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Legal Personality re: Approach, Rule of Separate Legal Existence, Business Trade Names & Fiction of Separate Legal Entity

HH84-12 : CHRISTOPHER BARNSLEY vs HARAMBE HOLDINGS (PVT) LTD AND ANOTHER
Ruled By: MATHONSI J

The cardinal principle of our Company Law is that a company enjoys separate legal personality, generally referred to as the legal persona principle. For that reason, its property and its liabilities should be maintained distinct and separate from those of its members.However, the courts have always readily lifted the corporate ...
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HH59-09 : TRUST CORPORATION SECURITIES (PRIVATE) LIMITED vs L.M. GABILO and DEVORGILLE KATSANZA
Ruled By: UCHENA J

The applicant is a company duly registered in terms of the laws of Zimbabwe. The second respondent is its employee with whom it has had labour disputes leading to this application.The second respondent was suspended from employment pending the resolution of the dispute between her and her employer.The first respondent ...
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HH41-08 : ZODELLA ENTERPRISES (PVT) LIMITED vs LUXMORE NDENDA
Ruled By: GOWORA J

The plaintiff is a duly registered company trading under the name Borrowdale Motor Sales. As the trade name suggests, it, the plaintiff, trades in motor vehicles.
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HH205-10 : AFRICA CONSOLIDATED RESOURCES (PVT) LIMITED AND FOUR OTHERS vs MINISTER OF MINES AND MINING DEVELOPMENT AND TWO OTHERS
Ruled By: HUNGWE J

A juristic person is created by an act of incorporation.Serious consequences follow the failure to comply with the legal requirements set out in the Companies Act [Chapter 24:03]. As an example, where a company was not duly incorporated, it could not lawfully carry out any juristic act unless there existed a pre-incorporation contract by virtue of ...
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Appealed
SC15-09 : MASIYIWA CLEOPAS GONYE vs STELLA MARIS GONYE
Ruled By: SANDURA JA, ZIYAMBI JA and MALABA JA

A company, being a legal persona, owns its own property. Shareholders do not own company property….,. In Shipping Corp of India Ltd v Evdomon Corp Anor 1994 (1) SA 550 (A)…, quoted with approval by SANDURA JA in Van Niekerk v Van Niekerk Ors 1999 (1) ZLR 421 (S)…, CORBETT CJ said: “It seems ...
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HH93-09 : HAVEN CHIKUMBU vs BRYDEN TECHINICAL SERVICES (PRIVATE) LIMITED AND THE REGISTRAR OF DEEDS AND THE DEPUTY SHERIFF FOR HARARE
Ruled By: CHITAKUNYE J

The first issue is whether the first respondent, being a corporate entity, and legal persona, authorised the Agreement of Sale. The first respondent contends that its' Managing Director, who is alleged to have seen the irrevocable offer letter, and to have proceeded to sign it, had no authority to negotiate the purchase price. The first respondent does not ...
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HH57-10 : AFRICAN CONSOLIDATED RESOURCES PLC and OTHERS vs MINISTER OF MINES AND MINING DEVELOPMENT and SECRETARY FOR MINES AND MINING DEVELOPMENT and CHIEF MINING COMMISSIONER
Ruled By: UCHENA J

The first applicant is a public company listed on the London Stock Exchange. The second to fifth applicants (Dashaloo Investments (Pvt) Ltd, Possession Investments (Pvt) Ltd, Heavy Stuff Investments (Pvt) Ltd, Olebile Investments (Pvt) Ltd) are Zimbabwean companies duly incorporated in terms of the laws of Zimbabwe. They are wholly ...
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HH150-10 : STRAUSS LOGISTICS LIMITED (UK) vs BP & SHELL MARKETING SERVICES (PRIVATE) LIMITED and SHELL ZIMBABWE (PRIVATE) LIMITED and BP ZIMBABWE (PRIVATE) LIMITED
Ruled By: PATEL J

Additionally, it is submitted for the respondents', the second and third respondents cannot be interdicted from selling the first respondent's assets, as distinct from their shares in it, as those assets are owned by the first respondent itself as a separate corporate entity. ...,. It is a firmly grounded principle of company law, dating back to ...
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HH198-10 : BIRCH WILLIAMS vs MARIA KATSANDE and DELITTE PRODUCTS (PRIVATE) LIMITED
Ruled By: MAWADZE J

Section 9 of the Companies Act [Chapter 24:03] provides as follows:-“A company shall have the capacity and powers of a natural person of full capacity insofar as a body corporate is capable of exercising such powers.”
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HH240-10 : DOREEN SAGANDIRA vs PATRICK SAGANDIRA
Ruled By: MAVANGIRA J

The plaintiff…, wanted all the stock that was in the business as these were proceeds from her investment. She however, thereafter, conceded that at the time of their separation the stock-in-trade at Multimillionaire Investments belonged to the company and not to individuals.
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HH42-13 : JANUARY PEDZISAI vs MICHAEL HAMUTYINEYI and TAWANDA MUDZAMIRI and BISPRO INVESTMENTS (PVT) LTD
Ruled By: BERE J

