Libian Africa Investment Company (Z) Limited v Shukri Esidieg Ahmed Eljaiedi (CAZ/08/145/2025) [2025] ZMCA 180 (1 December 2025)

IN THE COURT OF APPEAL OF "c BIA - C AZ-L08/ 145/2025 HOLDEN AT LUSAKA _?-c ' " ', · \ ( Civil Jurisdiction) O 1 DEC 2025 BETWEEN: LIBIAN AFRICA INVESTMENT COMPANY (Z) LIMITED APPELLANT AND SHUKRI ESIDIEG AHMED EWAIEDI RESPONDENT Before the Honourable Lady Justice B. M. Majula, this 1st day of December, 2025. For the Appellant: Mr 0. Sambo & Mr. E. B. Kaluba, both of Messrs Emmanuel & Onesimus Legal Practitioners For the Respondent: Mr. W. Phiri of Miyanda Williams Legal Practitioners RULING Cases referred to: 1. 2. 3. 4 . Bellamano v Ligure Lombarda Ltd (1976) Z. R. 267 Baxy Pharmaceuticals v Patel (CAZ Appeal No. 182/ 2018) Datang Construction v Fraser Associates (CAZ Appeal No. 163 of2019) Antonio Ventriglia & Another v Finsbury Investments Limited, SCZ Appeal No. 2 of 2019 R2 5. Aristogerasimos Vangelatos & Another v Demetre Vangelatos, Metro Investments Limited, King Quality Meat Products Limited, SCZ Judgment No. 10 of 2007 6. Crossland Mutinta & Others v Donovan Chipanda, SCZ Selected Judgment No. 53 of2018 7. Environmental Investigations Agency Inc. , News Diggers Media Limited and Mukosha Funga v Given Lubinda, Jean Kapata and Tasila Lungu, CAZ/08/080/2020 8. Kansanshi Mine Plc v Joseph Maini Mudimina & Others, Appeal No. 149 of Legislation referred to: l. The Rules of the Supreme Court of England and Wales (White Book, 1999 Edition) 2. 3. The Court of Appeal Rules, Statutory Instrument No. 65 of2016 The Court of Appeal Act No. 7 of 2016 1.0 INTRODUCTION 1. 1 This matter arises from a summons filed by the Respondent on 25th September 2025 seeking to strike out the appeal on the ground that it was filed without proper authority and thus constitutes an abuse of court process. The summons was brought pursuant to Order VII of the Court of Appeal Rules, Statutory Instrument No. 65 of 2016, and Order 18 Rule 19 of the Rules of the Supreme Court of England and Wales (White Book, 1999 Edition). R3 2.0 RESPONDENT'S CASE TO STRIKE OUT APPEAL 2 . 1 In the Skeleton Arguments filed on 25th September, 2025, counsel for the Respondent submitted that the appeal should be struck out as an abuse of process, having been filed without lawful authority from the Appellant's board of directors. It was contended that the law firm purporting to act for the Appellant had no proper instructions and was aware, or ought to have been aware, of the Appellant's dysfunctional board. 2.2 Relying on Order 18 Rule 19 of the Rules of the Supreme Court of England and Wales (1999 Edition), which empowers the Court to strike out any process that discloses no reasonable cause of action, is frivolous, vexatious, or is otherwise an abuse of process, counsel submitted that a proceeding filed without authority falls squarely within this remit. The Supreme Court decision in Bellamano v Ligure Lombarda Ltd1 was cited as authority for the principle that a writ issued without authority constitutes an abuse of process warranting dismissal. 2.3 Further reliance was placed on Order I and Order VII of the Court of Appeal Rules, Statutory Instrument No. 65 of 2016, which govern practice and procedure before the Court, including interlocutory applications. These provisions establish that such applications may be determined by a single judge, but any directions issued must not prejudice the outcome of the substantive matter. R4 2.4 While acknowledging the statutory protection afforded by Sections 23 and 24 of the Companies Act No. 10 of 2017, counsel contended that such protection is not absolute. These sections provide that third parties dealing in good faith with a company are generally not prejudiced by internal irregularities. However, counsel submitted that this protection does not extend to situations where the party had actual knowledge of the irregularity or where the circumstances were sufficiently suspicious to impose a duty of inquiry. In support, the cases of Baxy Pharmaceuticals v Patel2 and Datang Construction v Fraser Associates3 were cited. 2.5 The Respondent's affidavit evidence established that two of the three directors of the Appellant, Nabill Elmurabet and Tawfik Zanbo, had absconded jurisdiction or were otherwise unavailable, rendering the board incapable of issuing valid instructions. It was argued that the law firm had constructive and actual knowledge of these facts, given its representation of the said directors in prior litigation and its own admissions before the lower court. As such, the appeal was filed without the authority of a properly constituted board, and the Firm's conduct fell outside the protections of the Companies Act. 2.6 Accordingly, counsel prayed that the appeal be struck out as an abuse of process and that all steps taken thereunder be nullified, with costs awarded to the Respondent. RS 3.0 OPPOSITION BY APPELLANT TO STRIKE OUT APPEAL 3.1 In Skeleton Arguments filed on 8 th October 2025, counsel for the Appellant opposed the motion to strike out the appeal, submitting that the application was irregular, incompetent, and an abuse of process. 3.2 It was contended that, pursuant to Section 9 of the Court of Appeal Act No. 7 of 2016, a single judge is not vested with the jurisdiction to strike out an entire appeal, as such power resides exclusively with a panel of the Court. In support of this proposition, the Appellant cited the authorities of Antonio Ventriglia & Another v Finsbury Investments Limited, 4 Aristogerasimos Vangelatos & Another v Demetre Vangelatos, Metro Investments Limited, King Quality Meat Products Limited,5 and Crossland Mutinta & Others v Donovan Chipanda. 