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Legal Personality re: Group Structures, Related Parties and the Arm's Length Principle

HH25-08 : ZIMBABWE DEVELOPMENT BANK and INTERNATIONAL FINANCE CORPORATION vs DAVID SCOTT and OTHERS
Ruled By: GOWORA J

The applicants have jointly approached this court for an order in the following terms:“That the confirmation of the liquidation and distribution account by the third respondent, in respect of Shagelok Chemicals (Private) Limited (in liquidation), be and is hereby set aside.That the third respondent be and is hereby directed to ...
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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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HH164-09 : ZIMRE PROPERTY INVESTMENT (PVT) LTD vs CITY CALVARY CHURCH
Ruled By: GOWORA J

There is an aspect of the case which neither party addressed me on, as relates to the incidence on the scene of Fidelity Life Assurance Limited, as the applicant for the renovations, as opposed to Fidelity Funeral Assurance Limited, which was specifically mentioned in the Deed of Settlement. It would seem that the parties are 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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HH102-10 : OLD MUTUAL LIFE ASSURANCE COMPANY ZIMBABWE (PVT) LTD vs PETER RAFTOPOLOUS t/a SELECTIONS
Ruled By: MTSHIYA J

Washington Moyo said the plaintiff wanted to occupy the premises for its own through CABS, one of its subsidiaries. This, he said, was so because CABS were being evicted from the premises of Avondale Holdings (Private) Limited which they (CABS) were leasing. In order to prove the relationship between CABS and the plaintiff Washington Moyo ...
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HH12-13 : ANDREW MILLS vs TANGANDA TEA COMPANY LIMITED
Ruled By: PATEL J

This matter involves two separate claims by the applicant as against the same respondent in Case Nos. HC11737/11 and HC279/12. The two claims emanate from the same cause of action and involve the same facts in issue between the same parties. They were accordingly consolidated, by consent, on 19 November 2012 through a chamber application ...
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HB84-13 : REGINA GUMBO vs STEELNET (ZIMBABWE) (PVT) LTD and MINISTER OF HIGHER AND TERTIARY EDUCATION
Ruled By: MUTEMA J

The applicant is the Deputy Sheriff for Bulawayo. Steelnet (Zimbabwe) (Pvt) Ltd is the holding company of BMA Fasteners (Pvt) Ltd. In case No. HC3078/11, the Minister of Higher and Tertiary Education (the judgment creditor herein) sued and obtained a judgment, as plaintiff, against BMA Fasteners (Pvt) Ltd for US$9,350=13. Following the issue of a ...
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HH125-11 : ECONET WIRELESS (PRIVATE) LIMITED vs RENAISSANCE FINANCIAL HOLDINGS LIMITED and RENAISSANCE MERCHANT BANK CORPORATION
Ruled By: MAVANGIRA J

Counsel for the applicant also submitted that while counsel for the respondents had reached the correct conclusions regarding the law as to curatorship, he had, however, missed the point that the respondents are two separate entities with separate Boards and that they operated separately. The cession in issue was made to the applicant ...
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HH310-14 : DEPUTY SHERIFF, KAROI vs EDWARD CHIGANGO and 55 OTHERS and FRESH BAKERY, KAROI and DAVID GOVERE
Ruled By: TSANGA J

It is also worth regurgitating the relevant paragraphs from the claimant' s affidavit as regards the assertion of ownership in his interpleader affidavit since it further raised considerable doubt over its claim that it is entirely a separate entity whose property is caught up in the mix. Its claim in the applicable paragraphs reads ...
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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

In August 2009, the Government of Zimbabwe [“the Government”], through the first respondent [hereafter referred to as “the Minister”], went into a commercial marriage with some foreign investors. The marriage was for the purpose of exploiting diamonds in Chiadzwa for mutual benefit. The marriage was in the form of a joint venture. The marriage would be consummated through ...
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HB53-16 : RAILINGS ENTERPRISES (PVT) LTD T/A PAROAN TRUCKING vs DOWOOD SERVICES (PVT) LTD /T/A BRADFIELD MOTORS and DAVID LUWO and ROSE LUWO
Ruled By: MATHONSI J

