Seaboard West Africa Limited V Eric James (as James International Enterprise) (30 of 1996) [2001] SLCA 16 (22 January 2001)

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; CIV.APP.62/95 & 30/96 is INTE COURT OF APPEAL FOR SIERRA LEONE BETWEEN:- SEABOARD WEST AFRICA LIMITED + APPELLANTS Vs ERIC JAMES (CARRYING ON BUSINESS AS JAMES INTERNATIONAL ENTERPRISES) - RESPONDENTS

Coram

HON. MRS JUSTICE V.A.D. WRIGHT - UA HON. MR JUSTICE ND. ALHADI = UA HON. MR.JUSTICEME. TOLLA THOMPSON. -

1. AF. SERRY-KAMAL, ESQ, FOR THE PLAINTIFFS/RESPONDENTS A.0.B. TEJAN-COLE, ESQ, FOR THE DEFENDANTS/APPELLAN'T JUDGMENT DELIVERED THIS 22°” DAY OF JANUARY, 2001 ALHADI, J.A. This Appeal arose out of the decision of Gbow, J (as he then was) in an Action in which the Plaintiffs (now Respondents) claimed the following:-

Statement of Claim

The Plaintiffs” claim against the defendants is for damages for breach of contract, an account of all commissions due to the Plaintiffs’ from the defendants from the day of September, 1992 until payment: and “interest on the aforesaid amount 65% from that date until payment and alternatively specifie performance of the said contract, an account i aforesaid and a perpectual injunction to restrain the defedants” company

a ; ~ whether by itself, its servants or agents from preventing the plaintiffs tom proceeding with the performance of his side of the contract : Thave avoided the task of reproducing the particulars of claim as they are in the main clauses in the Agreement, the subject matter of this action which I shall reproduce in extenso in the judgment later. The Appellants (then defendants) filed a Statement of Defence which was later amended and filed. There are several points of law raised in some of the Grounds of Appeal which I consider sufficient to dispose of this Appeal. They are:-

Grounds of Appea

1. That the learned trial Judge failed to consider sufficiently or at all the submissions that James International Enterprises Limited and Erie James (Carrying on Business as James International Enterprises) were separate and distinct entities in law.

2. The leamed trial Judge was wrong in law in:- (@) holding that Counsel for the plaintiff ought not to have addressed them on the non-registration of the plaintiffs! respondent’s business. (b) his interpretation of the Business Names Registration Act Cap. 257 of the Laws of Sierra Leone 1960. (©) in refusing the appellant's (defendant’s application to amend their defence by Notice of Motion dated 11" March, 1996. (@) holding that James Intemational Enterprises is not a business name and consequently wrong in failing to consider the effects of non : registration thereof under the Business Names Act Cap 257 Laws of Sierra Leone 1960,

3. The leamed trial Judge was wrong in law and in fact in his interpretation of the Agreement dated 27" June, 1985 and expressed to be between the ! Appellant and Respondent herein particularly clause 2. and 6 of the said Agreement,

4. The learned trial Judge was wrong in law in upholding the objection of Counsel for the Respondent to the 1" Defence witness (Jabez Sho-Cole) giving evidence in favour of the Appellant.

5. That the learned trial Judge(s) failed to consider adequately or at all evidence that the Plaintiffs had fundamentally breached the Agreement dated 27% June, 1985 and

8. The learned trial Judge was wrong in law in denying the Appellants the right to cross-examine PW2 Abubakarr Kabba and/or alternatively in considering his evidence or failing to expunge the same

9. In view of the evidence adduced the learned trial Judge was wrong in law in (@) awarding damages for breach of contract at all and/or alternatively that the learned trial Judge did not apply the correct principles or any principles of law regarding the quantum of damages. (b) awarding the sum of Le. 100,000.00 as damages. © alternatively, the appellant will argue that the said sum was excessive and inordinate taking into consideration all the circumstances of the case

10. The learned trial Judge was wrong in law and in fact : (a) _ in awarding special damages at the rate of Le. 496,292.00 per diem for loss of commission or profit or margin from September, 1992 until payment with interest at the rate of 37% per annum.

. (©) in awarding special damages for non days and other days during which the appellant's business did not operate and/or when a r proper account had not been taken of the number of bags of life flour sold by defendants from September, 1992 (©) in awarding interest at the rate of 37% per annum and/or in awarding interest until payment.

11. That the decision is unreasonable and cannot be supported having

regard to the evidence.

I shall deal with Grounds 1 and 2 together as they deal with the legal

capacity of the plaintiffi/respondents to institute this action,

The forceful argument of Counsel for the defendants/appellants is that the plaintiff'respondent lacks legal capacity that Eric James (carrying on business as James International Enterprises) ought to register Under Cap 257 Business Registration Act wherein it is provided in Section 3:

“The following proprietors and firms shall be registered in the manner directed by the Ordinance.” (Emphasis mine)

(@) every proprietor having a place of business in Sierra Leone and carrying on business under a business name which does not consist of his ordinary name without any addition thereto”

“Proprietor” is defined in Section 1 to mean an individual carrying on business of which he is the sole proprietor. Itis not in dispute that the plaintiff/respondent were carrying on business 2 in this Country as a sole proprietor under the name of the title of the action herein. There is evidence that this business was not registered as required in the statute. The agreement, Exhibit “A” was entered into by the plaintiff/respondent by that name.

The pages read for this report end here. The judgment continues in the PDF.