ZKH Investment Limited and Anor v Machemba Multi-Purpose Cooperative and Anor (APPEAL NO. 77 /2023) [2025] ZMCA 35 (26 February 2025)

IN THE COURT OF APPEAL OF ZAMBIA APPEAL NO. 77 /2023 HOLDEN AT NDOLA (Civil Jurisdiction) BETWEEN: AHMED AGARIA AND 1 ST APPELLANT 2ND APPELLANT MACHEMBA MULTI PURPOSE COOPERATIVE 1ST RESPONDENT MANSON MWENDA 2ND RESPONDENT CORAM: Chashi, Makungu and Banda-Bobo, JJA ON: 19t h and 26t h February 2025 For the 1 st Appellant: K. Phiri of Messrs Malambo and Company For the 2 nd Appellant: N/A For the 1st and 2 nd Respondents: J. Phiri of Messrs JMP Associates JUDGMENT CHASHI JA, delivered the Judgm ent of the Cour t. Cases re erred to: 1. Hygrotech Zambia Limited v Greenbelt - SCZ Judgment No. 138 of 2015 2. Price v Easton (1833) HO, ER 518 3. Dunlop Pneumatic Tyre Co. Ltd v Selfridge & Co. Ltd (1915) AC 847 -J2- 4. Communications Authority of Zambia v Vodacom Zambia Limited (2009) ZR, 196 5 . Datang Construction Limited v Fraser Associates (Suing as a Firm) - CAZ Appeal No. 163 of 2019 6. Royal British Bank v Turquand (1856) 6 E & B 32 7. Zambia Bata Shoe Company Limited v Vin Mas Limited (1993- 1994) ZR, 136 Legislation referred to: 1. The Cooperative Societies Act, No 20 of 1998 Other Works referred to: 1. Halsbury's Law of England, 4 th Edition, Re-Issue 2. Commercial Law in Zambia, Cases and Materials (Lusaka, UNZA Press, 2006) 1.0 INTRODUCTION 1.1 This appeal is again st th e Judgment of Honou rable Lady Justice E. P Mwikisa, delivered in the High Cour t on 22 nd June 2022. 1.2 In the said Judgment, the learned Judge found in favour of th e 1st an d 2nc1 Respon dents who wer e the 1st and 2 nd plain tiffs in the court below. 1.3 The appeal h erein is solely by the 1st Appellant, who was the 1st defendant in the court below. 2 .0 BACKGROUND -J3- 2 .1 The 1st Respondent commenced an action in the court below on 13 th January 2020, by way of writ of summons, claiming the following reliefs: (i) Delivery of 343 bags of fertilizer or its monetary equivalent; (ii) Damages for breach of contract; (iii) Interest and costs. 2 .2 According to the attendant statement of claim, the 1st Respondent is a Cooperative Society register ed under The Cooperative Societies Act 1 , whilst the 2 nd Respondent was at the material time its Chairman. It was averred that, the 1st Appellant is a limited company, registered as an agro dealer under the Government's Farmer Input Support Programme (FISP). According to the 1st Respondent, the 2 nd Appellant, was at the material time, the manager in the employ of the 1st Appellant. 2.3 It was averred that in the 2017 farming season, the 1st Respondent, through the 2 nd Respondent, deliver ed 49 FISP cards belonging to its farmer members to the 1st Appellant for redemption. That the 1st Appellant was -J4- under an obligation to ensure that it collected its payment by debiting the farmers' e-vouchers cards, by swiping the cards and thereafter releasing the 343 bags of fertilizer to the 1st Respondent. 2 .4 According to the Respondents, the 1st Appellant debited the cards using its own point of sale machine. That contrary to its obligations and conditions set out under FISP, the 1st Appellant failed to supply th e fertilizer. 2.5 It was further averred that, without th e Respondents knowledge and consent, the 1st Appellant indicated that it had handed over the fertilizer to the 2 n d Respondent, its manager, which fertilizer has never been handed over to the Respondents. According to the Respondents, they used their own resources to supply the farmers with the 343 bags of fertilizer. 2 .6 The 1st Appellant settled its defence on 26 th March 2020 and averred that, the 2 nd Respondent delivered the cards to the Respondent's own agent the 2 nd Appellant. It also averred that the 1st Appellant after swiping the cards, released the fertilizer to the 2 nd Appellant, whom the Respondents had engaged as their agent. That this -JS - position was clarified through an agreement dated 15 th November 2018 . 2.7 In their reply settled on 3 rd April 2020, th e Respondents reiterated that they did not have any agent and they only came to know the 2 nd Appellant from the 1st Appellant's premises as the 1st Appellant's manager , who was running its affairs and business. That the 2 nd Appellant handled all transactions with the Respondents at the 1st Appellant's offices as its manager. 