The Supreme Court dismissed an appeal by Anointed Star Construction & Trading Limited in a commercial dispute over unpaid building materials, reaffirming that a buyer who takes delivery of goods and uses them may lose the legal right to reject them, even where defects are subsequently alleged.
In a judgment delivered on June 3, 2026, the Supreme Court held that the construction company failed to establish that the metal columns and beams it complained about were the same goods supplied under the contract. The Court further held that the company had accepted the goods by dealing with them as its own and had failed to prove that it communicated a valid and timely rejection to the supplier.
The decision, in C. A. Limited v. Anointed Star Construction & Trading Ltd & Anor, Civil Appeal No. J4/03/2022, also addressed the circumstances in which a court may determine a reasonable price for goods, the evidential burden in allegations of fraud, and the strict proof required for special damages in commercial litigation.
Background to the Dispute
The dispute arose from a credit transaction involving the supply of building materials to Anointed Star Construction & Trading Limited, which had secured a contract to construct buildings on the external campus of the University of Education, Winneba, at Onwe in the Ejisu-Juaben Municipality.
According to the judgment, the construction company approached C. A. Limited, a hardware and building materials dealer in Takoradi, for supplies on credit, with payment expected within three months.
Between June 13, 2013, and December 19, 2015, C. A. Limited supplied goods valued at GH¢908,940 and advanced GH¢97,700 in cash. After payments totalling GH¢398,140, the supplier claimed an outstanding balance of GH¢608,500.
Following unsuccessful demands for payment, C. A. Limited commenced an action at the High Court, Sekondi, seeking recovery of the outstanding amount, interest and costs.
Anointed Star disputed the claim and counterclaimed for the return of a 50-room scaffold allegedly belonging to it, together with GH¢6,750 per month from February 2016 as damages for the loss of its use.
The High Court entered judgment for C. A. Limited on its claims and dismissed the counterclaim. On appeal, the Court of Appeal set aside the judgment against the construction company’s managing director, Solomon Kwame Gyan, finding that he had not legally guaranteed the debt.
The Court of Appeal also ordered the return of the scaffold and awarded GH¢10,000 in nominal damages instead of the special damages claimed. It otherwise upheld the judgment in favour of C. A. Limited.
Dissatisfied with the outcome, Anointed Star appealed to the Supreme Court.
Supreme Court Examines the Right to Reject Goods
Delivering the lead judgment, Justice Tanko Amadu explained that the dispute was governed principally by the Sale of Goods Act, 1962 (Act 137), which regulates the obligations of sellers and buyers, the conformity of goods with contractual requirements, and the remedies available where those obligations are breached.
The Court explained that under Sections 49 to 52 of the Act, a buyer’s right to reject goods is subject to specific conditions. A buyer may reject goods where the seller breaches a fundamental obligation, commits a non-trivial breach of a contractual condition, or induces the contract through fraudulent or innocent misrepresentation.
However, the right is not permanent. Section 52 provides that a buyer may be deemed to have accepted goods by expressly communicating acceptance, by dealing with them in a manner inconsistent with the seller’s continued ownership, or by retaining them beyond a reasonable time without communicating rejection.
The Court stressed that a buyer seeking to reject goods must communicate that decision to the seller and must be able to prove that the rejection was both valid and timely.
Applying these principles, the Court found that Anointed Star had taken delivery of the disputed metal columns and beams, transported them to its construction site and used them on the project. Those actions, the Court held, were inconsistent with the supplier’s continued ownership of the goods and constituted acceptance under Section 52 of Act 137.
The Court further observed that the company’s purported rejection, which it said had been communicated in a letter dated August 22, 2015, was not sufficiently proved. There was no adequate evidence that the letter had been served on C. A. Limited.
The Court also noted that the company’s representative admitted during cross-examination that he was raising the allegation that the goods were unsuitable for the first time in the witness box.
Consequently, even if the company had established that the goods did not conform to the contract, it had lost the right to reject them through its conduct and failure to demonstrate a timely, communicated rejection.
Expert Evidence Must Relate to the Goods in Dispute
The Supreme Court also rejected the construction company’s reliance on expert evidence to establish that the metal plates were unsuitable for their intended purpose.
The company’s structural engineering expert had assessed metal plates and concluded that most of the 143 plates examined weighed approximately 56 kilogrammes each, making them unsuitable for use as formwork.
