COSTA CHHRISTOPHER LEMA COSTANTINO LEMA VS WILSON CHRISTOPHER TARIMO COMM CASE NO

COSTA CHHRISTOPHER LEMA COSTANTINO LEMA VS WILSON CHRISTOPHER TARIMO COMM CASE NO

The respondents' conduct in managing the affairs of the 2nd respondent company, including failure to hold meetings, unauthorized appointment of directors and secretary, and acts done without board resolutions, was in contravention of the company's MEMART and the Companies Act, and was unfairly prejudicial to the petitioners. There was no evidence of proper procedure for forfeiture or transfer of shares, nor evidence of a call on shares. The petitioners' membership could not be lawfully stripped, and the respondents' actions amounted to unfair prejudice.

Citation
COSTA CHHRISTOPHER LEMA COSTANTINO LEMA VS WILSON CHRISTOPHER TARIMO COMM CASE NO
Parties
Petitioner: Costa Christopher Lema (Constantino Lema); Petitioner: Leonard Swai; Respondent: Wilson Christopher Tarimo; Respondent: Lewico Company Limited
Court
TANZLII
Jurisdiction
Tanzania
Judgment Date
1 January 2024
Procedural Posture
Commercial Petition / Ruling on Merits
Outcome
Petition allowed in part
Legal Topics
Unfair Prejudice, Shareholder Rights, Corporate Governance, Fraud, Directors' Duties
Source Language
English
Company Law Commercial Law Unfair Prejudice Shareholder Rights Corporate Governance Fraud Directors' Duties

Case Brief

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Parties

Costa Christopher Lema (Constantino Lema)

Petitioner

Leonard Swai

Petitioner

Wilson Christopher Tarimo

Respondent

Lewico Company Limited

Respondent

Procedural Posture

Commercial Petition / Ruling on Merits

Legal Issues

  1. 1 Whether the conduct of the respondents in managing the affairs of the 2nd respondent company was unfairly prejudicial to the petitioners
  2. 2 Whether the appointment of directors and transfer/forfeiture of shares was lawful
  3. 3 Whether the execution of debentures and other acts were done with proper authority and compliance with the MEMART and Companies Act

Ratio Decidendi

The respondents' conduct in managing the affairs of the 2nd respondent company, including failure to hold meetings, unauthorized appointment of directors and secretary, and acts done without board resolutions, was in contravention of the company's MEMART and the Companies Act, and was unfairly prejudicial to the petitioners. There was no evidence of proper procedure for forfeiture or transfer of shares, nor evidence of a call on shares. The petitioners' membership could not be lawfully stripped, and the respondents' actions amounted to unfair prejudice.

Court Disposition

Petition allowed in part

Orders

  • Declaration that the respondents' acts and omissions were contrary to and prejudicial to the interests of the petitioners and amounted to unfair prejudice.
  • Declaration that all acts and omissions of the respondents from incorporation to date are acts of the respondents, except for the debenture issued in favour of KCB Bank Tanzania Limited, as there was no evidence of forgery.