The Supreme Court decision in Dalex Finance and Leasing Company v Ebenezer Amanor has examined the circumstances under which an act of an officer of a company constitutes a binding act of the company.

In the Dalex Finance case, the Supreme Court affirmed, amongst others, that not all acts of officers or agents of a company are considered acts of the company, and even for those whose relationship warrants their acts to be deemed acts of the company, it is not every act of theirs that the law treats as acts of the company.

Furthermore, for a company incorporated in Ghana to be held vicariously liable for the acts of its employees, those employees must have been acting within the scope of their employment and must not be ‘on a frolic of their own’.