2.8 It was further averred that under FISP, there is no provision for dealing with or appointing agents. That the registered agro dealers equally do not deal with agents but directly with the beneficiaries under FISP. 3.0 DECISION OF THE COURT BELOW 3 .1 After considering the pleadings, evidence and the parties' respective submissions, the learned Judge opined that the following facts were not in dispute: (i) That the 2 nd Respondent on behalf of the 1s t Respondent's members handed over 49 e-voucher cards to the 2 nd Appellant, who -J6- in turn gave them to the 1s t Appellant manager (DWl) to be swiped; (ii) That the 2 n d Appellant had worked with the 1st Appellant from 2016 to 2017, where he performed the same duties of counting fertilize r bags and swiping e-voucher cards; (iii) That the Appellants did not give the Respondents the 343 bags of fertilizer, which were swiped for, as evidenced by the agreement dated 15th November 2018; (iv) That the Director of the 1st Appellant dictated the said agreement to the 2 nd Appellant, which he signed with the 2 nd Respondent with the witnesses. That the 2 nd Appellant acknowledged personal liability for paying back in full the amounts owed in lieu of the fertilizer bags. 3 .2 The learned Judge then formulated the issue for determination as follows : -J7- "Whether the 1st Appellant was liable for the actions of the 2 nd Appellant and consequently liable to pay back the Respondents the 343 bags of fertilizer or its monetary equivalent as claimed by the Respondents. " 3.3 The learned Judge then h a d recourse to the learned authors of Halsbury's Laws of England, 4 th Edition, Re-issue where an agen t was defined as follows: "In law, the word agency is used to connote the relationship which exists where one person has an authority or capacity to create legal relations between a person occupying the position of principal and third parties. The relation of agency arises whenever one person called the agent has authority to act on behalf of another, called the principal and consents to so act. Whether that relation exists in any situation depends not on the precise terminology employed by the parties to describe their relationship, but on the true nature of their agreement or ci rcumstances of -J8- the relationship between the alleged principal and agent. " 3.4 Further at paragraph 19, the learned authors state as follows: "The relation of agency is created by the express or implied agreement of the principal or agent, or by ratification by the principal of the agents act done on his behalf. Express agency is created where the principal or some person authorized by him, expressly appoints the agent whether by deed, by writing under his hand or orally. Implied agency arises from the conduct or situation of the parties." 3.5 The learned Judge also placed reliance on the case of Hygrotech Zambia Limited v Greenbelt, 1 wh ere the Supreme Court stated as follows : " ... in modern times commercial transactions, agency is a vital tool in bringing goods and services to the market. So, it is often convenient for the business enterprises to appoint one or more agents whose business is -J9- to effect sales. Therefore, the question whether or not a person was an agent of another person is a question of fact." 3.6 The learned Judge, based on the evidence of the Respondent's witnesses, observed that the 2 nd Appellant was at all material times at the 1st Appellant's premises. The witnesses also testified that the 1st Appellant's director, Zacks Motala, dictated the agr eement to the 2 nd Appellant. 3. 7 Further, that the testimony of DW 1, was that, during the time he was the manager, the 2 nd Appellant would organize e-voucher cards, which DW 1 would swipe and give the 2n d Appellant a commission. On the aforestated basis, the learned Judge found that the 2 nd Appellant by condu ct and circumstances, was an agent of the 1st Appellant. 3.8 Having found as such, the learned Judge opined that the 2 nd Appellant was the agent of the 1st Appellant and therefore the 1st Appellant was liable to deliver 343 bags of fertilizer or its money equivalent. The learned Judge awarded interest on the amount to be paid in default of -JlO- delivery of the fertilizer. The learned Judge also awarded the Respondents damages for breach of contract, to be assessed by the Deputy Registrar. 