Kenneth Awuku, a well-known retired banker in Ghana is engaged on the 1^st of March 2020 by PNC Bank (USA) to form PNC Bank (Ghana). His responsibilities include among others the incorporation of PNC Bank (Ghana), poaching of seasoned bankers from existing banks in Ghana to work for PNC Bank, the purchase of 20 new computers, negotiating and executing a leasehold property to be used as the registered office of PNC Bank( Ghana), ensuring that the necessary approvals for the commencement of the bank is obtained from the Bank of Ghana.

Kenneth Awuku in the course of his duties contacted John Crook, a realtor on the 5^th of March 2020 to assist him in finding a leasehold property to be used as a bank. John Crook on the 20^th of March 2020 located a leasehold property was located on the Osu Oxford Street at a rent of $4000 a month and informed Kenneth Awuku. Kenneth Awuku met with the owner of the property, Kofi Wayo, and executed the leasehold agreement for a period of 10years on behalf of PNC Bank (Ghana

John Crook, after the agreement was executed between Kenneth Awuku on the behalf of PNC Bank (Ghana) and Kofi Wayo, becoming aware that the property was going to be as the registered office PNC Bank (Ghana) convinced Kenneth Awuku that the parent company of PNC Bank(Ghana) was a top bank in the USA and that " is was the right time to make money" Kenneth Awuku, acting on the advice of John Crook inflated the rent of $4K per month to $6K per month and accordingly informed PNC Bank (USA). PNC Bank (USA) then transferred $720K into the account of Kenneth Awuku to pay for 10years rent. Kenneth Awuku and John Crooked equally shared the difference of $300K.

Kenneth also entered into a contract on the 12^th of March 2020 to purchase the 20 new computers at a cost of $ 10K on credit from Compu- Ghana Limited. In the contract agreement, payment was to be made on the 12^thof April 2020. Kenneth Awuku signed the contract on behalf of the yet to be incorporated PNC Bank (Ghana)

Upon incorporation of PNC Bank (Ghana) on the 1^st of April 2020, it paid $5k to Compu- Ghana as part payment for the computers but failed to pay the remaining amount of $5K by the 12^th of March 2020. Compu- Ghana Limited sued PNC Bank (Ghana), not Kenneth Awuku, for the balance of $5K. PNC Bank (Ghana) denied liability alleging that the purported contract was made prior to incorporation and did not bind the bank. Compu- Ghana in response argued that the bank assumed the obligation of the contract by making part payment.

Meanwhile, upon incorporation of the bank, the company at a general meeting ratified the leasehold agreement entered into by Kenneth Awuku and Kofi Wayo. However, Kofi Wayo refused to give up possession of the property to the bank because the cost of rents had increased on the Osu Oxford street and felt shortchanged. He argued that when the contract was signed by Kenneth Awuku on behalf of PNC Bank (Ghana), PNC Bank (Ghana) was not inexistence since it was not the incorporated and therefore could not enter into a contract.

The bank in trying to negotiate to with the owner of the property realised that Kenneth Awuku had make secret profits on the agreed rent on the property.

The bank has come to you as an MBA Corporate Governance student with some knowledge on company law for advice. With the aid of decided cases and statutory provisions advice the bank on the legal issues involved (if any).