Nyarko v Design Technology Institute (A11/121/23) [2025] GHADC 173 (24 June 2025)

IN THE DISTRICT COURT 1, MADINA, HELD ON TUESDAY, 24TH JUNE, 2025 BEFORE HER WORSHIP ROSEMARY ABENA GYIMAH AS MAGISTRATE. SUIT NO. A11/121/23 BRIAN OWUSU NYARKO …. PLAINTIFF Unnumbered House Near Life International College QX9P+CPJ Gbetsile, Tema Accra VRS. DESIGN TECHNOLOGY INSTITUTE …. DEFENDANT Mempeasem, East Legon Accra - Ghana …………………..…………………………………………………………………………… JUDGMENT ………………...……………………………………………………………………………… INTRODUCTION This is a civil suit brought by the Plaintiff, against the Defendant, Design Technology Institute (DTI), a Technical and Vocational Education and Training Institute which is a body corporate incorporated in and registered under the laws of Ghana. The Plaintiff and Defendant entered into a Service Level Agreement (hereinafter referred to as SLA) dated 21 February 2023, whereby the Plaintiff undertook to design, develop and deliver a fully functional website for the Defendant within fifteen (15) to twenty (20) 1 working days for a total contract sum of Fifty-Five Thousand, Six Hundred and Forty Ghana Cedis (GHS 55,640.00). The events which seem to have provoked the Plaintiff’s present action are the allegation of breach of the SLA and the failure of the Defendant to make an outstanding payment of Thirty-Three Thousand, Four Hundred and Fifty-Six Ghana Cedis (GHS 33,456.00) for services rendered to the Defendant by the Plaintiff. THE CASE OF THE PLAINTIFF The case of the Plaintiff is that he entered into an agreement with the Defendant on 21 February, 2023 to develop a website for the Defendant within fifteen (15) to twenty (20) working days from the execution of the agreement, for a fee of Fifty-Five Thousand Six Hundred and Forty Ghana Cedis (GHS 55,640.00). The Plaintiff states that it was agreed between both parties that the Defendant pays the Plaintiff forty percent (40%) of the contract fee prior to the Plaintiff commencing work which amounted to Twenty-Two Thousand One Hundred and Eighty-Four Ghana Cedis (GHS 22,184.00) whilst the remainder of sixty percent (60%) of the contract fee amounting to Thirty-Three Thousand Four Hundred and Fifty-Six Ghana Cedis (GHS 33,456.00) was to be paid by the Defendant upon final completion of the website and acceptance by the Defendant. It is the Plaintiff’s case that pursuant to the agreement the Defendant made a part payment of Twenty Thousand Six Hundred and Fifty-One Ghana Cedis (GHS 20,651.00) for which he commenced work and developed the website which he initially hosted on his own subdomain due to the Defendant’s inability to provide hosting access from their previous developer. The Plaintiff asserts that despite sporadic requests from the Defendant for changes, some of which he contends were outside the original scope of service, he completed the development of the website 2 within the stipulated time frame and submitted the website for the Defendant’s review and use. It is the Plaintiff’s further case that all requested changes, inclusive of those beyond the original scope, were effected in good faith and that after delivering the website to the Defendant he requested feedback from the Defendant to meet its expectations but the Defendant did not raise any formal or written objections as required by the contract terms. The Plaintiff contends that after the delivery of the website to the Defendant and after efforts to get the Defendant to pay the outstanding balance owed him he received by way of an email a notice of cancellation of the agreement from the Defendant on 6 April 2023. That the email further stated that the Defendant was not going to pay the Plaintiff the outstanding contract balance of Thirty-Three Thousand Four Hundred and Fifty-Six Ghana Cedis (GHS 33,456.00) based on the Defendant’s assessment of work done. As a result, the Plaintiff says he caused his lawyers to write a demand letter to the Defendant for the outstanding balance owed by the Defendant but the Defendant has till date failed to perform his obligations under the agreement. It is the case of the Plaintiff that the Defendant’s attempt to terminate the contract is invalid and that the Defendant’s refusal to pay the outstanding balance of Thirty- Three Thousand Four Hundred and Fifty-Six Ghana Cedis (GHS 33,456.00) constitutes a breach of contract. It is for this reason that on 27 July 2023, the Plaintiff issued a writ of summons and statement of claim against the Defendant for the following reliefs: a. A declaration that the Plaintiff discharged his obligations under the contract prior to the Defendant’s attempt at cancelling the contract. b. A declaration that the Defendant’s attempt to cancel the contract in April 2023 after the plaintiff has discharged its obligations is invalid. c. A declaration that the Defendant’s refusal to pay the remainder of the Plaintiff’s service fee amounts to a breach of contract. 