4.0 THE APPEAL 4.1 Disenchanted with the Judgment, the 1st Appellant has appealed to this Court advancing the following grounds of appeal: (i) The court below misdirected itself in law and fact when it found that the 1st Plaintiff was entitled to recover 343 bags of fertilizer despite evidence that it received the same from the 2 nd plaintiff; (ii) The court below erred in law and fact when it held that there was a breach of contract between the Plaintiff and the 1st defendant; (iii) The court below erred in law and fact when it found that the 2 nd Plaintiff could recover 343 bags off ertilizer or its money equivalent from the 1st Defendant despite not being privy to the alleged contract; -Jl 1- (iv) The court below misdirected itself in law and fact when it found that the 2 nd Defendant was agent of the 1st Defendant against the weight of the evidence; (v) The court below misdirected itself in law and fact when it failed to recognize the contract entered into between the 2 nd plaintiff and the defendant for payment of the said 343 bags off ertilizer (vi) The court below misdirected itself when it found that the 2 nd Defendant worked in the employ of the 1st Defendant between 2016 and 2017 without evidence to that effect; (vii) The court below misdirected itself in law and fact when it found that the 1st Defendant did not deliver the 343 bags of fertilizer to the plaintiff when the said bags of fertilizer were delivered to the 2 nd Defendant who brought cards for swiping. 5 .0 ARGUMENTS IN SUPPORT OF THE APPEAL -J12- 5 .1 At the hearing of the appeal, Mr. K. Phiri relied on the 1st Appellant's heads of argument which he augmented with brief oral submissions. In arguing ground one, it was submitted that the court below misdirected itself in law and fact when it found that the 1st Respondent was entitled to recover 343 bags despite there being evidence that it received the same from the 2 nd Appellant . According to the 1st Appellant this would result in unjust enrichment. 5.2 It was submitted that the enrichment would be unjust, as the 1st Respondent has already been supplied the 343 bags of fertilizer through the 2 nd Appellant, its agent. 5.3 Grounds two and seven were argued together, as according to the 1st Appellant they are interrelated. According to the 1st Appellant, there was no breach of contract between the Respondents and the 1s t Appellant, as they entered into a contract with the 2 nd Appellant to supply them with fertilizer and the 2 nd Appellant approached the 1st Appellant to swipe cards -J13- and collect the fertilizer, which bags of fertilizer were collected. 5.4 It was contended that the 1s t Appellant having dealt with the 2 nd Appellant and having delivered to him the fertilizer, it was not privy to the agreement between th e 2 nd Appellant and the Respondents and therefore cannot be in breach of the purported contract. 5.5 In arguing the third ground, it was submitted that no evidence in th e court below was advanced, th a t there existed any contract between th e 1st Appellant and the 2 nd Respondent. That all th e eviden ce shows th at it was the 1st Respondent which was contracting and not th e 2 nd Respon d en t . That ther efore the court below fell into grave error wh en it veered off the purported contract and found that the 2nd Respondent was entitled to recover under the contract h e was not p rivy to. 5 .6 The 1st Appellant cited a myriad of cases on privity of contract, nota ble amongst them, Price v Easton2 and Dunlop Pneumatic Tyre Co. Ltd v Selfridge & Co. Ltd3 and submitted that the 2 nd Respondent had no -J14- locus standi, on account of not being pnvy to the contract. 5. 7 Grounds four and six were argued together. It was submitted that, as the 2 nd Appellant was the agent of the 1s t Respondent, the 2 nd Appellant is wholly liable for the fertilizer as an agent of the 1st Respondent. 5 .8 It was submitted that the Respondents have lamentably failed to show that the 2 nd Appellant was an agent of the 1st Appellant. That there is no evidence on record to suggest that the 2 n d Appellant was an agent of the 1st Appellant, as the purported allegation had been vehemently rejected by DWl , who actually stated that, as far as the 1st Appellant was concerned, the said 2 nd Appellant was an agent of the 1st Respondent, as he was the one who brought the said cards to the 1s t Appellant. 5. 9 According to the 1st Appellant, there is nothing on record to suggest that the 1st Appellant allegedly held out the 2 nd Appellant as its agent or that the 1s t Respondent was induced by any such alleged representation. -JlS- 5.10 In r espect of the fifth ground, it was submitted that the 2 nd Respondent and the 2 nd Appellant executed a contract for the payment of cash, equivalent of 343 bags of fertilizer or the supply of fertilizer. In the said agreement, the 2 nd Appellant acknowledges collection of the cards for swiping and collecting the fertilizer for onward transmission to the 1st Respondent, which he a dmitted h e did not deliver. That this was n ot captured in the Judgment of th e court below as the court m erely stated th at the 2 nd Appellant acknowledged personal liability. 5. 11 According to the 1st Appellant, the court below fell into grave error in disregarding a legally binding agreem ent executed by the parties for the p aymen t of a debt. It was submitted th at the agreemen t was enough evidence tha t the 2 nd Appellant was an agen t of the 1st Respondent . 