The case of Merlin Gaming Ghana Limited, in which Lawyer Philip Addison, lead counsel for President Akufo-Addo and the New Patriotic Party (NPP) in the 2012 election petition case, has been accused of some unprofessional conducts as a lawyer, including becoming a secretary of the SMS Lottery Company under some fraudulent circumstances, has taken a new turn.
The new development, has seen a complaint regarding a serious case of banking malpractice lodged against one Dennis Adjei-Dwomoh, a non-executive director on the governing board of the National Investment Bank (NIB).
According to Merlin, Mr Adjei-Dwomoh, a lawyer of the company, who was once engaged in a case with respect to the company, ''unfortunately became himself personally interested in the pecuniary fortunes of our company''.
Mr Adjei-Dwomoh, whose services as a lawyer for Merlin was on the recommendations of Philip Addison, is accused of breaching his fiduciary role by using his influence as board director at NIB to open a fictitious account in the name of the company in an attempt to transfer USD300, 000.00 of the company's funds from its account held at Stanbic Bank ''so that he could lay his hands on it to enrich himself and his cohorts''.
Portions of the complaints dated February 17, 2021, said that Mr Adjei-Dwomoh, had done the act by ''exerting his heavy influence over internal staff there at NIB, Adjei-Dwomoh used his weight to have an account opened in the name of our Company NIB which he enabled to get done without even a shred of our company's incorporation documents, certificates being presented or produced, or any KYC protocols being carried out or observed''.
The complaints signed by the Managing Director of Merlin Gaming Ghana Limited, who is also a Founder and a shareholder of the company, Peter Nkegbe, stated that ''the account opened at NIB by Dennis Adjei-Dwomoh under such dubious circumstances constitutes a serious fraud, a conflict of interest and a gross abuse of office on his part''.
''The fraud committed by him was committed with intent to steal USD300, 000.00 from our company. Adjei-Dwomoh is said to have assured his cohorts that once the bank account was opened and a cheque made out in its favour, he would enable clearance and credit to the fake account within the space of one hour. It took the timely intervention of having the cheque stopped when it became clear that all of this was being done completely without directorship consensus or due process within our company's governance laws and regulations''.
The complaint has been served on the Governor of Bank of Ghana (BoG); Dr Ernest Addison and the head of Banking Supervision Division of BoG; Osei Gyasi because ''such gross misconduct and dishonesty perpetrated by Dennis Adjei-Dwomoh undermines the integrity and confidence in entire the banking industry and puts the NIB, - a state owned bank, - to mistrust and disrepute within the minds of ordinary Ghanaians, who are all its owners and stakeholders.''
The Head of CID, Ken Yeboah and FFU of the Police Headquarters, had also copied for criminal investigations to commence against Dennis Adjei-Dwomoh, towards a criminal prosecution.
The Board Chairman of NIB; Michael Ayesu and the Company Secretary of NIB, who coincidentally happens to be Dennis Adjei-Dwomoh for their quick action.
This the complaint said, is because, ''the misconduct of Dennis Adjei-Dwomoh, whom we are told is a political appointee to the board of NIB, calls for swift and decisive disciplinary action to be taken against him and his perpetrators in order to restore the reputation of the bank and the overall confidence in the integrity of our banking industry''.
Background to the complaint, Mr. Nkegbe stated that ''Dennis Adjei-Dwomoh, was one time in 2019 engaged by our company on the recommendation of another lawyer - Phillip Addison,- who at one time held himself out as a secretary of our Company''.
But ''Over the course of their professional engagements, we paid those two individuals litigation fees totalling USD100,000.00, with USD30,000.00 to Dennis Adjei-Dwomoh, and USD70,000.00 to Phillip Addison for some court cases. Our company had always banked only with Stanbic Ghana Limited, ever since I opened its accounts there in 2014, and Stanbic served as its sole, exclusive bankers at all material times and before and after our professional relationship had with those two individuals, Addison and Adjei-Dwomoh''.
''The interests, however, of lawyers Addison and Adjei-Dwomoh in our company's affairs began to appear somewhat more personally motivated and focused on their unjust enrichment, through their use of a third party whose claim of share ownership in the company has been the subject of a court battle going on for the last three years'', it said.
According to him, ''In February 2020, Addison attempted to convene a board meeting of the company to amongst other things to change its bankers and mandated signatories to its accounts. The intentions of Addison, acting with the legal service of Adjei-Dwomoh, was to lay their hands on cash reserves of our company safely banked with Stanbic Bank in our accounts held there. On 28th February 2020, the High Court properly granted an injunction restraining Addison and all agents and cohorts of his from holding any such meeting, or attempting to make any such changes to the company's bankers or its mandated account signatories''.
It said that ''subsequent to that, Lawyer Adjei-Dwimoh, acting for Addison, made several appellate court attempts (including one even to the Supreme Court) seeking to have the injunction against his other client lifted. All of these attempts litigated by Lawyer Adjei-Dwumah failed. The injunction therefore remained in place''.