3 d. An order that the Defendant pays the Plaintiff the outstanding contract sum of Thirty-Three Thousand Four Hundred and Fifty-Six Ghana Cedis (GHS 33,456.00). e. Interest on the sum of GHc33,456.00 from 1st April, 2023 to the date of full and final payment. f. General damages of Breach of Contract g. Costs inclusive of Solicitor’s fees h. Any further orders as this Honourable Court may deem fit THE CASE OF THE DEFENDANT The Defendant filed a statement of defence on 15 August 2023 and denied all the averments of the Plaintiff. It is the Defendant’s case that both parties indeed executed a SLA on 21 February 2023 for the Plaintiff to develop a website for the Defendant within fifteen (15) to twenty (20) working days from the execution of the agreement, for a fee of Fifty-Five Thousand Six Hundred and Forty Ghana Cedis (GHS 55,640.00). The Defendant also admits that both parties agreed that the Defendant pays the Plaintiff forty percent (40%) of the contract fee prior to the Plaintiff commencing work which amounted to Twenty-Two Thousand One Hundred and Eighty-Four Ghana Cedis (GHS 22,184.00) whilst the remainder of sixty percent (60%) of the contract fee amounting to Thirty-Three Thousand Four Hundred and Fifty-Six Ghana Cedis (GHS 33,456.00) was to be paid by the Defendant upon final completion of the website and acceptance by the Defendant. The Defendant further states that pursuant to the agreement it made a part payment of Twenty Thousand Six Hundred and Fifty-One Ghana Cedis (GHS 20,651.00). It is the Defendant’s case that the Plaintiff did not satisfactorily perform his contractual obligations. The Defendant contends that the Plaintiff’s submitted work was riddled 4 with anomalies and defects, such as inconsistent border designs, cluttered section headers, poor navigation, and failure to meet accessibility and functional requirements as specified in the contract. The Defendant asserts that after the Plaintiff’s first and second presentations, detailed feedback and corrections were communicated to the Plaintiff, but these were not properly addressed, leading to repeated failures to meet the contract specifications. The Defendant further avers that the Plaintiff was uncooperative, unprofessional, and at times unresponsive to their numerous invitations for meetings to discuss and resolve outstanding work issues. The Defendant says further that on one such occasion, during an in-person meeting on 3 April 2023, the Plaintiff became argumentative and left abruptly. The Defendant maintains the position that due to the Plaintiff’s repeated failure to deliver a website fit for purpose by the specified deadline and failure to take constructive criticism, they were justified in terminating the SLA after issuing the required seven (7) days notice on 6 April 2023. The Defendant further submits that subsequently it had to engage another developer to complete the website development at an additional cost, thereby denying the Plaintiff’s claim that any of his content or work product was used by the new developer. It is the Defendant’s case that the Plaintiff is not entitled to payment of the outstanding sixty percent (60%) contract sum, as he failed to fulfill the conditions precedent to payment, notably the delivery and acceptance of a fully functional website conforming to agreed specifications. APPLICABLE LAWS AND ANALYSIS The general rule in all civil proceedings is that a party has the burden of persuasion as to each fact the existence or non-existence of which is essential to the claim or defence that party is asserting. 5 Section 14 of the Evidence Act, 1975 (NRCD 323) provides: “Except as otherwise provided by law, unless it is shifted a party has the burden of persuasion as to each fact the existence or non-existence of which is essential to the claim or defence that party is asserting.” The Section 10 (1) of the NRCD 323 explains what constitutes the burden of persuasion as below: “10(1) for the purposes of this Act, the burden of persuasion means the obligation of a party to establish a requisite degree of belief concerning a fact in the mind of the tribunal of fact or the court.” In Eric Opoku (A. B. 57 Abedwan Ashanti) v. Standard Securities Ltd. (Kumasi Branch Ahodwo) and African Support Network, Suit no.: INTS 02/2019 dated 6 May 2019, the High Court referred to the time honoured principle established in Ackah v. Pergah Transport Ltd. (2010) SCGLR 728 @736 as follows; It is a basic principle of the law on evidence that a party who bears the burden of proof is to produce the required evidence of the facts in issue that has the quality of credibility, short of which his claim may fail. The method of producing evidence is varied and includes the testimonies of the party and material witnesses, admissible hearsay, documentary and things (often described as real evidence) without which the party might not succeed to establish the requisite degree of credibility concerning a fact in the mind of the Court or tribunal of fact such as jury, it is trite law that matters that are capable of proof must be proved by producing sufficient evidence so that on all the evidence a reasonable mind could conclude that the existence of the fact is more reasonable than its non-existence. 