Court holds Lawyer Zwennes liable for conflict of interest

Lawyer Charles William Zwennes has been disqualified by the Accra High Court from representing Merlin Gaming Ghana Limited in a pending suit, which, when finally determined, is likely to be used as a case study in Ghanaian institutions.

“Counsel Charles William Zwanes and his legal firm had opportunity of having access to confidential information of the Company including dealings between the Applicant, the Respondent and the Company and cannot therefore act against the Company in this suit,” the Court held.

The Counsel Charles William Zwanes and his law firm, according to the court, placed themselves in a conflict of interest situation.

In the ruling, the court granted the instant application and awarded Mr. Charles William Zwanesse and his legal firm to cease representing the Applicant in the matter.

According to ruling, Counsel Charles William Zwanes and his legal firm are currently the lawyers for the 2nd Respondent-Merlin Gaming Ghana Limited- and that since they are the lawyers for the company, they cannot purport to file a process in Court against his own client.

Although lawyer Charles William Zwanes vehemently opposed the instant application seeking to disqualify him and his chamber from representing the Applicant in the substantive case, Justice George K. Koomson held that, “…I disqualify Mr. Charles William Zwanes and his legal firm from representing the Applicant in his suit and order them to cease representing the Applicant on the 9th day of December 2019.”

He also ruled that if Mr. Zwanes had sued Mr. Addison alone, he did not think he (Zwenes) would have been disqualified.

However, his right to represent the Company Merlin Gaming Ghana Limited in other matters has not been taken away from him.

The case is that Applicant Eric Gbeho in a Writ filed on March 10, 2020, in Suit No. CM/MISC/0961/2019 vs Philip Addison, (1st Respondent) and Merlin Gaming Ghana Limited (2nd Respondent) prayed the court to Order an Interlocutory Injunction to restrain Philip Addison Esq. from exercising statutory powers as the Company Secretary of Merlin Gaming Ghana Limited. . But Lawyers for Merlin Gaming Ghana prayed the Court to disqualify Charles William Zwennes and his Chamber from representing the Applicant him in the suit.

According to facts available, on June 14 2019, the Applicant, Eric Gbeho filed an originating motion pursuant to Section 217 of the Companies Act, 1963 (Act 179) which has been replaced by the Companies Act 2019, (Act 992).

The Applicant was seeking for an Order for Interlocutory Injunction to restrain Philip Addison Esq. from exercising statutory powers as the Company Secretary of Merlin Gaming Ghana Limited.

He was also seeking from the court an order to restrain Philip Addison Esq. from interfering in the internal management and operation of the company until final determination of the suit.

He also sought for an order cancelling as null and void any document filed (as certified Time Copies and or otherwise) and held on the public register at the Register of Companies at the Registrar General’s Department, in which the said Philip Addison Esq. appears as Company Secretary.

The Applicant also demanded for an order directed at the Board of Directors of Merlin Gaming Ghana Limited to duly convene a meeting of the Board of Directors of the Company for purposes of carrying out and exhausting the statutory provision of Section 190 (3) of the Companies Act, 1963 (Act 179).

According to the Court, the said originating notice of motion have Mr. Addison and Merlin Gaming Ghana Limited as the two Respondents and upon service of the motion on the Company, the 2nd Respondent entered appearance through another lawyer(name withheld) on the 26th June 2019.

The 2nd Respondent, Merlin Gaming Ghana Limited filed the present Application asking to disqualify Counsel Charles William Zwannes and Gaisie Zwannes Hughes and Co. from representing the Applicant in the instant suit on the grounds that, Mr. Charles William Zwannese was appointed in 2011 to date, to act as the company lawyer and had been representing the company since.

The 2nd Respondent also held that Mr. Charles William Zwannes and his legal firm stand in a fiduciary relationship towards the Company and must at all times observe utmost good faith towards the Company in transaction on its behalf.