DAVID GOVERE
v
- ORDECO (PRIVATE) LIMITED
- REGISTRAR OF DEEDS
SUPREME COURT OF ZIMBABWE
ZIYAMBI JA, HLATSHWAYO JA & PATEL JA
HARARE, SEPTEMBER 23, 2013
T. Magwaliba, for the appellant
E. T. Moyo, for the first respondent
PATEL JA: At the beginning of the hearing of this matter, counsel for the appellant sought to introduce a point of law, pertaining to the validity of the proceedings in the court below, as a new ground of appeal. For the reasons given at the hearing, we declined the application.
Thereafter, following argument on the merits of the appeal, the Court unanimously dismissed the appeal with costs, except in relation to the fifth ground of appeal. The reasons for our decision are as follows.
BACKGROUND
This is an appeal against the whole judgment of the High Court in Case No. HC 9257/12 handed down on 5 June 2013. Prior to that judgment, on 8 November 2011, the High Court granted an order by consent in Case No. HC 3159/11. In terms of that order, the company known as Coldrac (Pvt) Ltd t/a Tacoola Beverages (hereinafter referred to as “Coldrac”) was required to pay the first respondent its outstanding rentals, operating charges and wasted costs, totalling US$112,000.00, in 13 monthly instalments commencing in December 2011. The appellant, who was a party to those proceedings, was absolved from the instance.
Following the failure by Coldrac to meet its payment obligations, the first respondent applied to the High Court for an order, in terms of s 318 of the Companies Act [Cap 24:03], declaring the appellant personally liable for the judgment debt of Coldrac. The appellant admitted that he was a director of Coldrac between 2003 and 2007, in what he described as an unofficial capacity, and that he had acquired 80% of the shareholding in Coldrac. However, the relevant CR 14 forms filed with the Registrar of Companies did not reflect his directorship in Coldrac.