It is a cardinal principle of our company law that a company enjoys separate legal personality quite distinct from its members, and, as such, that its liabilities should not be visited upon its members. The courts have, however, always readily lifted the corporate veil where the company is used as a locomotive for fraud or to ...
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Appealed
SC34-19 : NJZ RESOURCES (HK) LIMITED vs ANDREW ZINYEMBA AND 18 OTHERS
Ruled By: GWAUNZA DCJ, MAKARAU JA and BHUNU JA

I find that one other matter merits comment. This was the court a quo's misplaced pre-occupation with issues concerning the perceived connivance between the appellant and Mine Mills (Pvt) Ltd to frustrate enforcement of the award in favour of the judgment creditors. Instead of properly limiting themselves to the inquiry as to whether the appellant had placed before ...
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HH261-17 : NJZ RESOURCES (HK) LIMITED vs ANDREW ZINYEMBA AND 18 OTHERS
Ruled By: MWAYERA J and MUNANGATI-MANONGWA J

It is accepted that a holding company cannot be held liable for the debts of a subsidiary. See Regina Gumbo v Steelnent Zimbabwe (Pvt) Ltd and Another HB84-13.
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SC41-19 : TM SUPERMARKETS (PRIVATE) LIMITED vs BISSET CHIMHINI
Ruled By: GARWE JA, GOWORA JA and ZIYAMBI AJA

The respondent was employed by the appellant as its General Manager, Operations, a position that was also commonly referred to as Chief Operations Manager. The appellant, a duly registered company in terms of the laws of this country, is a subsidiary of Meikles Ltd. On 24 April 2014, the respondent was placed on suspension, with benefits, pending ...
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HH241-18 : CLOVER LEAF MOTORS GROUP (PRIVATE) LIMITED vs BUTHOLEZWE ZHOU and PATRICE SHAYAMANO
Ruled By: CHITAKUNYE J

This is an application for the return of the applicant's motor vehicles that it had issued to the respondents during the tenancy of their employment with the applicant. The two respondents were employed by the applicant as Group Accountant and Branch Accountant respectively until 31 October 2015 when their services were terminated on notice. During the tenancy ...
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SC62-20 : THANDO NCUBE vs FIDELITY PRINTERS AND REFINERIES (PRIVATE) LIMITED
Ruled By: MAKARAU JA

This is an application for leave to appeal against a decision of the Labour Court, handed down on 27 October 2014, dismissing with costs, an appeal to that court against a decision of the respondent dismissing the appellant from employment.Leave to appeal was denied by the Labour Court on the ...
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SC107-20 : COLCOM FOODS LIMITED vs TARUVA TARUVA
Ruled By: GWAUNZA DCJ, GUVAVA JA and MATHONSI JA

This is an appeal against the whole judgment of the Labour Court handed down on 1 June 2018 dismissing, with costs, an appeal made by the appellant against an arbitral award made by an arbitrator on 18 July 2017.FACTUAL BACKGROUNDThe appellant is a holding company with subsidiaries which include Ballantyne ...
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HH258-15 : TETRAD HOLDINGS LIMITED and OTHERS vs NATIONAL SOCIAL SECURITY AUTHORITY and THE SHERIFF FOR ZIMBABWE N.O.
Ruled By: MAFUSIRE J

This was an urgent chamber application for a stay of execution.It was filed on 6 March 2015. It was brought to my chambers at 17:15 hours three days later, i.e. on 9 March 2015. There were eleven applicants. Their case was that on 6 March 2015, i.e. the date the ...
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HH84-12 : CHRISTOPHER BARNSLEY vs HARAMBE HOLDINGS (PVT) LTD AND ANOTHER
Ruled By: MATHONSI J

The applicant was employed as Group Engineering Director by the first respondent, which represented itself as a holding company comprising several subsidies with the second respondent as its Chief Executive Officer.The letter of his appointment containing the terms of employment, dated 7 May 2009, was signed by the second respondent ...