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R.N. Thorne & Co. V Owusu

The plaintiff sued two defendants, a company and an individual. The court had to determine if the individual was being sued personally or as a representative of the company. The court found that based on the pleadings, the company was being sued and that the individual could not be held personally liable, as a company has a separate legal identity from its directors.

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DAVID SOWAH ADDO
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166 views8 pages

R.N. Thorne & Co. V Owusu

The plaintiff sued two defendants, a company and an individual. The court had to determine if the individual was being sued personally or as a representative of the company. The court found that based on the pleadings, the company was being sued and that the individual could not be held personally liable, as a company has a separate legal identity from its directors.

Uploaded by

DAVID SOWAH ADDO
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd
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University of Professional Studies,AccraACTACT 179R N THORNE Facts The plaintiff sued the defendants
R N Thorne Ltd and JK Anane

R n thorne facts the plaintiff sued the defendants r

School

University of Professional Studies,Accra

Course Title

ACT 179

Uploaded By

theministar

Pages

204

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OWUSU V. R. N. THORNE Facts: The plaintiff sued the defendants, R. N. Thorne Ltd. and J.K. Anane. The
plaintiff, by an ex parte motion, obtained an absconding warrant against Mr. R. N. Thorne, one of the
directors of the first defendant company. It was argued on behalf of the first defendant that the plaintiff
sued R. N. Thorne Ltd. as the first defendant as distinct from R. N. Thorne personally. Counsel submitted
that as the first defendant is a limited liability company with a separate personality from the directors,
and as Mr. Thorne has not personally contributed to or personally caused the injury, he cannot be held
personally liable for the torts of the limited liability company. Counsel further submitted that the action
in this case does not fall or come within the limited exceptions where the directors of a company are
held personally responsible. On behalf of the plaintiff it was argued that the first defendant acts through
human beings and the human beings are therefore responsible for the acts of the company; that, as in
this case Mr. R. N. Thorne and his wife are the only directors, the two therefore comprise the first
defendant company. They have sold some of their property, closed their office and Mr. R. N. Thorne is
going on leave and is not likely to return to Ghana and it was submitted he must therefore give security
for his appearance. Held: What the court had to determine in this motion is whether R. N. Thorne
personally or the company is the first defendant in this case. The theory of legal personality of
corporations has its own practical problems but it is clear that a limited company or corporation has
legal existence apart from the directors and members, and it is in a few recognised exceptions that the
law lifts the "corporate veil," as it has been put, and looks to the directors and members personally. On
the plaintiff's own pleadings he sued R. N. Thorne Ltd. the first defendant and one other as the second
defendant—the first defendant was the master of the second defendant. It may well be and
undoubtedly is true that R. N. Thorne and his wife are the only directors of the company but the
company exists apart from the directors and the members. To hold that the directors are personally the
first defendant in this case will be defeating the doctrine of the separate existence of a limited liability
company. The action is not against R. N. Thorne personally. As far as the court is aware the company is
not in the process of being wound up and even if that were so, it would not make R. N. Thorne
personally the first defendant in this case. In the absence of R. N. Thorne from Ghana, another director
has been appointed. The company as far as the court can gather is still in existence and R. N. Thorne is
not and cannot be personally the first defendant herein so as to go into the question of his

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Term

Winter

Professor

NoProfessor

Tags

The Land, Corporation, Types Of Companies, Managing Director

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