6 These decisions underscore the settled principle that questions of jurisdiction must be resolved at the threshold, and any determination rendered in the absence of jurisdiction is a legal nullity. 3. 3 The application was said to be wrongly founded on Order VII Rules 1 and 2 of the Court of Appeal Rules and Order 18 Rule 19 of the Supreme Court Practice (White Book), 1999 Edition. The former governs interlocutory applications and not striking out of appeals; the latter applies to pleadings, not appeals. 3.4 In support of its position, the Appellant drew reliance on the decision in Environmental Investigations Agency Inc., News R6 Diggers Media Limited and Mukosha Funga v Given Lubinda, Jean Kapata and Tasila Lungu, 7 as well as Kansans hi Mine Plc v Joseph Maini Mudimina & Others. 8 These authorities were cited to underscore the principle that where a summons or motion is anchored on an inapplicable legal provision, it is rendered irregular and liable to be dismissed on jurisdictional grounds. 3.5 The Appellant submitted that its Advocates had been properly appointed. Evidence included a director's affidavit, an appointment letter, and email correspondence from as early as March 2025. The Respondent, a former employee, was no longer Company Secretary, as shown by the PACRA printout he himself produced. 3.6 Counsel argued that lawyer-client communication is protected by professional confidentiality and the Advocates were under no obligation to share privileged information with a third party. 3. 7 The application was labelled an abuse of court process. It was argued that the Respondent had no legal standing to challenge the Appellant's choice of counsel, and his actions amounted to interference with the Appellant's right to legal representation. Counsel noted that the motion was only filed after the Appellant successfully stayed execution and filed heads of argument, suggesting ulterior motive. R7 3.8 Counsel prayed that the motion be dismissed for want of jurisdiction and as an abuse of court process, with costs awarded to the Appellant. 4.0 REPLY 4 . 1 In the Skeleton Arguments filed on 28th October 2025, counsel for the Respondent submitted that the application to strike out the appeal was competently before the Court and that the Appellant's objections lacked merit. 4.2 It was argued that under Order VII of the Court of Appeal Rules, Statutory Instrument No. 65 of 2016, a single judge may determine interlocutory applications that do not involve the appeal's merits. Since the application concerns whether the Firm had authority to file the appeal, it falls within the Court's jurisdiction. 4 .3 The Appellant relied on two exhibits, 11 GLCT 2 11 (dated 27 March 2025) and 11GLCT 3 11 (an email dated 26 May 2025), to show authority. Counsel submitted that the Firm appeared to accept instructions before any formal communication of appointment, casting doubt on the validity of the mandate. 4.4 The application, it was submitted, arose only because the Firm failed to respond to a reasonable and genuine request for proof of authority. This silence necessitated the motion. 4. 5 The Court was therefore urged to strike out the appeal. In the alternative, should the authority be upheld, the Appellant RS should be condemned in costs for having occasioned the application. 5.0 ANALYSIS AND DECISION OF THIS COURT 5.1 I have carefully considered the submissions, affidavits, and authorities, I now determine the application. 6.0 JURISDICTION OF A SINGLE JUDGE 6.1 The preliminary issue raised by the Appellant is whether a single judge may competently determine a summons that seeks to dispose of an entire appeal. 6.2 The governing framework is found in Order VII Rule 2(1) of the Court of Appeal Rules, SI No. 65 of 2016, which provides: ''An application to the Court not involving the decision of an appeal shall, unless made in the course of the hearing of an appeal, be made in the first place to a single judge. 11 6.3 This is supplemented by Section 9 of the Court of Appeal Act No. 7 of 2016, which states: ''A single judge of the Court may exercise a power vested in the Court not involving the decision of an appeal; and may adjourn the hearing of an appeal. 11 6 .4 The summons before me seeks to strike out the appeal in limine. The net effect of the relief sought is to finally determine the appeal at an interlocutory stage. In view of this, I am constrained to conclude that the application is one involving the R9 decision of an appeal, and thus falls outside the competence of a single judge. 6.5 This position is reinforced by the decision of the Supreme Court in Antonio Ventriglia & Another v Finsbury Investments Ltd, 4 where it was emphasised that jurisdictional limitations must be strictly construed, and any decision rendered without jurisdiction is void ab initio. 7 .0 CONCLUSION 7 .1 In light of the foregoing analysis, it is manifest that the summons under consideration raises issues that go to the very root of the appeal and, by its nature, seeks to dispose of the matter in its entirety. Such relief, as demonstrated, falls beyond the jurisdiction of a single judge under Order VII Rule 2( 1) of the Court of Appeal Rules and Section 9 of the Court of Appeal Act No. 7 of 2016. Accordingly, the summons is incompetent and is hereby dismissed. 7.2 Costs shall abide the outcome of the appeal. Delivered at Lusaka, this 1st day of December, 2025. 11!;;£/a COURT OF APPEAL JUDGE