STANDARD BANK OFFSHORE TRUST CO. LTD. AND TRICON TRAKE MANAGEMENT LTD. V. NATIONAL INVESTMENT BANK LTD. AND 2 OTHERS

MARIAMA OWUSU, J.A.

“The Rule in Turquand’s” case or the “Indoor Management Rule” is that, a person dealing with a company was entitled to assume, in the absence of facts putting him on notice or inquiry, that there had been due compliance with all matters of internal management and procedure required by the regulations of the company. This rule had been codified in Sections 139-143 of our Company’s Code, 1963 (Act 179) and under Section 142 (2) of Act 179, if the company had held out someone as its agent, it would be estopped from denying the appointment; and a de jure or de facto officer of the company could be assumed to have the usual powers and duties of that sort of officer.”

See the case of Godka Group of Companies v. P. S. International Ltd. (2001-2002) SCGLR 918, 922 holding (6) which had quoted with approval the English case of Royal British Bank v. Turquand [1843-60] ALL ER Rep 435.

The facts of this case admit no controversy. The 1^st defendant/appellant (NIB) through its the…