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Shareholding re: Minority Shareholders, Derivative Action, Asserting Rights on Behalf of Company & Proper Plaintiff Rule

SC32-12 : SWIMMING POOL & UNDERWATER REPAIR PL and AEPROMM RESOURCES PL and TOLROSE INVESTMENTS PL and PATTERSON TIMBA vs JAMESON RUSHWAYA and ANNIE RUSHWAYA
Ruled By: CHIDYAUSIKU CJ

For a majority shareholder to succeed in an action to evict a minority shareholder, it is necessary to allege and prove that the company resolved to evict the minority shareholder and that the majority shareholder has locus standi to initiate legal proceedings to enforce the company's resolution. It is not enough for the ...
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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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HH198-10 : BIRCH WILLIAMS vs MARIA KATSANDE and DELITTE PRODUCTS (PRIVATE) LIMITED
Ruled By: MAWADZE J

Reference was made to the case of Madzivire Ors v Zvarirwadzwa Ors 2005 (2) ZLR 148 (H) in support of counsel for the respondents argument.My view is that this case is irrelevant to the point in issue as it dealt primarily with the right of individual ...
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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

For the acts of a majority to bind a minority, it is essential that the minority should at least have been given an opportunity of stating their views, and to this again that the minority should have been given time to consider the matter and furnished with or had access to whatever information may ...
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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. The rule in Foss v Harbottle [1843] 2 Hare 461, 67 ER 189 is that the proper plaintiff in an action in respect of a ...
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HH193-16 : GRANDWELL HOLDINGS PL vs MINISTER OF MINES and ZIMBABWE MINING DEVELOPMENT CORPORATION and MARANGE RESOURCES PL and ZIMBABWE CONSOLIDATED DIAMOND COMPANY and MBADA DIAMONDS PL and ANOR
Ruled By: MAFUSIRE J

A derivative action is recognised in our law: see L Piras Son [Pvt] Ltd v Piras 1993 [2] ZLR 245 [S]. It is one of the exceptions to the general rule of company law that says that only the company can sue for wrongs done to it. In such a situation, the company is ...
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HH564-15 : LAMECK KUFANDADA vs DAIRIBOARD ZIMBABWE LIMITED and JANAWAYS (PRIVATE) LIMITED and MICHAEL MUSAMIRAPAMWE
Ruled By: MTSHIYA J

The first respondent is, in law, correct in asserting that there must be a distinction between the company and its shareholders/directors….,. The then Chief Justice, GUBBAY CJ, in L. Piras Son (Pvt) Ltd Another Intervening v Piras 1993 (2) ZLR 245 (SC). said:- “The derivative action is an exception to the rule in Foss v Harbottle 1843 67 ER ...
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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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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

(1) WHETHER HWANGE COLLIERY WAS ENTITLED TO REMOVE FRED MOYO FROM THE LIST OF SIGNATORIES AND SUBSTITUTE HIM WITH ANOTHER In its application under HC5105/13, filed on 27 June 2013, Hwange Colliery, after setting out the nature of the multi faceted dispute between the disparate parties, made the point that it was so undoubtedly an interested party ...
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HH04-10 : MYDALE INTERNATIONAL MARKETING (PVT) LTD vs DR ROB KELLY and HAMMER AND TONGUES (PVT) LTD
Ruled By: GOWORA J

The first respondent herein had, under Case No. HC1049/09, instituted proceedings against the applicant and second respondent herein. On 30 March 2009, OMERJEE J issued an order as follows:“IT IS ORDERED THAT:1. Mydale International Marketing (Pvt) Ltd is entitled to receive from the second respondent and have in its custody ...
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HH19-11 : JAMESON RUSHWAYA and ANNIE RUSHWAYA vs PATTERSON TIMBA and SWIMMING POOL & UNDER WATER REPAIRS PL and TOLROSE INVESTMENTS PL and MESSENGER OF COURT, KADOMA
Ruled By: MAVANGIRA J

