19820218 TZCA Dar es Salaam

IN THE COURT OF APPEAL OF TANZANIA AT DAR ES S."..LAAM (CORAM: Mustafa 9 JoAo, Mwakasendo, CIVIL APPEAL NOo 9 OF 1981 BETWEEN Ko ABDALLA MKWANDJ\ AND 13 OTHERSo O O O O O O oAPPELLANTS AND BIASHA.RA YA WAZEE DAR ES SJ\LAAM/MZIZIMA COMPANY LIMITEDo Oo o e O O o O O O O O O O oRESPONDENT (Appeal from the Judgement of the High Court of Tanzania at Dar es Salaam (Kimicha, Jo) dated the 20th day of May, 1980 1 in • Civil Case Noo 14 of 1979 JUDGEMENT OF THE COURT MUSTAFA, JoAo: The appellants were share-holders in the respondent company Biashara ya Wazee Mzizima Company Limited, Dar es Salaa~~ It is a public limited liability Coo duly registered as sucho As a result of a court action an extraordinary general meeting of the Company was held on 9o11o78o There were apparently two factions among the share-holderso One faction, which consisted of a minority, including the ..14 appellants, "' , resisted an agenda which was being submitted for consideration of the general meeting, and proposed an agenda of its owno In the commotion which followed, the 14 appellants stood out in direct opposition to the majority of the 'share-holderso The majority share-holders' agenda proposed, among other things, to expel the dissident share-holders and to convert the Company into a co-operativeo In the end the majority share-holders purported to pass a resolution expelling the 14 appellants and to deprive them of all rights as share-holde_rs, and to convert the Company into a co-operativeo ."i. c·i'-= ·:~.: -:,--..-, ·· _.·i:.··.'...' 2 The appellants filed an action .in the High Court against such expulsion, and against the move by the Company to convert itself into a co-operativeo The High Court, at the end of the trial,, ordered .Ca) 3 named members be expelled - or.confirmed such expulsion and (b) the other 11 members were, subject to certain conditions, be allowed to rejoin the Cornpanyo From that judgement and order the appellants have appealed·., It is clear that the order of the High Court is completely invalido No share-holders of a limited Company can be expelled in the manner it was done by the Cornpanyo Both learned counsel agree on this and no more need be saido We set aside the order of the High Court and allow the appeal. We declare that the 14 appellants are share-holders and members ·of the respondent Company with all the rights attaching to such membershipo We make no order as to costso DATED at DAR ES SALAAM this 18th day of February, 1982 o (A. MUSTAFA) JUSTICE OF APPEAL (Yo Mo M. MWAKJ.\SENDO) JUSTICE OF APPEAL (Ro Ho KISANGA} JUSTICE OF APPEAL