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Directorship re: Approach, Powers, Boardroom Disputes and Collective Responsibility

HH49-09 : DYNAMOS FOOTBALL CLUB (PRIVATE) LIMITED and DYNAMOS FOOTBALL CLUB vs RICHARD CHIMINYA and OTHERS
Ruled By: CHATUKUTA J

This is an opposed application in which the applicant sought the following relief, that:“1. The affairs of the Second Applicant shall be run by the Board of Directors of the First Applicant.2. The Ninth Respondent (the Premier Soccer League) shall forthwith recognize any person appointed by the First Applicant and ...
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HH87-12 : MARVELLOUS TARUONA vs MISHECK ZVAREVADZA and OTHERS
Ruled By: KUDYA J

The plaintiff has, apart from the fourth (Emmanuel Zvarevadza) and fifth (Darikai Butsa) defendants, been involved in legal combat with all the other parties in HC2765/05, Misheck Zvarevadza (first defendant), Dadirai Moses (second defendant), Shadreck Zvarevadza (third defendant), Cobra Security (Pvt) Ltd (sixth defendant), Controller of Private Investigations and Security ...
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HH37-09 : CENTRAL AFRICAN BUILDING CONSTRUCTION COMPANY (PVT) LTD vs CONSTRUCTION RESOURCES AFRICA (PVT) LTD AND THREE OTHERS
Ruled By: CHATUKUTA J

It was further submitted that the second and third respondents have been managing the applicant's affairs from November 2004 when the parties entered into an Agreement of Sale. After their appointment as Directors in 2005 the second and third respondents have been making decisions on behalf of the company. The applicant has not, over the ...
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HH32-12 : ZELLCO CELLULLAR PL vs NETONE CELLULLAR PL and DR CALLISTUS NDLOVU and REWARD KANGAI and LYNDON NKOMO
Ruled By: GOWORA J

On 13 April 2011, under Case No. HC3507/11, PATEL J granted a provisional order in the following terms;“INTERIM RELIEF GRANTEDPending the determination of this matter, the applicant is granted the following interim relief;1. The decision of the Respondent to cancel the Service Provider Agreement be and is hereby declared unlawful ...
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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

It is common cause that the first respondent held out Mr. Michael Hanyani as its Managing Director. In that post, he was clothed with the general powers of a Managing Director of a company. Anyone dealing with him would, thus, be entitled to assume he had all the powers, and mandate of a Managing ...
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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

In Moresby White v Rangeland Ltd 1952 (4) SA 285 (SR)..., TREDGOLD CJ had this to say about the position of a Managing Director – “The term 'Managing Director' has become virtually a term of art in Company Law, and is applied to a Director who is vested by the Board of Directors with ...
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HB113-09 : MADUMELANA IMPORT AND EXPORT (PVT) LTD vs WATSON MPOFU
Ruled By: NDOU J

The CR14 of the applicant, which the respondent produced, shows that the deponent is not a Director, or a Chairman, of the applicant. The Directors are shown as Levison Mlanzi, Njabulo Zikhali, and Lungile Christopher Siphambili. It is clear that the deponent was part of the Board of Directors but resigned on..., together with Mgcini Siphambili. ...
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HH108-10 : INYANGA DOWNS ORCHARDS vs EDWARD BUWU
Ruled By: MUSAKWA J

The parties to this case are embroiled in a contractual dispute. Basically, the allegations against the respondent are he has taken control of farming operations at Inyanga Downs Orchards without the consent of other Directors. In its amended draft order the applicant is seeking the restoration of the status quo ante.
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HH112-10 : CENTRAL AFRICAN BUILDING CONSTRUCTION COMPANY (PVT) LIMITED vs CONSTRUCTION RESOURCES AFRICA (PVT) LIMITED
Ruled By: GOWORA J

The complaint against counsel for the plaintiff is linked to the following events. After the pre trial conference, Mr. Viera issued a proxy to counsel for the plaintiff, who, on the basis thereof, called a meeting of Shareholders attended only by himself, and at which a resolution was issued by himself appointing himself as Director ...
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SC25-14 : DAVID GOVERE vs ORDECO (PRIVATE) LIMITED and REGISTRAR OF DEEDS
Ruled By: ZIYAMBI JA, HLATSHWAYO JA and PATEL JA

DIRECTORSHIP OF COMPANYThe principal issue for determination is whether the court a quo misdirected itself by finding that the appellant was a Director of Coldrac (Pvt) Ltd t/a Tacoola Beverages at the material time....,. In paragraph 6 of his opposing affidavit, the appellant admits that he was a Director of Coldrac (Pvt) Ltd ...
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HH170-10 : ASSESTFIN (PVT) LIMITED vs ANTONY PAREWA and PAUL CHIDAWANYIKA and TAKTA INVESTMENTS (PVT) LIMITED and CHIGWANDA AND ASSOCIATES LEGAL PRACTITIONERS and REGISTRAR OF DEEEDS
Ruled By: MAVANGIRA J