6.0 ARGUMENTS IN OPPOSING THE APPEAL 6 .1 The Respondents filed their h eads of argument into Court on 4 th May 2023, which Mr. K. Phiri counsel for the Respondent relied on and au gmented with brief oral submissions. In response to the first ground, it was -J16- submitted that this ground 1s misconceived and misplaced. It was submitted that the 1st Appellant derived benefit through swiping of the cards, without delivering the fertilizer subject of the contract. It was submitted that the 1st Appellant is contractually mandated to discharge its role in the contract by delivering the 343 bags of fertilizer. 6.2 According to the Respondents, the contract was between the 1st Appellant and the 1st Respondent and as such, the 1st Appellant is legally and morally bound to deliver the fertilizer. That therefore the argument of unjust enrichment is misplaced. 6.3 In response to the second and seventh grounds, it was submitted that there was a clear contract between the 1st Appellant and the 1st Respondent, which was breached by the 1st Appellant's failure to deliver the fertilizer. In specific response to ground seven, it was submitted that the facts in the court below state otherwise than is alleged by the 1st Appellant on this ground . It was submitted that under cross examination (DWl) conceded that the 2 nd Appellant was an agent of -Jl 7 - the 1st Appellant. DWl further told the court that FISP did not allow dealing with agents. 6.4 In respect of the third ground, it was submitted that the interest of the 2 nd Respondent was derived from the fact that he sold his personal property, whose proceeds together with the 1st Respondent's resources went to the procurement of 343 bags of fertilizer, which was given to the farmers, its members as an interim measure. That in that respect, constructive trust was created and therefore the 2 nd Respondent had sufficient interest to claim from the 1st Appellant. 6.5 In response to the fourth and sixth grounds, it was submitted that the court below properly directed itself when it inferred that the 2 nd Appellant worked in the employ of the 1st Appellant between 2016 and 2018 , as evidence was adduced to that effect. That there was evidence that the Respondent dealt with the 1st Appellant through the 2 nd Appellant and (DWl) in the previous farming season. That (DWl) testified on oath that the 2 nd Appellant was the agent of the 1st Appellant -J18- and therefore the 1st Appellant 1s estopped from disowning its agent. 6 .6 In respect of the fifth ground, the Respondents reiterated their arguments on grounds 1,2 ,3,4,6 and 7 and prayed that this ground be dismissed. 7.0 ANALYSIS AND DECISION OF THE COURT 7 .1 We have considered the arguments by the parties and the authorities cited , as well as the Judgment being impugned. The primary issue which was formulated by the learned Judge fo r determination and rightly so, was "whether the 1st Appellant was liable for the actions of the 2 nd Appellant and consequently liable to pay back the Respondents the 343 bags of fertilizer or its monetary equivalent as claimed by the Respondents." 7 .2 In its determination, th e court below opined that the 2 nd Appellant was an agent of the 1st Appellant and therefore the 1st Appellant was liable to deliver 343 bags of fertilizer or its money equivalent to the Respondents . In that respect, we will begin by addressing grounds four and six which revolves around the roles of the 1st Appellant and 2 n d Appellant in relation to the 1st -J19- Respondent. The resolution of the two grounds will have a bearing on the outcome of the other grounds of appeal. 7 .3 In our view, there is no dispute that there was a contractual relationship between the 1st Respondent as a cooperative incorporating farmers under FISP, as beneficiaries holding e-voucher cards under FISP and the 1 st Appellant as a registered agro dealer under FISP. The dealings for all intents and purposes were between the 1 st Appellant and the 1 s t Respondent. It would therefore be futile for the 1s t Appellant to attempt to exonerate itself from the contractual relationship herein especially in view of the testimony by DW1, both in examination in chief and cross examination. 