Supreme Court throws out Phillip Addison

The General Legal Council, on Thursday July 30, 2020, dismissed a complaint of misconduct brought against Lawyer Charles Zwennes, by his colleague, Lawyer Phillip Addison.

The Disciplinary Committee of the General Legal Council upon hearing the complaint laid before it, said that it found no evidence whatsoever of misconduct on the part of Lawyer Zwennes in the ongoing case of Merlin Gaming Ghana Limited which is currently pending before the High Court.

The Committee, therefore, threw out the complaint of Lawyer Addison, who had called for Lawyer Zwennes to be sanctioned by the General Legal Council which ensures that lawyers are of impeccable professional conduct.

In the view of the disciplinary committee, the matters giving rise to the complaint lodged by Lawyer Addison against his colleague, were matters before the High Court being hotly contested in litigation, and no act of misconduct on the part of Mr Zwennes, has been adduced, hence no punishment can be imposed on him.

Mr Addison’s complaint lodged against Mr Zwenness, was to find the latter guilty of misconduct, but the committee said it found no such evidence against him.

The General Legal Council decision was verbally delivered.

However, aside the decision of the Disciplinary Committee, the Supreme Court, also dismissed a certiorari application filed by Mr Addison to stop the High Court from delving into his dealings with Merlin.

The High Court can now look into the reported cases of forgery of documents at the Registrar General and how he became a secretary to the lottery company registered by Eric Gbeho and Peter Nkegbe, and going into its bank accounts.

Mr Addison was, therefore directed by the Supreme Court to return to the High Court and participate in its proceedings, where he has been sued for falsely holding himself out as the Company Secretary without having been duly appointed as such.

However, Mr Addison continues to be restrained from holding himself out as Company Secretary of Merlin Gaming Ghana Limited or from operating its bank accounts in that capacity, until the final determination of that suit.

This year, The Herald broke the news on alleged falsification of documents at the Registrar General’s Department by a client of Mr Addison, lead counsel for the New Patriotic Party (NPP) in the 2012 election petition case, leading to his appointment as secretary of a company called Merlin Gaming Ghana Limited, operators of an SMS lottery, under some bizarre circumstances.

In possession of The Herald are several documents from the Registrar General’s Department, painting a sorry state of affairs in that vital state department which is supposed to protect companies’ records, as well as the interest of their owners.

The issue is currently a huge matter being investigated by the Police Criminal Investigation Department (CID) and the Registrar General’s Department.

Indeed, an application to have Lawyer Charles William Zwennes jailed for Contempt of Court by an Accra High over the matter, could not be heard because Justice Gifty Adjei Addo, said to be a younger sister of Samuel Atta Akyea; Minister for Works and Housing, was reportedly indisposed just when the session was to begin.

Also in the custody of this paper are court records, documents from two law firms, as well as complaints to the General Legal Council, demanding disciplinary actions against two legal practitioners; Philip Addison and one Denis Adjei Dwomoh for falsely holding themselves as Company Secretary and Company Lawyer of Merlin Gaming Ghana Limited, respectively.

However, among all the documents, those from the Registrar General, showed how persons with ulterior motives could walk in and obliterate documents in that Department, change ownership of companies and addresses, fake signatures, alter owners’ dates of birth and appoint officers without board resolutions. These doctored documents are then used to gain access to funds lodged in banks belonging to the companies.

The Herald’s information is that the Police CID is closing in on Francis Tachie Menson, not only on the forgery of documents of Merlin Ghana at the Registrar General’s Department, but the appointment of his lawyer, Philip Addison as Company Secretary and Denis Adjei Dwomoh as Company Lawyer, although there had not been board meetings and resolutions to that effect.

Messrs. Eric Gbeho and Peter Nkegbe, who have been identified as the real owners of Merlin Gaming with 50percent shares each, have denied the involvement of Mr Tachie Menson in their company, as well as board resolutions appointing Philip Addison and one Denis Adjei Dwomoh.

But interestingly, Lawyer Addison in his capacity as Company Secretary, wrote to Stanbic Bank Ghana Limited, warning the bank against allowing the signatories to Merlin Gaming Company account which includes, Lawyer Charles Zwennes.

However, one of the documents in the possession of The Herald is dated December 19, 2019 and addressed to The Registrar-General, Mrs. Jemima Oware, titled “Complaint of forgery & falsification of documents of Merlin Gaming Ghana Limited on your register with intent to commit fraud by Francis Edward Tachie Menson – Request for an investigation to ensue by the registrar. Section 177(1) (E) of Act 992”.

The letter written on behalf of one of the shareholders; Eric Gbeho in his capacity as Board Chairman and Company Secretary of Merlin Ghana, said “this complaint is made against Francis Edward Tachie Menson and its terms are that over the course of a yet unspecified period, he has committed various acts of forgery and falsification of documents filed in your department with the intent of defrauding the company and its members”.

The letter signed by Charles William Zwennes in his capacity as Solicitor for Merlin Gaming Ghana Limited, as well as Eric Gbeho, referred to Francis Tachie Menson, as a culprit, saying he had “embarked on this criminal enterprise by firstly inserting his name onto the Regulations and subscription page of the company as a director and subscriber of 8,000 shares, hoping thereby to hold himself out as a majority shareholder with the hope of enjoying in the pecuniary fortunes of the company”.

It further disclosed that Merlin Gaming “is currently engaged in negotiations of a settlement of a contract claim made by it against the National Lottery Authority, and expects to receive a settlement sum of GHC15, 000, 000, 00 in lieu of a damages claim for breach of contract. Through this means of perpetrated fraud, Mr. Francis Tachie Menson hopes to claim a major stake of this amount”.

The letter pointed to Mrs. Oware that her “investigations will show that Mr. Francis Tachie Menson has tampered, doctored and falsified the following: 1. The Regulation of Merlin Gaming Ghana Limited. 2. The Forms 3 & 4 of Merlin Gaming Ghana Limited. 3. Form 17 Falsely appointing one John Dawonne without due process of board approval”.

It went further to state that “investigations will also show that the said culprit has also taken advantage of the company re-registration exercise embarked upon by your Registrar sometime last year, and submitted re-registration application forms with false information and personal details of the true members and directors of the company”.

Referring to the registration forms, it added that “on these forms as well, the culprit has forged the signature of our client, Mr. Gbeho as Company Secretary several times on Annual Returns for 2016 and 2017, application forms and the like. The falsity of these forms are residential addresses, dates of birth et cetera of the true owners and directors of the company are even wrong and fictitious in many instances. Strangely however, these same documents purport to bear the signature of our client.

The letter informed the informed Registrar General that “through the internal processes of data entry in your Department, this false data has been entered onto your Companies Register, thereby falsely distorting the entire ownership and corporate governance structure of Merlin Gaming Limited to you and unsuspecting persons”.

It pointed out to her “you will also see through your investigation that the said culprit has gone to the trouble of procuring “certified True Copy “stamps imprinted onto some of these doctored documents to create the false impression of authenticity, which is not so”

Mr Zwennes’ letter concluded by asking that “for the sake also of upholding the good name and stringent endeavours that you have made to preserve the integrity and accuracy of your record-keeping department, my client and our firm hereby undertake to offer you every corporation and assistance in your investigations”.

Source: The Herald