6 It is also trite law that the balance of probabilities tilts in favour of the person whose case is more probable. See the case of Takoradi Flour Mills v. Samir Faris [2005-2006] SCGLR 882 at 900. Indeed the balance of probabilities connotes the existence of a state of fact which is more probable than its non-existence; Section 12(2) of the Evidence Act, 1975 (NRCD 323). In Gyebu XV v. Mondial Veneer (GH) Ltd. Civil Appeal No. J4/31/2010 dated 11 August 2010, the former Chief Justice, Justice Theodorah Wood, stated as below; It is only where the party has succeeded in establishing those facts on the balance of probabilities that the party would be entitled to the claim. I must admit that the case before this Court does not admit of any complexities. Both parties admitting that they entered into a SLA dated 21 February 2023 and this matter bordering on the law of contract, the obligation of this Court is to give effect to the intentions of the parties as interpreted from the contract or agreement between both parties. In Fidelity Bank Ltd v. Ital Construct International Ltd. (2016) JELR 107711 (HC) the Court stated as follows; It is trite that where the terms of a contract are reduced into writing, the court would interpret them to give effect to the intentions of the parties. This is so because parties are presumed to intend what they have agreed to. See BCM (Gh) Ltd. v. Ashanti Goldfields Ltd. [2005-2006] SCGLR 602. In La Real Estate Ltd v. East Dadekotopong CEVT. Trust (2018) JELR 65216 (HC) the Court in relation to interpretation of contracts in commercial transactions stated the following; In my view judicial decisions are not based on emotional expressions of the parties but on credible evidence led in support of facts pleaded by the parties. 7 It is noted that in commercial transactions the subjective evidence of parties intentions are not relevant and as LORD NEUBERGER stated in ARNOLD v. BRITTON (2015) AC 1619 that: “When interpreting a written contract, the court is concerned to identify the intention of the parties by reference to “what a reasonable person having all the background knowledge which would have been available to the parties would have understood them to be using the language in the contract to mean”, to quote LORD HOFFMANN in CHARTBROOK LTD v. PERSIMMON HOMES LTD (2009) AC 1101, PARA 14. And it does so by focussing on the meaning of the relevant words, in this case the clause 3(2) of each of the 25 leases, in their documentary, factual and commercial context. That meaning has to be assessed in the light of: (i). The natural and ordinary meaning of the clause, (ii).Any other relevant provisions of the lease, (iii). The overall purpose of the clause and lease, (iv). The facts and circumstances known or assumed by the parties at the time that the document was executed; and (v). Commercial common sense, but (vi). Disregarding subjective evidence of any party’s intentions.....” At trial the Plaintiff tendered in Exhibit A being his copy of the SLA between both parties dated 21 February 2023 between both parties. The Defendant also tendered in Exhibit 1 being its copy of the SLA between both parties dated 21 February 2023. I find as a fact that Exhibits A and 1 tendered in by both the Plaintiff and the Defendant 8 respectively are one and the same document being the SLA between both parties dated 21 February 2023. It is noteworthy that this matter is arising out of the manner in which the said SLA was terminated by the Defendant as such this Court has been called upon to answer as to whether or not the said termination by the Defendant is lawful or otherwise constitutes a breach of the agreement between both parties. To safely determine this issue the terms pertaining to the termination of the agreement as contained in Exhibits A or 1 must be considered. From Exhibit A or Exhibit 1, clause 3 and clause 11 of the said agreement are germane in bringing this matter to a finality. For ease of reference clause 3 and clause 11 as contained in Exhibit A or 1 are as below; 3. DELIVERY & ACCEPTANCE TESTS a. The website shall function in accordance with the specifications provided b. If the website as delivered does not conform to the specifications, the Client shall within five (5) days after receipt thereof notify the Developer in writing of the ways in which it does not conform with the specifications. The Developer agrees that upon receiving such notice, it shall repair the errors/anomalies. 