It is common cause that there was an Agreement entered into between the defendants and the plaintiff for the drilling of a borehole at the latter's farm in Mvuma. It is abundantly clear and requires no detailed analysis of the evidence led that although the first and second defendants took part in the actual negotiations which ...
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HH101-11 : HERENTALS COLLEGE (PRIVATE) LIMITED vs RELEASE POWER INVESTMENTS (PRIVATE) LIMITED and ONIYAS GUMBO and MR CHINYAMUCHIKO (In his capacity as the Headmaster of Cold Comfort Primary School)
Ruled By: BERE J

The applicant is a duly registered company in terms of this country's laws operating throughout Zimbabwe and runs private education colleges. It is basically an educational institution. Normal 0 false false false EN-US X-NONE ...
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HH102-11 : KAREN TUMAZOS vs TRAVEL CONECTIONS (PRIVATE) LIMITED and STEWART CRANSWICK
Ruled By: MTSHIYA J

In any case, the pieces of 'correspondence' relied on by the applicant are proof of 'correspondence' between the second respondent and the applicant. I am mindful of the fact that the second respondent was only the Managing Director of the first respondent. However, for the purposes of establishing a binding agreement between the applicant and ...
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HH330-13 : THE SHERIFF OF THE HIGH COURT vs ANTONY WILLIAM MACKINGTOSH and KAR CORPORATION (PRIVATE) LIMITED and PUMULANI NCUBE
Ruled By: MATHONSI J

Regarding the claim to the rest of the items placed under attachment, counsel for the first and second claimants submitted that the property in question belongs to the second claimant which is a duly incorporated company and is therefore not Harare Kawasaki - a mere brand name. As Harare Kawasaki does not exist as a ...
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HB33-11 : RUMTOWERS SECURITY (PRIVATE) LIMITED vs SUPERBAKE BAKERIES (PRIVATE) LIMITED
Ruled By: MATHONSI J

In terms of Order 2A Rule 8C of the High Court of Zimbabwe Rules, 1971; ''Subject to this order, a person carrying on business in a name or style other than his own name may sue or be sued in that name or style as if it were the name of an association, and ...
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HB74-13 : REGINA GUMBO vs HADDON & SLY PROPERTIES and BULAWAYO CITY COUNCIL
Ruled By: CHEDA AJ

In one of her affidavits, Donna Ray Campbell says Haddon Sly is a trade name of a company known as Catsbury Trading (Pvt) Ltd. In his submissions on behalf of the claimant Mr Nkomo said: “Catsbury, which trades as Haddon Sly, is in occupation of the property which accumulated the rates.” The judgment creditor ...
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HHH565-14 : JOHN OSWALD MEIKLE vs THE STATE
Ruled By: HUNGWE J and MANGOTA J

Did the appellant occupy gazetted land? Even if it were assumed in favour of the State, that the requirement for mens rea was expressly or impliedly excluded by the legislature, it is trite that liability in strict liability offences is dependent on proof of the actus reus constituting the offence - in this case, occupation ...
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SC29-13 : BETTY KANYUCHI vs DRAWING SERVICES (PVT) LTD
Ruled By: MALABA DCJ, GARWE JA and GOWORA JA

This is an appeal from a judgment of the High Court in which it granted an application for an eviction order against the appellant on the basis that the respondent was the owner of the property known as Stand number 3182 of Subdivision A of 159 of Prospect, Harare. The appellant was found not to ...
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SC13-18 : TBIC INVESTMENTS PL and PAUL CHIDAWANYIKA vs KENNEDY MANGENJE and MINISTER OF LANDS and RURAL DEVELOPMENT and REGISTRAR OF DEEDS and ATTORNEY GENERAL and COMMISSIONER OF POLICE
Ruled By: GWAUNZA JA, GOWORA JA and BHUNU JA

It is trite and a matter of elementary law that a company is a fictitious juristic legal entity with a separate and distinct legal existence apart from its shareholders. It is capable of owning property in its own right separate from that of its shareholders. It is an established principle of our law that a company's ...
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Appealed
SC34-18 : MINISTER OF MINES and ZIMBABWE MINING DEVELOPMENT CORPORATION and MARANGE RESOURCES PL and ZIMBABWE CONSOLIDATED DIAMOND COMPANY vs GRANDWELL HOLDINGS PL and MBADA DIAMONDS and ANOR
Ruled By: PATEL JA, GUVAVA JA and UCHENA JA

It is a trite principle of company law that a company should itself enforce its rights when it is wronged. This was considered as the rule in Foss v Harbottle [1843] 2 Hare 461, 67 ER 189. In order for the company to institute proceedings on its own behalf the shareholders must agree through a resolution. Thus, if the majority shareholder, ...
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SC48-12 : THE CHURCH OF THE PROVINCE OF CENTRAL AFRICA vs THE DIOCESAN TRUSTEES FOR THE DIOCESE OF HARARE
Ruled By: MALABA DCJ, ZIYAMBI JA and OMERJEE AJA

External power cannot alter the internal governance of a corporate body.
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HH412-17 : DOCKING STATION SAFARIS (PRIVATE) LIMITED vs YUNUS AHMED
Ruled By: MUREMBA J

The first issue that needs to be determined is: Whether or not Foldaway Investments (Pvt) Ltd is a separate entity from Zim Halaal Meats Although the defendant insisted that Foldaway Investments (Pvt) Ltd and Zim Halaal Meats were two separate entities he was at pains to explain the nature of Zim Halaal Meats. He could not clearly ...