Bhuri and 2 Others v Mavetera and Chief Registrar of Companies (306 of 2024) [2024] ZWHHC 306 (18 July 2024)

Bhuri and 2 Others v Mavetera and Chief Registrar of Companies (306 of 2024) [2024] ZWHHC 306 (18 July 2024)

The agreement for the sale of shares was valid as the evidence showed that shareholder consent was given, the conduct of the appellants ratified the agreement, and there was no credible evidence of corrective measures to nullify the agreement. The lower court's findings were supported by the evidence and no misdirection or irregularity was established.

Citation
[2024] ZWHHC 306
Parties
Appellant: Richard Bhuri; Appellant: Nyasha Masaka; Appellant: Purple Dot Investments (Pvt) Ltd; Respondent: Tarisai Mavetera; Respondent: Chief Registrar of Companies
Court
Harare High Court
Jurisdiction
Zimbabwe
Judgment Date
18 July 2024
Case Number
306 of 2024
Procedural Posture
Civil Appeal / Judgment on Appeal
Outcome
appeal dismissed with costs
Legal Topics
Rectification of Register, Sale of Shares, Articles of Association, Ratification of Agreements
Source Language
English
Company Law Rectification of Register Sale of Shares Articles of Association Ratification of Agreements

Case Brief

Summary, issues, holding and outcome

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Parties

Richard Bhuri

Appellant

Nyasha Masaka

Appellant

Purple Dot Investments (Pvt) Ltd

Appellant

Tarisai Mavetera

Respondent

Chief Registrar of Companies

Respondent

Procedural Posture

Civil Appeal / Judgment on Appeal

Legal Issues

  1. 1 Whether the sale of shares agreement between Takaona and Mavetera was valid without prior written consent of all shareholders as required by the articles of association
  2. 2 Whether the appellants took sufficient corrective measures to nullify the sale of shares agreement
  3. 3 Whether the joinder of appellants in their personal capacities was proper

Ratio Decidendi

The agreement for the sale of shares was valid as the evidence showed that shareholder consent was given, the conduct of the appellants ratified the agreement, and there was no credible evidence of corrective measures to nullify the agreement. The lower court's findings were supported by the evidence and no misdirection or irregularity was established.

Court Disposition

appeal dismissed with costs

Orders

  • The appeal is dismissed with costs.