7.4 As held in the Hygrotech Zambia Limited1 case, the question whether or not a person was an agent of another person is a question of fact. It is evident that the determination by the learned Judge was based on findings of fact, taking into consideration the facts and circumstances of the case and the conduct of the parties. -J20- 7.5 We are guided by the case of Communications Authority of Zambia v Vodacom Zambia Limited4 where the Supreme Court held inter alia as follows: "The appellate court will not reverse findings of fact made by a trial Judge unless it is satisfied that the findings in question were either perverse or made in the absence of any relevant evidence or upon a misapprehension of facts or that they were findings which on a proper view of the evidence, no trial court acting correctly can reasonably make." 7 .6 We note from the excerpt from the learned authors of Halsbury Laws of England 1, relied upon by the learned Judge, that for the principal and agent relationship to exist, there must be an agreement between the principal and agent, which agreement can be express or implied. The agent must also h ave authority to act on behalf of the principal. This authority can also be express, implied or apparen t. It must h ere be emphasized that, in certain circumstances , an agency relationship can be -J21- implied based on the conduct of the parties, even without an express agreement. 7.7 An agent is empowered to represent the principal and brings the principal into a legal relationship with a third party. The contract entered into is between the principal and the third party. In the normal course of events, the agent h as no personal rights or liabilities in relation to the contract. This represents an accepted exception to the usual operation of the doctrine of privity in contract law. 7 .8 That therefore, the agent is not actually entering into contractual r elations with the third p arty. The contract is between the principal and the third party. 7. 9 There is evidence of PW 1, J osta Mwenda the 1st Respondent's Secretary at page 99 of the r ecord of appeal (the record), that the agreement of 15th November 2018 , which appears at page 3 of th e supplem entary record of appeal, was dictated to the 2 nd Appellant by Zacks Motala, th e Director in th e 1s t Appellant. This shows the prevailing conduct and control the 1st -J22- Appellant had over the 2 nd Appellant. This evidence was not rebutted by the 1st Appellant. 7 .10 There is also unrebutted evidence by the 2 nd Respondent (PW2), at pages 104 - 105 of the record where he testified as follows: "Then the 49 cards which I gave them were shared between Ahmed Agari.a and Jones Motala but after swiping, they discovered that those cards also had no money in them. I also left the cards with them when they insisted that I leave them behind. It was not the first time to work with them as we trusted them since we worked with them in 2016. We had no problem in 2016, as all the farmers received their fertilizer ... " 7 .11 From the aforestated, it was evident that the 1st Appellant had a continuing contractual relationship with the 1st Respondent from 20 16 farming season. It was also evident that the 2 nd Appellant was actively involved with the 1st Appellant as he even participated in the swiping of the cards on the 1s t Appellants point of -J23- sale machine. This was also witnessed by (PW3). Equally this evidence was not rebutted. 7 .12 In our view, what compounds this matter and adds a damning complexion to the 1st Appellant's case, is the testimony of its own witness (DWl) , who was its manager from 2014 to 201 7. This was the testimony of (DWl): as it appears at pages 117 to 121 of the record: "Ahmed Agaria came to our company (ZKH) informing us that he had cards (e-voucher cards). He came to see me being the manager. When he brought the cards, we swiped them, all 49 cards ... Ahmed Agaria had no position in the company. I don't know where he is now ... Ahmed Agaria used to come to the shop telling me that he can organize so many e voucher cards and bring to me. He was my good friend. We used to give commission to Ahmed Agaria." 7.13 In cross examination, DWl 's evidence was as follows (ref er page 120 of the record) -J24- "Yes I took part in FISP programme in 2017 and used to get e-voucher cards and swipe them after which I would give fertilizer to farmers. Yes Agaria came to our company with 49 cards. Yes he came to the company called ZKH investments. Yes the cards were for farmers and not Agaria... yes Ahmed is my friend and that he used to find customers for us ... Yes I have evidence that Agaria was our agent .. . Yes Agaria was an agent of the company as shown at paragraph 2 of the agreement .. . FISP doesn't allow dealing with agents." 7 .14 In the face of the overwhelming unrebutted evidence as regards the conduct of the 1st Appellant and the 2 nd Appellant and the admissions by DWl that the 2 nd Appellant was a commissional agent, we find no basis on which to fault the learned Judge's findings of law and fact. -J25- 7 .15 According to the learned author, Mumba Malila, on Commercial Law in Zambia, Cases and Materials2 at page 50: "The k ey feature of any agency relationship, is the power of the agent to affect the principal's legal position vis a vis third parties." 