However, the Court found a fundamental weakness in that evidence: the company had not established that the items examined by the expert were the same goods supplied by C. A. Limited. Under cross-examination, the expert acknowledged that he did not know the source of the metals he examined and had assessed items presented to him by the construction company.
The Court held that expert opinion could assist a court on matters outside its ordinary experience, but it was not binding. Its value depended on the reliability of the factual foundation upon which it rested.
The Court of Appeal was therefore entitled to reject the expert’s conclusions because the evidence did not sufficiently connect the examined materials to the goods involved in the transaction.
The decision emphasises the importance of establishing a clear evidential link between an expert’s findings and the subject matter of the dispute.
Agreed Prices and Allegations of Fraud
Another issue concerned the construction company’s argument that the courts below should have determined a reasonable price for the iron rods supplied by C. A. Limited. The company alleged that the supplier’s prices were inflated and relied, among other things, on invoices from another supplier, B5 Plus, which showed lower prices.
The Supreme Court rejected the argument, explaining that the obligation to pay a reasonable price arises only where the price has not been determined by the contract or left to be determined through an agreed contractual mechanism.
In this case, the Court found that the parties had agreed on the prices. A written credit sale agreement dated October 1, 2014, prepared by the construction company’s own lawyer, specified the cost of the metal columns and beams and provided a payment schedule. The invoices for the other supplies had also been signed by the company’s representative.
The Court held that where parties have fixed their prices, the court cannot substitute its own assessment merely because one party later considers those prices excessive.
It also observed that the company’s pleadings had not asserted that no prices were agreed. Rather, the company had initially contended that the supplier charged more than the agreed prices. The later argument that no prices had been agreed was inconsistent with that position.
On the allegation of fraud, the Court reiterated that fraud in a civil suit must be distinctly pleaded and proved beyond reasonable doubt. The construction company’s reliance on the consecutive numbering of the supplier’s invoices was insufficient to establish fraud.
The Court also rejected the comparison with prices charged by another supplier, noting that prices obtained from a different trader, or quoted years after the transaction, could not establish what the parties had agreed between 2013 and 2015.
Accordingly, the Court found no basis for requiring the lower courts to determine a reasonable price.
Construction Firm Fails to Prove Claimed Scaffold Losses
The Supreme Court also considered the company’s challenge to the GH¢10,000 nominal damages awarded in respect of the scaffold. Although the Court of Appeal had ordered the return of the scaffold, the construction company maintained that it was entitled to GH¢6,750 per month from February 2016, amounting to GH¢357,750 on its calculation.
The Supreme Court held that the claim constituted special damages, which must be specifically pleaded and strictly proved, both as to the loss suffered and its monetary value.The company had not produced a hire agreement, invoice, customer testimony or other reliable evidence establishing the scaffold’s rental value or the income it could have generated.
Its evidence consisted primarily of suggestions put to the supplier’s witness during cross-examination, which the witness rejected. The Court held that a suggestion made in cross-examination and denied by a witness does not, by itself, constitute proof of the suggested fact.
The Court explained that where a claimant establishes that a loss occurred but fails to prove its precise value, an award of nominal damages may be appropriate. However, a court cannot calculate substantial damages using figures unsupported by evidence.
It therefore upheld the GH¢10,000 award, finding no basis for appellate interference.
Supreme Court Dismisses Appeal
The Supreme Court dismissed the appeal, holding that the construction company had failed to demonstrate the errors necessary to disturb the concurrent findings of the High Court and the Court of Appeal.
In a concurring opinion, Justice Yonny Kulendi emphasised that courts are not permitted to renegotiate contractual terms for parties in the absence of a legally recognised reason to interfere with the agreement.
He stressed that agreements must be honoured and that allowing parties to evade contractual obligations without lawful justification would be injurious to commerce and trade.
Lessons for Commercial Traders
The Supreme Court’s decision offers several important lessons for businesses engaged in commercial transactions:
Honour agreed prices: Parties should carefully review and document prices before concluding a transaction. A party cannot easily challenge an agreed price without sufficient evidence.
Inspect goods promptly: Buyers who discover defects should communicate their rejection promptly and clearly, rather than continue using the goods and later dispute their suitability.
Keep proper records: Contracts, invoices, delivery notes, payment receipts and correspondence can be crucial in resolving commercial disputes.
Prove allegations with evidence: Claims of fraud, inflated prices or defective goods must be supported by credible evidence; mere allegations are insufficient.
Prove losses before claiming damages: Businesses seeking compensation for losses must provide evidence of the actual loss and its value. Merely stating an amount in court is not enough.