11.TERMINATION a. This Agreement may be terminated by either party giving seven (7) days' prior written notice of its/his intention to do so to the other party. b. The Client may terminate this Agreement at any time upon breach of the terms herein by the Developer and failure to cure such a breach within seven days of notification of such a breach. 9 c. Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination. d. Any provisions of this Agreement which by their nature extend beyond termination shall survive such termination. From a careful study of the clauses in the SLA supra, I find that clause 3 deals with what the parties are to do upon delivery of the website to the Defendant by the Plaintiff. Clause 11 on the other hand applies anytime before delivery of the website or anytime after the agreed delivery date lapses and the Plaintiff fails to deliver the website within the agreed delivery period or after delivery of the website if and only if after delivery, the Defendant complies with clause 3b and same is breached by the developer; the Plaintiff. In other words upon delivery of the website by the Plaintiff (Developer), if the website as delivered does not conform to the specifications, the Defendant (Client) shall within five (5) days after receipt thereof notify the Developer in writing of the ways in which it does not conform with the specifications and the Plaintiff upon receiving such notice shall repair the errors/anomalies. It is only after the Plaintiff fails to repair the errors/anomalies within seven (7) days after receiving the said written notice from the Defendant within five (5) days from the delivery of the website, that the Defendant can terminate the SLA on grounds of breach of the terms of the SLA by the Plaintiff (Developer) in accordance with clause 11b supra. In Augustina Engmann v. Pelican Group Ltd. (2018) JELR 65153 (HC), the Court defined breach of contract as follows; A breach of contract in law is defined by Professor Treitel in his work The Law of Contract as: 10 “A breach of contract is committed when a party without lawful excuse fails to perform what is due from him under the contract, or performs defectively or incapacitates himself from performing”. It is my humble view that the Defendant can only seek to lawfully terminate the contract under clause 11(a) simpliciter anytime before delivery of the website or anytime after the agreed delivery date lapses and the Plaintiff fails to deliver the website in accordance with the agreed specifications within the agreed delivery period as the SLA provides the terms to be considered once delivery of the website is done. This is especially because the balance of the consideration due the Plaintiff is tied to the acceptance of the website by the Defendant as delivered by the Plaintiff. For if the contrary is the case, it will not be justified for the Developer who delivers a fully functional website to the Client under the SLA only for the Client to turn around and hide under false functionality issues or false lapses/anomalies in the website to terminate the agreement and retain any amount due the said Developer, without giving the Developer the opportunity to remedy whatever alleged errors/lapses being complained of. It is not in doubt as to who stands to be disadvantaged and who stands to unjustifiably gain in such a scenario. It is the Plaintiff’s case that he first delivered the website to the Defendant on 3 March 2023 however it is the Defendant’s case and further restated by Counsel for the Defendant in the written closing address filed on behalf of the Defendant belatedly on 9 June 2025 that, the Plaintiff did not deliver the website to the Defendant but only made presentations of the website to the Defendant to which the Defendant made suggestions for amendments and changes to be effected by the Plaintiff and that there is a distinction between making presentation of a work as opposed to actually submitting the work. The Defendant on the other hand admits that there was no limit to the number of requests for changes or amendments it could make to the Plaintiff on the website as delivered to it. 11 I find that the later assertion by the Defendant indeed is the case as the SLA does not provide a limit to the number of times the Defendant can request for changes to be effected on the website as delivered by the Plaintiff. The attempt by the Defendant to make a distinction between making a presentation of the website as opposed to actually submitting the website is quite interesting in that in the same way the SLA did not give a limit to request for changes on the website as delivered by the Plaintiff, is the same way the SLA also did not dictate specific ways or forms in which the delivery of the website was to be done. However one key thing to note is that the SLA at clause 3 puts delivery and acceptance tests together. Therefore, for as long as the Plaintiff made the website available to the Defendant through whatever way, form, medium or process for the Defendant to access and assess (emphasis mine) the said website to ascertain whether or not the website conforms to the specifications as contained in the SLA, failing which, the Defendant had the opportunity to request for changes (rectification of any errors/anomalies) in writing within five (5) days therefrom, there was a delivery in accordance with the SLA. In fact the Defendant’s Counsel’s crossexamination of the Plaintiff on 2 July 2024 indeed suggests the fact that contrary to the Defendant and its Counsel’s attempt to convince the Court otherwise, they believe that for the Plaintiff to say he delivered the website to the Defendant, it means the Defendant had access to use the website. For ease of reference the said cross examination is as below; Q. In order for you to say you have delivered the work to the Defendant it means the Defendant could have access to use the web site. Is that not so? A.That is true. After the contract was awarded to me it became obvious that the Defendant had issues with their previous developer. They were supposed to give me access to their server for me to work on. Because of the issues the Defendant had with their previous developer, they requested I do the work on my server. Throughout the entire development process, they accessed and 12 reviewed the work I had done in the past from my server where the work still sits till date. As a result, for as long as the Defendant did not accept the website as delivered by the Plaintiff and made written requests for the Plaintiff to rectify any anomalies for the website to conform with the specifications the cycle of delivery - written request for changes/rectification of errors or anomalies would continue until there is an acceptance by the Defendant or termination of the contract in conformity with the terms of the SLA as discussed supra. So in summary upon payment of the initial mobilisation fee, both parties had the following duties to perform under the SLA; 1. The Plaintiff was to develop a website and as part of delivery tests was to ensure the website as developed conformed to the specifications set out in Annexure 1 of the SLA and deliver same to the Defendant within fifteen (15) to twenty (20) working days from 21 February 2023. 2. The Defendant upon the delivery of the website as part of acceptance tests was to ascertain whether or not the website as delivered conforms to the specifications as set out in Annexure 1 of the SLA and do either of the following; a. notify the Plaintiff in writing within five (5) days after receipt thereof of the ways in which the website does not conform with the specifications for the Plaintiff to rectify same b. in the absence of any said written notification within five (5) days after receipt thereof, the website as delivered by the Plaintiff will be deemed to have conformed to the specifications as contained in the SLA and the Defendant was bound to make final payment of the outstanding balance of the consideration to the Plaintiff. 13 Did both parties perform their obligations under the SLA as enunciated above? At trial the Plaintiff gave evidence to indicate that he first delivered the website to the Defendant on 3 March 2023 and tendered in support of same, Exhibit C; an extract of an email conversation from the Plaintiff to Caleb Atibila Anyeyure; the acting system administrator (the Defendant’s first witness, DW1, in this case) with Emmanuel Ampofo and Douglas Awuah copied in the said mail dated 3 March 2023. The Plaintiff gave further evidence to indicate that he received a response to Exhibit C from DW1 on 15 March 2023. The Plaintiff tendered in support of same Exhibit D; an extract of an email correspondence from Caleb Atibila Anyeyure (DW1) to the Plaintiff with Emmanuel Ampofo, Douglas Awuah and others copied in the said mail dated 15 March 2023 at 8:44am. In Exhibit D, DW1 intimated that the response was from his team following their review of the current work, proposed changes to the website as delivered on 3 March 2023 and stated that his team is also requesting for a virtual meeting on 15 March 2023 or 16 March 2023 at the very least as such the Plaintiff was to kindly confirm and share a link for the said meeting. Following the said Exhibit D, the Plaintiff tendered into evidence Exhibit E series which indicates that the Plaintiff; firstly on the same day of 15 March 2023 again via mail responded to Exhibit D at 9:31am intimating to DW1 that he was available for the virtual meeting at 11:30am on that said date and shared a link for same. DW1 however again at 10:09am on the same day in response to Plaintiff’s shared link for the meeting indicated to the Plaintiff that his team had replied that they were busy on that day for impromptu reasons and that hopefully they could have the session the following day. Exhibit E series indicates that following the correspondence between both parties on 15 March 2023, the Plaintiff again on 16 March 2023 