This is an urgent chamber application in which the applicants seek a Provisional Order in the following terms:“TERMS OF FINAL ORDER SOUGHTThat you show cause to this Honourable Court why a final order should not be made in the following terms:-1. That first, second, and fourth respondents and/or their agents ...
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HH424-13 : HONEY AND BLANCKENBERG vs LOURENCE ERASMUS VERMAAK and OTHERS
Ruled By: TSANGA J

The BackgroundThe applicant, Honey and Blanckenberg, instituted interpleader, in terms of Rule 30 of the High Court Rules, for the court to declare to whom it should pay an amount of $70,000 currently held in trust as rentals for certain companies.According to the applicant's affidavit, the companies in question are ...
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HH272-22 : SLASHWOOD MINING (PVT) LTD and ZENIT GROUP LIMITED vs ONTAGE RESOURCES (PVT) LTD
Ruled By: ZHOU J

This is an application for the revival of an order by consent that was granted in Case Number HC13123/12 and for costs of suit.The order in question was granted on 5 December 2012.The application is opposed by the respondent.The background facts to this application are as follows:On 5 December 2012, ...
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SC67-21 : COSSAM CHIANGWA and OTHERS vs APOSTOLIC FAITH MISSION IN ZIMBABWE and OTHERS
Ruled By: MAVANGIRA JA, MAKONI JA and KUDYA AJA

This is an appeal against the entire judgment of the High Court, dated 4 September 2019, in which the court a quo granted a declaratur and consequential relief sought by the respondents against the appellants and dismissed the application for a declaratur sought by the appellants against the respondents.The order ...
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SC116-21 : ALFRED MWAZHA and OTHERS vs ERNEST MHAMBARE
Ruled By: MAVANGIRA JA, UCHENA JA and CHIWESHE JA

This is an appeal against the whole judgment of the High Court sitting at Harare granting a declaratur in favour of the respondent.The judgment appealed against set aside the nomination of the first appellant (Alfred Mwazha) as successor to the Archbishop Ernest Paul Mamvura Mwazha, the head of the tenth ...
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HH02-21 : ERNEST MHAMBARE vs ALFRED MWAZHA and OTHERS
Ruled By: MUREMBA J

Following a leadership dispute in the African Apostolic Church (VaApostora VeAfrica) which is the tenth respondent in this matter, the applicant approached this court, by way of a court application in case number HC2402/20 for a relief.He petitioned the court, in his capacity as an interested party, reverend, and church ...
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SC144-21 : FARAI MATSIKA and FAIRGOLD INVESTMENTS (PRIVATE) LIMITED vs MOSES CHINGWENA and 38 OTHERS
Ruled By: BHUNU JA

This is an opposed application for condonation of late noting of an appeal and extension of time within which to file a notice of appeal. The applicant brings the application in terms of Rule 43 of the Rules of Court 2018.THE PARTIESThe first applicant is a former employee of the ...
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SC146-21 : THE GARRAT TRUST vs CREATIVE CREDIT (PRIVATE) LIMITED
Ruled By: BHUNU JA

This is an application for condonation of late noting of appeal and extension of time within which to note the appeal in terms of Rule 43 of the Supreme Court Rules 2018.The application is opposed.The matter was argued on 24 November 2020. At the conclusion of argument the parties were ...
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HH28-16 : FARPIN INVESTMENTS [PVT] LTD vs NETONE CELLULAR [PVT] LTD and JUSTICE L.G. SMITH [RETD] - ARBITRATOR
Ruled By: MAFUSIRE J

This was an application for the setting aside of an arbitration award.The arbitrator, the second responded herein, was a retired Judge of this court.The basis of the application was that the arbitrator had misconstrued the factual basis of the applicant's claim before him. It was also said, that, the arbitrator's ...
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HH264-21 : MUSA KIKA vs MINISTER OF JUSTICE LEGAL & PARLIAMENTARY AFFAIRS and THE CHIEF JUSTICE HONOURABLE LUKE MALABA N.O. and OTHERS
Ruled By: ZHOU J, CHAREWA J and MUSHORE J

It is not in every case that the court would insist on a resolution to authorize or defend proceedings.Where a juristic entity has brought itself before the court, particularly where it is represented by a legal practitioner, it is up to the person alleging want of authority to produce evidence ...
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