A twelve-year legal saga that began as a modest contract dispute between an insurance sales agent and his principal has ended with a Court of Appeal judgment that carries with it implications for employers, independent contractors, and the administration of justice in Ghana.
The case of Noel Jean K. Brahini v Enterprise Life Assurance Ghana Limited (Suit No. H1/229/2024, judgment delivered 13th November 2025) produced a majority decision affirming the trial court’s judgment and a vigorous dissent, together covering issues of time computation for appeals, the nature of agency versus employment, the right to remuneration for work done, and the requirements of natural justice before termination.
Background: A Top Sales Agent Abruptly Cut Off
Noel Jean Brahini was engaged as a sales representative by Enterprise Life Assurance Ghana Limited under a written Sales Representatives’ Agreement dated 11th December 2007. For six years he marketed and serviced life assurance products on a commission basis, rising to become one of the company’s top hundred sales agents and later serving as National President of the Enterprise Life Agents Association.
In February 2013, Brahini was arrested following a complaint by Enterprise Life’s fraud investigator, who alleged he had demanded GH¢500 from the widow of a deceased policyholder to process an insurance claim. He was detained overnight, released on bail, but never charged or prosecuted. From March 2013, Enterprise Life stopped paying his commissions. After a series of queries relating to absenteeism and non-submission of KRA reports, but notably no query on the extortion allegation itself, the company terminated his contract on 5th August 2013 on grounds of “misconduct,” and declared that no benefits were payable.
Brahini sued in the High Court, which in July 2020 found in his favour, awarding him unpaid commissions, a lump-sum equivalent to one year’s commission, GH¢50,000 in general damages, interest, and costs. Enterprise Life appealed. The Court of Appeal delivered a majority ruling affirming the decision of the High Court.
Issue 1: Was the Appeal Filed in Time?
Before the merits, the Court had to resolve a jurisdictional challenge. The High Court delivered its judgment on 28th July 2020. Enterprise Life filed its Notice of Appeal on 28th October 2020. Brahini argued this was one day late: Rule 9(1)(b) of the Court of Appeal Rules, 1997 (C.I. 19) allows three months “from the date of the decision,” and on his computation that period ended on 27th October 2020.
The Court held that C.I. 19, as a Constitutional Instrument, is subordinate legislation, and that where it conflicts with an Act of Parliament, the Act prevails. Section 44(3) of the Interpretation Act, 2009 (Act 792) provides that where a period of time is to be reckoned “from” a particular day, that day is excluded from the calculation. Applying this provision, and relying on the Supreme Court’s earlier decision in Torgbenu & 2 Others v Torgbe Nakakpo Dugbaza VIII [2019-2020] 1 SCGLR 304, the Court held that the three months ran from 29th July 2020, making 28th October 2020 the last permissible day. The appeal was therefore competent.
For litigants, law students and counsel, the rule is now clear that the Interpretation Act governs the computation of time limits in court rules, and the date of judgment is excluded from the prescribed period.
Issue 2: An Employer Cannot Withhold Remuneration Earned Before Misconduct
The most commercially significant principle to emerge from the majority judgment is this: even where a worker is ultimately found guilty of misconduct, an employer or principal cannot deprive them of remuneration that had already accrued for work done before the misconduct occurred.
Enterprise Life argued that its internal practice was to suspend commissions where an agent failed to perform, and that this practice justified withholding payments from March 2013 onwards. The Court roundly rejected this. The Sales Representatives’ Agreement (Exhibit NB1) contained no such provision. Under cross-examination, the company’s own representative conceded that the practice of withholding commission for non-performance was neither in the agreement nor in written policy.
Citing the biblical injunction: “The labourer is worthy of his reward” (1 Timothy 5:18), the majority invoked both legal principle and good conscience. The Court framed the question whether it would be just for an employer to retain the benefit of an agent’s past work while denying him the commission earned for that work? The answer was unequivocally no. Such conduct, the Court reasoned, would amount to unjust enrichment, a doctrine consistently deprecated by Ghanaian courts.
For businesses, the lesson here is that whatever grounds exist for terminating a contract or relationship, they do not retroactively extinguish remuneration already earned. Attempts to use misconduct as a vehicle to escape past payment obligations will not survive judicial scrutiny where the contract does not expressly permit it.
Issue 3: Misconduct Must Be Proved and the Accused Must Be Heard
Enterprise Life terminated Brahini’s contract explicitly for misconduct, and its own agreement provided that termination for misconduct carried no benefits. This is a commercially common clause. But both the majority and the dissent found that Enterprise Life could not validly invoke it, because it failed on two counts.
