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The Supreme Court in the case of FOTO-X LTD v. DRIVER AND VEHICLE LICENSING AUTHORITY (DVLA) [TLP-SC-2026-31] has allowed, in part, an appeal by Foto-X Ltd against the Driver and Vehicle Licensing Authority (DVLA), restoring a trial court finding that PVC cards used to produce driver's licences qualify as state-reimbursable "value books," while dismissing the firm's separate claim that a binding ten-year contract was concluded between the parties in 2012.
The decision, delivered by Justice Ackaah-Boafo with Justice Darko Asare offering a voiced concurrence, overturned key findings of the Court of Appeal on the classification of the PVC cards and the structure of the parties' revenue-sharing formula; but upheld the Court of Appeal's rejection of the alleged 2012 contract. The learned Justice Asiedu dissented in part, siding with the Court of Appeal's view that the PVC cards were ordinary consumables rather than value books.
Background
Foto-X, an information technology enterprise, entered into a contract with the DVLA in 2006 to design, install, and operate a system for producing driver's licences at twenty-six centres nationwide. Foto-X said it invested approximately US$2.77 million in the project, in exchange for 80% of net revenue generated from licensing fees, with the DVLA retaining 20% and collecting the fees directly. The firm later claimed that a second agreement, involving an estimated US$9.98 million investment over ten years, was validly concluded in August 2012.
A dispute arose over whether the DVLA was responsible for reimbursing Foto-X for PVC cards used to produce the licences, whether the revenue-sharing formula covered three or four cost components, and whether the 2012 arrangement was ever finalised into a binding contract. Two consolidated suits were tried together at the High Court's Commercial Division, which ruled substantially in Foto-X's favour on all three issues, ordering the DVLA to reimburse US$490,674.01 for the cards. The Court of Appeal reversed nearly every finding, holding the cards were mere consumables, reducing the revenue components from four to three, and finding no concluded contract had come into existence in 2012. Aggrieved, Foto-X appealed to the Supreme Court.
Appellant's Arguments
Foto-X argued that the PVC cards constituted "value books" under Regulation 209 of the Financial Administration Regulations, 2004 (L.I. 1802), pointing to an Audit Service report that classified the cards as such, the DVLA's own conduct in facilitating over twenty reimbursement payments through the Controller and Accountant-General's Department, and the cards' status as official instruments bearing the inscription "property of the Republic of Ghana." It further argued that the Court of Appeal misapplied contract-interpretation principles by excluding "Form" as a fourth revenue component, when the contract expressly incorporated negotiation minutes listing four priced components. Foto-X also contended that the Court of Appeal improperly relied on an estoppel argument the DVLA had never pleaded, and that clear evidence of mutual assent, performance, and DVLA correspondence acknowledging the arrangement established a binding contract in 2012.
1 day ago
4th Aug, 2026
15th Jul, 2026
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Respondent's Arguments
The DVLA maintained that the PVC cards were ordinary consumables, not value books, arguing that under the ejusdem generis principle the general words in Regulation 209(2)(f) should be confined to items resembling the specifically listed examples, receipts, cheque books, and the like, which blank, valueless PVC cards did not resemble. It argued that its Financial Assumptions annex identified only three revenue components, and that the negotiation minutes listing a fourth were merely a record of cost discussions, not a variation of the contract's revenue-sharing terms. On the 2012 contract, the DVLA argued that the parties' own "Statement of Understanding," signed alongside the disputed contract, expressly stated the arrangement was "not a finality" and left several essential terms, including contract duration, equipment ownership, and pricing, for future resolution, meaning no binding agreement had been reached.
Court's Findings
The majority held that Regulation 209(2)(f) was not a residual clause inviting ejusdem generis restriction, but a freestanding power allowing the Controller and Accountant-General to classify items against the broad definition in Regulation 209(1). Since the personalised cards functioned as official state property central to a revenue-generating public function, and since the DVLA had itself acted on the Audit Service's classification for years before the dispute, the Court found the cards fell within the statutory definition, and that a private contract term could not override a statutory allocation of cost to the state.
On the revenue components, the majority found that the contract's express incorporation of the negotiation minutes meant those minutes prevailed over the earlier Financial Proposal where the two conflicted, and that excluding "Form", a component central to the licensing process, would be commercially unreasonable. The Court agreed that the Court of Appeal had wrongly decided part of the case on an unpleaded estoppel, though this had no bearing on the outcome since the value-book claim succeeded independently.
On the 2012 contract, however, the majority sided with the DVLA, finding that essential terms, including duration, scope, and pricing, remained unresolved at the time of signing, as Foto-X's own witness admitted under cross-examination. Correspondence referring to the arrangement's "existence" was held to reflect ongoing negotiation rather than a concluded bargain.
Justice Asiedu, dissenting on the value-books issue alone, held that Foto-X's own evidence, including its financial proposal expressly assuming the DVLA would "NOT invest its own resources into the project", showed the parties never intended the state to bear the cost of the cards. He further reasoned that a driver's licence is not itself used in "public financial business" within the meaning of Regulation 209(1), and that ordering reimbursement on top of the 80% revenue share already paid to Foto-X would amount to unjust double recovery.
Decision
The Supreme Court allowed the appeal in part. It restored the trial court's findings that the PVC cards are value books, subject to reconciliation for payments already made up to 2012, and that the 2006 contract's revenue-sharing formula comprised four components rather than three. It upheld, as a matter of principle only, Foto-X's complaint about the unpleaded estoppel, and dismissed the ground concerning the alleged 2012 contract. Monetary awards of GH¢53,788.88 and £6,625.98, with interest, previously upheld by the Court of Appeal, remained undisturbed, and the question of costs was remitted for reconsideration in light of the split outcome.
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