On the substantive grounds, Beacon Hill relied on section 32(6) of Act 689 and on Lizori Limited v. Boye & School of Domestic Science and Catering, Woodhouse Ltd v. Airtel Ghana Ltd and Nii Aflah v. Boateng for the rule that an unstamped instrument is inadmissible. It argued that neither exhibit satisfied the definition of a contract of sale in section 1 of the Sale of Goods Act, 1960 (Act 137). In its view, Exhibit A was a loan or debt restructuring agreement, and Exhibit B merely recorded goods already supplied, property already passed and a debt already accrued.

Respondent's Arguments

Boris B contended that it is neither uncommon nor improper for an appellate court to withhold detailed reasons in an interlocutory matter, relying on Republic v. High Court, Tema; Ex parte Kofi and other authorities. On the substance, it urged an objective reading of the documents. It pointed to the "Seller" and "Buyer" labels, the recital that the subject matter was the purchase of raw materials, the statement of the price at which the raw materials were sold, and the buyer's representations about the purchase. It stressed that the exemption covers instruments "related to" the sale of goods, not only completed contracts of sale, and that the Stamp Duty Act authorities were inapplicable because they concerned instruments that actually required stamping.

Court's Findings

The Court first held that the Court of Appeal had erred in not giving reasons. Caution in an interlocutory appeal requires restraint in language and in the scope of what is decided, but it does not relieve a court of the duty to explain its decision. Relying on Apeah v. Asamoah, and on Canadian and English authority, the Court stressed that reasons promote transparency, enable appellate review and sustain public confidence. The question of whether the exhibits needed stamping was a narrow question of admissibility, which the Evidence Act, 1975 (NRCD 323), treats as a question of law. Answering it with reasons would not have decided the merits.

The Court added that the delay might have been avoided if reasons had been given, since the trial had been pending since March 2025. Inadequate reasons, however, do not automatically invalidate a judgment.

On the substantive issue, the Court reaffirmed that, under section 32(6), a chargeable but unstamped instrument cannot be admitted in civil proceedings unless a statutory exception applies. It then turned to the third exemption in the First Schedule, which covers an "agreement, letter or memorandum made for or related to the sale of any goods, wares or merchandise." Because the two limbs are joined by "or," they must be read disjunctively. A document is "made for" a sale if it is itself the contract of sale, while "related to" is a phrase of broad import that reaches documents connected with a sale by being supplementary to it or arising out of it. Otherwise the extra words would serve no purpose.

The Court accepted that looking at the substance rather than the label is correct in stamp duty matters, but said that principle cuts both ways. Calling Exhibit A a "Loan Agreement" did not settle its character. The debt it restructured was the unpaid price of raw materials, which are goods, and was not an independent cash advance. Exhibit B made the link plain through its "Seller" and "Buyer" labels and its reference to the purchase price. It was therefore artificial to sever the documents from the underlying sale. The Court stressed that this said nothing about liability, voluntariness, enforceability or the weight to be given to the exhibits, all of which remain for trial. It also declined to consider whether the documents might attract duty under another head, such as that for promissory notes, because the objection had been argued solely under the "Agreement" head.

Dzamefe JSC agreed with the result but took a different view of the reasons point. In his opinion, the Court of Appeal acted properly in declining to give detailed reasons in an interlocutory appeal, in order to avoid prejudging the trial and usurping the trial court's role, so its approach was not an abdication of the judicial function.

Decision

The Supreme Court held that Exhibits A and B are agreements or memoranda related to the sale of goods within Exemption (3) of the "Agreement" head of the First Schedule to Act 689. They were therefore not inadmissible merely for want of stamping, and the High Court rightly admitted them. Although the Court of Appeal erred in failing to give adequate reasons, that error did not dispose of the appeal, and ground 4 needed no separate consideration. The appeal was dismissed, the Court of Appeal's decision affirmed, and the case returns to the High Court to continue.

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