First, misconduct was not proved. The allegation of extortion is a criminal allegation, and Ghanaian courts have consistently held that even in civil proceedings, a criminal allegation must be proved beyond reasonable doubt (Section 13(1) of the Evidence Act, 1975, NRCD 323; Feneku v John Teye [2001-2002] SCGLR 985). The person allegedly extorted was never called to testify. Brahini was never charged, never prosecuted, never convicted. The police report, which the company’s own witnesses admitted was not signed by Brahini and did not support a finding that he received money, could not substitute for proof. The extortion allegation, as the trial court vividly put it, “died its natural death.”
Second, Brahini was never given a hearing on the extortion allegation at all. Enterprise Life’s regional sales manager testified that the company did not query or confront Brahini with the police report because “we felt there was no need,” believing the police process served as a hearing on their behalf. The Court categorically rejected this: a police inquiry is not a substitute for an internal contractual hearing, particularly when the criminal process produces no charges or conviction. The rule of natural justice, ‘audi alteram partem’(hear the other side), was violated. A party cannot be condemned for misconduct without being given the opportunity to respond to the allegation.
This principle applies regardless of whether the relationship is classified as employment or agency. Any principal or employer who invokes misconduct to deny an agent or employee their contractual benefits must be prepared to prove that misconduct and to demonstrate that the accused was given a fair opportunity to be heard.
Issue 4: The Employment vs. Agency Debate Where the Judges Parted Ways
The most interesting aspect of this judgment is the sharp divide between the majority and dissent on the classification of the relationship and the consequences that flow from it.
The trial High Court had characterised Brahini as a “worker” under the Labour Act, 2003 (Act 651) and applied Section 63 on unfair termination. The majority upheld the trial court’s conclusion without dwelling extensively on the employment versus agency distinction. Dr. Owusu-Dapaa JA, dissenting, took a more rigorous approach and held that the relationship was plainly one of commercial agency, not employment.
Applying the test from Ready Mixed Concrete (South East) Ltd v Minister of Pensions and National Insurance [1968] 2 QB 497, as affirmed in the Ghanaian case of Koufie v Ghana Commercial Bank Ltd [1990] GLR 513, the dissenting Judge found that Brahini bore his own expenses, was remunerated entirely by commission, was not on the company’s payroll, and had no salary, leave entitlements, or social security contributions. To him, the hallmarks of employment were simply absent. The Labour Act did not apply. His rights were confined to the agreement and the general law of contract.
The consequence of the dissent’s position is that the GH¢50,000 general damages would have been set aside as duplicating the contractual termination benefit already available under the agreement, and costs would have been awarded to the Appellant instead.
For Ghana’s growing gig and commission-based workforce such as insurance agents, financial advisers, sales representatives, and similar categories, the classification question determines whether the statutory protections of the Labour Act apply or whether rights are confined entirely to the written contract. The dissent’s postscript serves as a useful reminder to practitioners that terms like “unfair termination” and “dismissal” are statutory terms of art, and using them loosely in agency disputes risks misdirecting courts and blurring jurisdictional lines.
Key Takeaways for Business and Practice
1. Time for appeals runs from the day after judgment. Section 44(3) of the Interpretation Act excludes the date of the decision from the computation period. Practitioners must apply this when calculating appeal deadlines under C.I. 19.
2. Accrued remuneration cannot be forfeited by misconduct. Commissions or wages earned for work already performed cannot be withheld by invoking subsequent misconduct, unless the contract expressly so provides. An unwritten internal practice will not suffice.
3. Criminal allegations in civil proceedings require proof beyond reasonable doubt. Where misconduct involves a criminal act, such as extortion, fraud, theft, the standard of proof is that of the criminal courts, even in a civil trial. An unproven allegation cannot ground termination for misconduct.
4. A hearing on misconduct is non-negotiable. The audi alteram partem rule applies in agency and employment relationships alike. Terminating for misconduct without putting the allegation to the accused and giving them a genuine opportunity to respond is procedurally wrongful, regardless of the classification of the relationship.
5. The agency/employment distinction matters. Courts will look at economic reality, not labels. Commission-only agents who bear their own costs and have no payroll rights are unlikely to be classified as employees under the Labour Act. Draft agreements should clearly reflect the intended relationship.
6. Include ADR clauses. Disputes of this nature are well-suited to mediation or arbitration. A well-drafted ADR clause could have resolved this dispute years earlier at a fraction of the cost incurred.