The first and second respondents oppose the application. Firstly, they contend, in limine, that the deponent to the applicant's affidavit, Oniyas Gumbo, does not have authority from the applicant to depose to the affidavit. They aver that they are the current Directors of the applicant company and attach to their opposing affidavit the relevant ...
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HH144-10 : ARTUR FERNANDO PEREIRA DIAS vs DAWID JOHANNES ERASMUS and ZHAOSHENG WU and YAN YU and ERASMUS ACCOUNTING & EXECUTOR SERVICES (PVT) LTD and OTHERS
Ruled By: GOWORA J

The applicants are father and daughter. In 1978, a company called Monomotapa Garden Furniture (Pvt) Ltd was incorporated. The first respondent subscribed to 950 shares in the said company, one Mukopi Ushahwengavi subscribed to another 50. In 1999, Mukopi Ushahwengavi died and his shares were then acquired by the second applicant. The first applicant and the minority ...
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HH144-10 : ARTUR FERNANDO PEREIRA DIAS vs DAWID JOHANNES ERASMUS and ZHAOSHENG WU and YAN YU and ERASMUS ACCOUNTING & EXECUTOR SERVICES (PVT) LTD and OTHERS
Ruled By: GOWORA J

The averments in paragraph 8 of the applicants' declaration are a pointer as to the extent that the applicants surrendered control of Monomotapa Garden Furniture (Pvt) Ltd, and business, to the respondents. Full control of a company can only refer to the persons in control having been appointed Directors in the companies as that is the ...
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HH147-10 : LAWRENCE SHUMBAYAONDA vs MADHATTER MINING (PRIVATE) LIMITED
Ruled By: HUNGWE J

According to Richard Christopher Bridges, it could be difficult for Mr. McTaggart to donate the motor vehicle since he would be acting without the knowledge or consent of other Directors or shareholders. Zimasco, and two other companies, are the shareholders of the defendant. Their consent, through a company resolution, would have been required to dispose ...
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HH250-10 : PITEN PETROLEUM DISTRIBUTORS (PRIVATE) LIMITED vs RIVERFLOW ENERGY (PRIVATE) LIMITED and MAXWELL CHISEWE and THE DEPUTY SHERIFF
Ruled By: GOWORA J

The minutes from the meeting held by the Board on 26 August 2010 have been produced by the applicant. Only three people attended the meeting, Patrick Tembo as Chairman, the second respondent, and Lameck Chinyemba who was also taking minutes. It is also recorded in the minutes that Patrick Tembo was alternate for John Nyamujara ...
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HH52-13 : SOUTHMARK TRADING (PRIVATE) LIMITED and OTHERS vs KAROI PROPERTIES (PRIVATE) LIMITED and GEDION HWEMENDE and NATIONAL INDIGENISATION AND ECONOMIC EMPOWERMENT BOARD and OTHERS
Ruled By: ZHOU J

During argument, it became clear that the matter could easily be resolved if the Directors of the first respondent resolved the question of who should receive the rentals from the applicants on behalf of the first respondent. The handing down of the judgment was accordingly postponed at the request of the parties who indicated that ...
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HH331-14 : DR. JANE MUTASA vs TELECEL INTERNATIONAL and TELECEL ZIMBABWE (PRIVATE) LIMITED
Ruled By: MATHONSI J

In this application, the applicant seeks an order declaring all decisions of the Board of Directors of the second respondent, a company incorporated in Zimbabwe, made from 19 March 2010 to be a nullity and of no legal effect. She also seeks a declaration that all orders given to the second respondent and an ...
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SC43-14 : STREAMSLEIGH INVESTMENTS (PRIVATE) LIMITED vs AUTOBAND INVESTMENTS (PRIVATE) LIMITED
Ruled By: MALABA DCJ, GARWE JA and GOWORA JA

It is common cause that in this jurisdiction records in companies are kept by the Companies Registry and a Form CR 14 constitutes confirmation of the names of the Directors appointed to a company. Ironically, such a form has been filed in respect of Streamsleigh Investments (Pvt) Ltd, in which Dr Vivek Solanki's name does ...
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Appealed
SC22-15 : ZIMCOR TRUSTEES LIMITED and BOKA INVESTMENTS (PRIVATE) LIMITED and MATTHEW BOKA vs WEBSTER TONGOONA RUSHESHA AND OTHERS
Ruled By: MALABA DCJ, GARWE JA and PATEL JA

Soon after the Memorandum of Association was executed, the company's Register of Directors (Form CR 14) was then lodged with the Registrar of Companies on 13 March 2003. The original Directors are reflected therein as being the two minor children, with effect from 17 February 2003. The younger child is also shown as being ...
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HH373-16 : AL SHAMS GLOBAL BVI LIMITED vs CHRISTOPHER SAMBADZA
Ruled By: TAGU J

In the case of Howard v Herrigel and Another 1991 (2) SA 662…, the court held: “In my opinion, it is unhelpful, and even misleading, to classify company directors as “Executive” or “non-Executive” for purposes of ascertaining their duties to the company or when any specific or affirmative action is required of them. No such distinction is to ...
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HH198-15 : MUCAL ENTERPRISES vs STEWARD BANK
Ruled By: TSANGA J