sent two (2) follow up emails at 9:11am and 1:22pm respectively in respect of the virtual meeting as proposed by DW1 for that day. The Plaintiff in his evidence before this Court shows that the Defendant never availed itself through any of its officers for any such meeting however the Plaintiff effected the proposed changes and delivered the website again on 23 March 2023. The Plaintiff 14 gave further evidence that following the delivery on 23 March 2023, he never received any written notification from the Defendant of any issues the Defendant had with the website until 6 April 2023 when he received an email from the Defendant (tendered in as Exhibit J) informing him that the contract had been cancelled due to his inability to deliver on the scope of work. The Plaintiff also gave evidence that after the contract was awarded to him, it became obvious to him that the Defendant had issues with its previous developer and because of the said issues the Defendant was unable to give the Plaintiff access to the Defendant’s server for the Plaintiff to develop the website on. As a result the Plaintiff developed the website on his server as requested by the Defendant. At trial the Defendant through DW1 also tendered in Exhibit 2 which is an email correspondence dated 16 March 2023 from DW1 to Plaintiff with Felix Jones and Douglas Awuah copied on same wherein DW1 indicated to Plaintiff that all communication and discussion concerning the website while it is in development will be done via mail and that all parties were to work together in a timely manner to close out the work latest by Friday 24 March 2023. Again DW1 tendered in Exhibit 3 series which is similar to Plaintiff’s Exhibit D save the request for a virtual meeting as was seen in Plaintiff’s Exhibit D. Exhibit 5 as tendered in by DW1 on behalf of the Defendant is similar to Plaintiff’s Exhibit J being the notice of cancellation of contract by the Defendant. The Defendant also called Prince Owusu Ansah Acheampong; an IT systems and web application specialist who gave evidence to indicate that he was engaged by the Defendant in May 2023 for the development of its website from scratch. From the evidence before this Court I find that on the balance of probabilities there is nothing on record to prove the Defendant's claim that the Plaintiff repeatedly failed to deliver a website fit for purpose by the specified deadline and failed to take constructive criticism. Also if indeed the Defendant had any issues with the website as delivered to it by the Plaintiff on 23 March 2023, there is no evidence that the said 15 issues were subsequently communicated in writing to the Plaintiff in accordance with Clause 3b of the SLA after the delivery on 23 March 2023 for the Plaintiff to rectify same. Again, I find that in the absence of any such writing within five (5) days from the delivery of the website on 23 March 2023 notifying the Plaintiff of any errors or anomalies of the website not conforming to the specifications, there was acceptance of the website and as such the Plaintiff is entitled to the outstanding balance of the consideration due him together with interest. Since both parties on record have agreed the Plaintiff was paid an amount of Twenty Thousand Six Hundred and Fifty-One Ghana Cedis (GHS 20,651.00) amounting to 37.12% as initial mobilisation fee and not Twenty Two Thousand One Hundred and Eighty-Four Ghana Cedis (GHS22,184.00) which is actually 40% of the contract sum, the outstanding balance due the Plaintiff ought to be Thirty Four Thousand Nine Hundred and Eighty Nine Ghana Cedis (GHS34,989.00) however the Plaintiff is praying this Court for the Defendant to pay him Thirty-Three Thousand Four Hundred and Fifty-Six Ghana Cedis (GHS33,456.00) as such I will grant same. Again from clause 4 and clause 14b of the SLA; 4. Compensation In consideration for the duties performed hereunder, the Developer shall be entitled to a sum of Fifty Five Thousand Six Hundred and Forty Ghana Cedis only (GHS 55,640.00) payable as follows:- 1. 80% of the total sum (GHS 44,512.00) as initial mobilisation 2. 20% of the remainder (GHS 11,128.00) on final acceptance 14. General b. This Agreement constitutes the entire and only agreement between the parties relating the development of the Website and all prior negotiations, 16 representations, agreements and understandings are superseded hereby. No agreements altering or supplementing terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties. The Plaintiff ought to have been paid 80% of the total sum as initial mobilisation fee however the Plaintiff was paid Twenty Thousand Six Hundred and Fifty-One Ghana Cedis (GHS 20,651.00) amounting to 37.12% as initial mobilisation fee whereas clause 14b is emphatic that the SLA constitutes the entire and only agreement between the parties relating to the development of the website and all prior negotiations, representations, agreements