korduni meliyo vs arusha aviation services limited 2023 tzhc 18124 16 june 2023

korduni meliyo vs arusha aviation services limited 2023 tzhc 18124 16 june 2023

The removal of the petitioner and others as directors was conducted without following the mandatory procedure under the Companies Act, specifically without special notice or an opportunity to be heard, constituting unfair prejudice. Amendments to the memorandum and articles of association introducing a Board of Trustees were unlawful. Denial of access to company records further demonstrated prejudicial conduct.

Citation
korduni meliyo vs arusha aviation services limited 2023 tzhc 18124 16 june 2023
Parties
Petitioner: Korduni Meliyo; Respondent: Arusha Aviation Services Limited
Court
TZHC
Jurisdiction
Tanzania
Judgment Date
16 June 2023
Procedural Posture
Misc Civil Cause / Ruling After Ex Parte Hearing
Outcome
Petition granted
Legal Topics
Unfair Prejudice, Director Removal, Company Management, Shareholder Rights
Source Language
English
Company Law Unfair Prejudice Director Removal Company Management Shareholder Rights

Case Brief

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Parties

Korduni Meliyo

Petitioner

Arusha Aviation Services Limited

Respondent

Procedural Posture

Misc Civil Cause / Ruling After Ex Parte Hearing

Legal Issues

  1. 1 Whether the removal of the petitioner and others as directors was lawful
  2. 2 Whether the conduct of the company's affairs was unfairly prejudicial to the petitioner
  3. 3 Whether amendments to the memorandum and articles of association were valid

Ratio Decidendi

The removal of the petitioner and others as directors was conducted without following the mandatory procedure under the Companies Act, specifically without special notice or an opportunity to be heard, constituting unfair prejudice. Amendments to the memorandum and articles of association introducing a Board of Trustees were unlawful. Denial of access to company records further demonstrated prejudicial conduct.

Court Disposition

Petition granted

Orders

  • The wrongful removal of the four initial directors is declared null and void.
  • All resolutions appointing new directors without proper resolution are nullified.