The defendant, Steward Bank, applies for absolution from the instance at the close of the plaintiff's case in matter founded on damages for breach of contract. The plaintiff is Mucal Investments. In its summons it seeks payment of US$553,544=42 by the defendant. The amount is sought as damages for loss of business between January and July 2013 ...
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HH05-03 : U-FREIGHT EUROMAR (PRIVATE) LIMITED vs EMMANUEL MUTEBUKA
Ruled By: MAKARAU J

I believe the year 1989 is a good starting point for the story of one John Chidyiwa, the Managing Director of the plaintiff, and the defendant. Then, the two knew each other as work-mates in the Department of Customs and Excise (as it was then known). In or about 1993, the two became quite close friends. ...
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HH395-13 : HWANGE COLLIERY COMPANY vs TENDAI SAVANHU
Ruled By: DUBE J

This is an action for the vindication of the plaintiff's vehicle. The salient features of this action may be summarised as follows: The plaintiff is the registered owner of a Toyota Land Cruiser registration no. ACF 1290. The defendant was appointed a non-executive Chairman of the plaintiff's Board of Directors since 2006. He was allocated the above ...
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HH223-13 : HWANGE COLLIERY CO. LTD and HWANGE COAL GASIFICATION CO. PL vs HWANGE COAL GASIFICATION CO. PL and TENDAI SAVANHU and KINGDOM BANK LTD and STANBIC BANK LTD and GUO FENG and ORS
Ruled By: MAFUSIRE J

There has been ferocious litigation in a space of four months pitting several protagonists. The dispute was convoluted and the issues multi-faceted. At the centre was a company called Hwange Coal Gasification Company (Private) Limited. For ease of reference I shall refer to this company as the Coal Gasification Company. The one protagonist was a Chinese ...
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HH213-18 : BULCHIMEX GmbH IMPORT-EXPORT CHEMIKALIEN und PRODUKTE and TECHNOIMPEX SOFIA BULGARIA JSC vs BULCHIMEX GMBH IMPORT EXPORT CHEMIKALIEN und PRODUKTE PL and SARAH HWINGWIRI and R. JOGI
Ruled By: MANGOTA J

Sarah Hwingwiri and one Ivan Pantchev (“Ivan”), a Bulgarian who is domiciled in Bulgaria, registered the first respondent in terms of the laws of Zimbabwe. They are both its Directors....,.Sarah Hwingwiri stated, in her opposing affidavit to the urgent chamber application, as follows:“I, the undersigned, SARAH HWINGWIRI, duly sworn do ...
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HH195-11 : ELISHA DENDEUKA vs PAPER PLACE (PVT) LTD
Ruled By: BHUNU J

The applicant obtained an arbitral award in terms of the Labour Act [Chapter 28:01] in the following terms:“Wherefore, after carefully analyzing the facts and the law, I make the following award:1. That Claimant is hereby reinstated as a permanent worker to his position without loss of salary or benefits with ...
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HH192-10 : AEPROMM RESOURCES (PVT) LTD vs SAMUEL MAZOWE and PATTERSON TIMBA and STEVENSON TIMBA and MAGGIE DITIMA and TONDESAI KAPONDO
Ruled By: MTSHIYA J

On 20 August 2010, I dismissed this application with costs. The applicant has now placed before me a written request for the full reasons behind my dismissal of its application. The applicant says it needs the reasons because it intends to file an appeal in the Supreme Court urgently.I give ...
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HH68-16 : THE TRUSTEES FOR THE TIME BEING OF THE PHOENIX TRUST N.O. vs GIDEON HWEMENDE and OTHERS
Ruled By: CHIGUMBA J

This is an exception filed on behalf of the plaintiff to the 8th defendant's (Oliver Masomera, in his capacity as executor dative of the estate late Brian James Rhodes) plea and counterclaim.The plaintiff's contention is that the 8th defendant's plea is vague and lacks the averments necessary to sustain a ...
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HH424-13 : HONEY AND BLANCKENBERG vs LOURENCE ERASMUS VERMAAK and OTHERS
Ruled By: TSANGA J

It seems to me, that, a practical approach to addressing the issue of the Directors locus standi in this case, is an analysis of the relationship between shareholders and directors and the roles attendant upon each.A person who has acquired shares in a company, and can produce irrefutable proof of ...
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HHH222-18 : THE STATE vs SIMON TARANHIKE and SHADRECK MATENGABADZA and STEPHEN MATUTE and GIVEMORE KUFA and PRECIOUS MUROVE
Ruled By: TSANGA J and ASSESSORS: CHIDYAUSIKU and MSENGEZI

The five accused persons were charged with criminal abuse of duty as public officers as defined in section 174 of the Criminal Law (Codification and Reform) Act [Chapter 9:23].The allegations against them were that between 3-23 May 2017, at ZINARA, the five accused had unlawfully, and in common purpose with ...