7 .16 In the case of Datang Construction Limited v Fraser Associates5 (Suing as a.firm), we did at page J36, opine th at, connected to agency relationship, is the principle of indoor management rule, popularly known as the Turquand 's rule, which is a fundam ental tenet of the law of agency and it is concerned with the protection of outsiders against the actions of the company. 7 .17 This rule has its genesis in the case of Royal British Bank v Turquand6 , where it was held that an outsider contracting with a party in good faith is entitled to presume that the internal regulations and procedures have been complied with and will not be affected by irregularities of which they had n o notice. This rule was formulated in order to keep an outsider's duty to inquire into the affairs of a company within reasonable bounds. -J26- 7 .18 The Turquand's rule has been adopted by the Supreme Court in a raft of authorities, notable amongst them, the case of Zambia Bata Shoe Company Limited v Vin Mas Limited7 where it was h eld inter alia as follows : "(i) That the company's authorized agents bound the company to comply with the contract and such liability cannot be avoided." 7. 19 Although the doctrine of indoor management is subject to certain exceptions, it is evident in this matter that the 1st Respondent did not have actual knowledge of any irregularity or d eficiency in authority or suspicion which ought to have put it on notice to inquire into the 2 nd Appellant's actual authority . 7 .20 Grounds four and six should be dismissed, as the finding that the 2 n d Appellant was an agent of the 1st Appellant is premised on the evidence which was befor e court and on admissions by the 1st Appellant. 7. 21 We will address grounds one and seven together as they both r elate to the allegation that the 1st Respondent received the 343 bags of fertilizer through the 2 nd -J27- Appellant. Having determin ed that the 2 nd Appellant was the agen t of the 1st Appellant and not th e 1st Respondent, this argument falls away. In any case DW1 categorically stated in his evidence that after swiping the cards, he would give the fertilizer to the farmers. There is no evidence that the 343 bags of fertilizer were given to the 1st Respondent. Therefore, the issue of unjust enrichment on the part of the 1st Respondent does not arise. 7 .22 As regards the second ground, we have already alluded to the d etermination that, the 2 n d Appellant was an agent of the 1st Appellant and therefore the contract was between the 1st Appellant and the 1st Responden t. No contract in that respect existed between the 1st Respondent and the 2 nd Appellant. By extension, also no con tractual relationship existed b etween the 1st Appellant and the 2 nd Respondent. 7 .23 In view of the aforestated, ground three su cceeds as the 2 nd Respondent cannot claim rights under th e contra ct it was not a party to. Whatever arrangements were m ade between the 1st Respondent and the 2 n d Respondent as -J28- its Chairman in reimbursing the farmers, its members, were internal and have no bearing on th e contract between the 1st Appellant and the 1st Respondent. 7 .24 As regards the fifth ground, having found that the 2 nd Appellant was an agent of the 1st Appellant, the agreem ent of 15 th November 2018 , has no effect. As earlier alluded to , the agent cannot bear personal liabilities. It was also n ot disclosed in the said agreement as in what capacity the 2 nd Appellant executed the agreement. In any case, since the 2 nd Appellant was not a del credere agent for the 1st Respondent and h aving not given a guarantee at inception to pay, in default, the issue does not arise. 7 .25 With the exception of ground three, the appeal substantially fails. For clarity, we vary the award of the court below as follows: (i) We award the 1st Respondent, the market value of 343 bags of fertilizer as at 13th January 2020; (ii) The said amount shall attract interest at the average short term bank deposit rate .. -J29- from the date of issuance of the writ of summons to the date of our Judgment and thereafter at the current bank lending rate as determined by Bank of Zambia up to the date of settlement; (iii) General damages to the 1st Respondent for breach of contract, to be assessed by the Deputy Registrar; (iv) All the awards aforestated to be borne by the 1st Appellant and to be paid to the 1st Respondent. (v) Costs to the 1st Respondent, to be borne by the 1st Appellant and same to be taxed in J. CHASHI COURT OF APPEAL JUDGE C. K. MAKUU COURT OF APPEAL JUDGE A. M. BANDA-BOBO COURT OF APPEAL JUDGE