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The Court of Appeal in the July, 2026 case of KAA LAW v. BANK OF GHANA [TLP-CA-2026-40] has dismissed a law firm’s claim for over US$1.24 million in commission owed to it by the Bank of Ghana for helping the bank search for land to build its new head office.
The Court held that the Law firm could not recover a fee as the bank’s agent when the evidence showed it was in fact acting for the seller of the very land in dispute.
The unanimous decision, a copy of which may be read below, delivered by Justice Dr. Osei-Hwere with Justices Mensah-Homiah and Myers Ahmed concurring, overturned the trial court’s reasoning that the claim was governed by the legal profession’s fee-recovery rules, but nonetheless upheld the dismissal of the claim on the separate ground that no valid agency relationship existed between the firm and the bank.
Background
KAA Law, a firm of legal practitioners and consultants whose objects of incorporation also cover property and secretarial services, sued the Bank of Ghana claiming it was owed commission on a quantum meruit basis for helping the bank acquire a 6.22-acre parcel of land at Ridge, Accra. The firm said that between 2014 and 2018, at the bank’s request, it searched for and inspected several parcels of land across Accra for a proposed head office building, including sites at the Airport area, North Legon, Kanda, and near the Kempinski Hotel, before eventually identifying the Ridge property, owned by State Insurance Company Limited (SIC).
The firm alleged that after it introduced the bank to the Ridge property, held meetings and inspections with the bank’s officers, and supplied documentation confirming the land was for sale, the bank feigned a loss of interest before quietly going on to acquire the same land directly from SIC, cutting the firm out of the transaction. The bank denied ever engaging the firm as its agent, stating that it had identified the Ridge property independently as far back as 2012 and that the land was ultimately compulsorily acquired by the State through an Executive Instrument, with compensation paid into an escrow account pending resolution of a separate dispute over the land’s ownership.
The High Court dismissed the firm’s claim in its entirety, holding that any claim for fees arising from a solicitor-client relationship was governed by the Legal Profession Act, 1960 (Act 32), and that the firm had failed to produce an engagement letter, a bill of costs, or clear proof of who it was actually representing regarding the Ridge land. The court awarded costs of GH¢50,000.00 against the firm. Dissatisfied, the firm appealed.
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Appellant’s Arguments
The firm argued that the trial judge wrongly applied the legal profession’s ethical rules to what was, in substance, a real estate transaction rather than the provision of legal services, and failed to recognise that an agency relationship had arisen between it and the bank through their years of dealings. It further argued that the trial judge erred in confining quantum meruit relief only to partly performed contracts, and that the GH¢50,000.00 costs award against it was excessive.
Respondent’s Arguments
The Bank of Ghana maintained that it had never engaged the firm to act on its behalf in any capacity, legal or otherwise, and that no lawyer-client or agency relationship existed between the parties in respect of the Ridge land. It argued that, in any event, since the firm’s own case was that it acted on behalf of “its clients” in offering land to the bank, any such claim ought to have been brought by those clients rather than by the firm itself.
Court’s Findings
The Court of Appeal first addressed the trial court’s approach, holding that the Legal Profession Act and its accompanying conduct rules govern fees for legal services, not the non-legal property services the firm’s own objects of incorporation showed it was also authorised to provide. Since the dispute concerned a property search rather than legal advice, the Court found that the fee-recovery formalities under section 30 of Act 32 and the engagement-letter requirement under the ethical rules did not apply, and that the real question was instead whether an agency relationship existed under ordinary principles of agency law.
Examining the record, the Court found there was no written agency agreement between the firm and the bank, and that the parties’ correspondence and joint inspections over the years amounted, at most, to prima facie evidence of an agency by estoppel, that is, a relationship a third party might reasonably infer from the bank’s conduct in dealing with the firm.
That inference, however, was undermined by a letter the firm itself had written to the bank concerning the Ridge property, in which it identified the land as belonging to “our client” and invited the bank to make an offer. The Court held that this letter plainly showed the firm was acting as agent for the seller of the Ridge land, not for the bank as prospective buyer. Accepting the firm’s claim that it also acted as the bank’s agent in the same transaction would, the Court found, make it a dual agent representing both the seller and the buyer, a role the law permits only with the informed consent of both principals, given the fiduciary duty an agent owes to avoid conflicts of interest. As there was no evidence either party had consented to such a dual arrangement, the Court held that no valid agency relationship existed between the firm and the bank, and the firm was therefore not entitled to an agency fee.
On the quantum meruit ground, the Court explained that the doctrine allows recovery of reasonable compensation for services rendered under what was believed to be a binding contract that ultimately lacked legal validity. Having found that the services the firm provided in respect of the Ridge land were rendered on behalf of its own client rather than the bank, the Court held the firm could not claim quantum meruit payment from the bank either.
On costs, the Court noted that the trial court had not explained the basis for the GH¢50,000.00 award, and that an unreasoned costs award may be revisited on appeal. Applying the factors under Order 74 of the High Court Rules, including the length and complexity of proceedings and the work reasonably involved, the Court varied the costs down to GH¢10,000.00.
Decision
The Court of Appeal held that, while the trial court had erred in treating the claim as governed by the legal profession’s fee-recovery rules, its ultimate dismissal of the claim was nonetheless correct, since no valid agency relationship entitling the firm to a fee from the bank had been established. The appeal against the substantive dismissal of the claim was accordingly dismissed, though the appeal against costs succeeded, with the GH¢50,000.00 award reduced to GH¢10,000.00. No order was made as to the costs of the appeal.
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