent's officers. Appellant continued to offer land on behalf of its Clie nts to Respondent, but Respondent found none of the parcels suitable. Respondent further avers that prior to the Appellant's offer for the Ridge property on behalf of its Clients in 2018, Respondent had identified the parcel of land as far back as 2012 and was already engaged in negotiations with SIC, the owners of the land, with a view to acquiring it. Respondent contends that it never feigned a lack of interest in the property, as alleged, but lost interest due to the high purchase price demanded by SIC. Respondent further states that had it not been for the high purchase price demanded by SIC at the time, the transaction would have been concluded long ago.

Subsequently, however, the Ridge property was compulsorily acquire d by the State for the Respondent's use pursuant to an Executive Instrument (El 304). Respondent’s case is that after the State’s compulsory acquisition and allocation of the land to it, the Lands Commission informed Respondent that the Receiver of CDH had notified it of CH’s interest in the land at Ridge. Respondent further avers that it was brought to its attention that Ivory Finance Company Ltd (now CH in receivership) had obtained a Consent Judgment against SIC, and that the land had been attached in favour of CDH (in receivership). Respondent was thus directed by the Lands Commission to pay the approved compensation into an escrow account pending the resolution of all matters relating to the land, and it did so. Respondent further states that the High Court, coram Kyei Baffour J.A., subsequently released the land from attachment. Respondent further contends that it never engaged the Appellant to provide any such legal services, as alleged or at all, and that there has never been any Lawyer -Client or contractual relationship between the parties in relation to the land, the subject m atter of the suit. The Respondent's case is that, assuming, without admitting, that a Lawyer - Client relationship was ever established as alleged (w hich is denied), the Appellant lacked the capacity to p rosecute the suit, as the Appellant alleged that it was acti ng on behalf of its Clients. Thus, the action ought to have been instituted by or on behalf of the Appellant's Clients, not by the Appellant itself. Accordingly, Respondent concludes that the Appellant was not entitled to the claims alleged. DECISION OF THE HIGH COURT After a full trial, the High Court dismissed the Appellant’s claim in its entirety and awarded costs of GHC 50,000.00 in favour of the Respondent against the Appellant. The Court summarised its judgment at page 76 of the Record of Appeal as follows:

“The Plaintiff does not lack capacity as a legal person to sue. However, this claim for fees by the Plaintiff borne out of Solicitor -Client relationship imposes the burden of proof on the Plaintiff. As a Solicitor -Client claim, same is governed by the Legal Profession Act (Act 32). This act imposes on the Plaintiff the need to show an Engagement Letter containing the Scope of Work and Fees; proof of work actually performed and a bill raised for it for the payment of a specific sum in accordance with the term s of engagement. The Plaintiff was unable to discharge this burden as regards the nature of the relationship it had with the Defendant, the sum owed by the Defendant as per Invoice for Service (i.e. Bill) and who it was working for regarding the SIC plot m easuring 6.22 acres when he wrote to the Defendant regarding its claims against the Defendant to warrant judgment regarding the land.”