''The effect of the restraining order in force since February 2020, worked a frustration on Lawyers Dennis Adjei-Dwomoh and Addison, who still desperately wanted to gain control over the further sharing and distribution of our monies held in our company's accounts''.
''These are the background circumstances that led to the offences committed by Dennis Adjei-Dwomoh, particulars of which are stated later herein'', adding ''more recently, Adjei-Dwimoh succeeded in opening the fictitious account at NIB. It is not clear whether his mysterious achievement at such a feat was aided and assisted by further influence from his friend and client Lawyer Phillip Addison, who is the elder brother of the current Governor of the Bank of Ghana, Dr. Ernest Addison. All these serious questions beg for answers through an investigation, in the interest of preserving the image of our already fragile banking industry''.
Mr. Nkegbe listed the particulars of offences ''Conflict of Interest'' saying Dennis Adjei-Dwomoh had ''allowed his personal interest to conflict with his professional fiduciary duty as a board director of the bank, when he led our company to irregularly open an account at NIB without resolution authority from our board''.
He also cited for ''fraud'' because ''being the lawyer in the litigation in which an injunction had been granted and was in force, Dennis Adjei-Dwimoh was fully aware of the fact that the board of the company and indeed the entire company was under an injunction restraining it or anyone from opening any new accounts with any new bankers or changing any mandated signatories of it. In using his influence as a board director to cajole officers of NIB to irregularly open an account there based on his post as a statutory officer there, he lied to NIB that our company was free to establish a new banking relationship with it, and he thereby committed a fraud''.
The MD of Merlin further accused the lawyer of ''Abuse of Office'' – saying ''Dennis Adjei-Dwomoh abused his office as a director by using the said office to influence internal bank staff at NIB to irregularly open the account without any documentation or authorisation''.
Additionally, Mr Nkegbe also accused the lawyer of ''dishonesty'' saying ''The conduct of Dennis Adjei-Dwomoh betrays acts of patent dishonesty on his part, due to the fact that he acted as lawyer of, and in concert with, his friend and client, Phillip Addison to circumvent the restraining effect of the injunction by opening a fictitious account at NIB into which they contrived to transfer USD300, 000.00 of company funds for their control and distribution. This is manifest evidence of intention in the part of the board member to use the NIB banks' account at an interment of fraud, with intent to commit theft''.
The lawyer as an officer of the court, Mr Nkegbe stated had also shown a ''flagrant disobedience of a Court Order'', because as a full time practicing lawyer, ''his wrongful acts are also a calculated breach and defiance of a High Court order of injunction.
''Sir, we are in possession of documentary evidence of internally-generated NIB documentation, establishing the fact that the false account was irregularly established and opened. What remains is for you as Head and your regulatory/ supervisory/disciplinary division as governing authority over the banking industry to find out how and why such flagrant abuse of banking rules was done, under criminal circumstances and with potentially devastating consequences of a massive theft of banked, customers' funds''.
Meanwhile, Mr Nkegbe has is an email sighted by The Herald sent a strong warning to Francis Tachie Menson, who is accused of forging of documents of Merlin Ghana at the Registrar General's Department to appoint, Philip Addison as Company Secretary and Mr Adjei Dwomoh as Company Lawyer, although there had not been board meetings and resolutions to that effect, to stay away from his company.
The letter dated Sunday, February 14, 2021, 11:06 am, had Philip Addison, Mr Adjei Dwomoh and Eric Gbeho read;
Dear Mr F Tachie-Menson,
Kindly find attached your response.
Additionally I will want to notify you as follows;
I, Peter Nkegbe of 26 Nortei Ababio street, Airport Residential Area, Accra and as Founder, Executive Chairman and Managing Director of Merlin Gaming Ghana Ltd. have submitted to my lawyers your joint fraud and attempted theft of USD300,000.00 and GHS10,000.00 from the Company's Stanbic accounts (jointly and in concert with Winfred- NIB Branch Manager of Nester Square Branch, Lawyer Philip Addision, Lawyer Dennis Adjei Dwomoh ) on 18th September 2020, with myself, Mr F Tachie-Menson, Lawyer Dennis Adjei-Dwomoh & Winifred all present during this attempted fraud and theft of our company funds.You would recall… my co-Founder, Partner & Director – Eric Gbeho WAS NOT PRESENT DUE TO A DELIBERATE ORCHESTRATION BY Lawyer's Philip Addison & Dennis Adjei-Dwuomoh.As such I have instructed my lawyers to report this matter to the Police, CID, CID-FFU & EOCO and MULTIPLE LEGAL ACTIONS against all named individuals in this fraud and attempted theft.Furthermore, I warn you not to attempt to contact Access Bank or any other partners of Merlin, otherwise.