CIVIL APPEAL NO

CIVIL APPEAL NO

The suit was instituted without formal authority of the company through a board resolution, rendering the proceedings and judgment void; allegations of fraud were not pleaded and cannot justify departure from procedural requirements.

Citation
CIVIL APPEAL NO
Parties
Appellant: Simba Papers Converters Limited; 1st Respondent: Packaging and Stationery Manufacturers Limited; 2nd Respondent: Dr. Steve K. Mworia
Court
TANZLII
Jurisdiction
Tanzania
Judgment Date
1 January 2017
Procedural Posture
Civil Appeal / Judgment
Outcome
appeal allowed
Legal Topics
Authority to Institute Suit, Corporate Veil, Pleadings, Resolution of Board of Directors
Source Language
English
Company Law Civil Procedure Authority to Institute Suit Corporate Veil Pleadings Resolution of Board of Directors

Case Brief

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Parties

Simba Papers Converters Limited

Appellant

Packaging and Stationery Manufacturers Limited

1st Respondent

Dr. Steve K. Mworia

2nd Respondent

Procedural Posture

Civil Appeal / Judgment

Legal Issues

  1. 1 Whether a suit can be instituted on behalf of a company without formal authority by way of board resolution
  2. 2 Whether the High Court erred in treating the company as a minority shareholder due to alleged fraud not pleaded
  3. 3 Whether the proceedings and judgment are void for lack of company authority

Ratio Decidendi

The suit was instituted without formal authority of the company through a board resolution, rendering the proceedings and judgment void; allegations of fraud were not pleaded and cannot justify departure from procedural requirements.

Court Disposition

appeal allowed

Orders

  • pleadings, proceedings, and judgment of the High Court quashed and set aside
  • cross appeal struck out