and understandings are superseded by the SLA. Clause 14b further states no agreements altering or supplementing terms of the SLA may be made except by means of a written document signed by the duly authorized representatives of the parties. As such since there was no other written document duly signed by the authorised representatives of the parties to amend the terms relating to the compensation, clause 4 of the SLA superseded all prior negotiations and may be enforced by either party as no prior oral agreement or negotiations between both parties can override the terms of the SLA. This is to say since the Plaintiff was only paid Twenty Thousand Six Hundred and Fifty-One Ghana Cedis (GHS 20,651.00) amounting to 37.12% initial mobilisation fee instead of Forty Four Thousand Five Hundred and Twelve Ghana Cedis (GHS44,512.00) as the 80% initial mobilisation fee contrary to clause 4 of the SLA then the Plaintiff can claim interest on the difference of Twenty-Three Thousand Eight Hundred and Sixty-One Ghana Cedis (GHS23,861.00) from 21 February 2023; the date of the SLA, at the prevailing commercial bank rate till date of final payment and claim interest on the difference of Eleven Thousand One Hundred and Twenty Eight Ghana Cedis (GHS11,128.00) from the actual outstanding Thirty Four Thousand Nine Hundred and Eighty Nine Ghana Cedis (GHS34,989.00) from 1 April 2023 till date of final payment. However, since the Plaintiff is graciously seeking for Thirty-Three Thousand Four Hundred 17 and Fifty-Six Ghana Cedis (GHS33,456.00) and interest on the aforementioned sum from 1 April 2023 I shall grant same. The notice of cancellation of the contract by the Defendant on 6 April 2023 was in breach of the SLA between both parties making the Plaintiff entitled to damages for the said breach. Interestingly, the final cross examination of DW1 by Counsel for Plaintiff on 20 February 2025 which I must admit I guffawed at a point while reading same appears to be ineluctable at this point. It is as follows; Q: Does Exhibit 5 mean you wrote to the Plaintiff that you were terminating his contract? A. It was not to terminate the contract but it was to draw the Plaintiff’s attention to the fact that the iteration of the work was not consistent with the scope. After this there was a five day period within which the Plaintiff was supposed to respond to the letter but we did not receive any response. One may notice the staggering attempt by DW1 to redefine or reestablish the purpose and effect of Exhibit 5 when at all material times by the contents of the said Exhibit 5, the Defendant to all intent and purposes sought to terminate the SLA. Indeed the Defendant expressly stated the following at paragraph 3 of Exhibit 5 which had the subject; Notice of cancellation of contract; “We refer to section 11(a) the agreement which states: "This Agreement may be terminated by either party giving seven (7) days prior written notice of its/his intention to do so to the other party", the "client ""DTI" reserves the rights to terminate this agreement. This letter serves as the notice.” Perhaps, at this point during the crossexamination, DW1 may have realised the Defendant’s breach or mistake and sought to make good the situation but in a rather specious manner. 18 CONCLUSION In conclusion, there being no evidence on record to indicate that the Plaintiff failed to perform his obligations under the SLA and there being no evidence that the Defendant within five (5) days after delivery of the website to it on 23 March 2023 notified the Plaintiff in writing of the ways in which the website did not conform with the agreed specifications for which the Plaintiff failed to remedy, I find that the Defendant’s notice of termination dated 6 April 2023 was unlawful and in breach of the SLA between both parties. In the circumstance, I hereby enter judgment in favour of the Plaintiff with respect to his reliefs as endorsed on his writ of summons as follows; a. A declaration that the Plaintiff discharged his obligations under the contract prior to the Defendant’s attempt at cancelling the contract. b. A declaration that the Defendant’s attempt to cancel the contract in April 2023 after the Plaintiff has discharged its obligations is invalid. c. A declaration that the Defendant’s refusal to pay the remainder of the Plaintiff’s service fee amounts to a breach of contract. d. An order that the Defendant pays the Plaintiff the outstanding contract sum of Thirty-Three Thousand Four Hundred and Fifty-Six Ghana Cedis (GHS 33,456.00). e. Interest on the sum of Thirty-Three Thousand Four Hundred and Fifty-Six Ghana Cedis (GHS33,456.00) from 1 April, 2023 to the date of full and final payment at the prevailing commercial bank rate. f. General damages for breach of contract of Five Thousand Ghana Cedis (GHS5,000.00) g. Costs of Three Thousand Ghana Cedis (GHS3,000.00) 19 SGD H/W ROSEMARY ABENA GYIMAH 20