LUKE ADAM MUNYAWARARA
SAM RINDAI BHANDE
HIGH COURT OF ZIMBABWE
HARARE, 21, 22, 23 & 28 March 2018
P. Kufakwaro, for the plaintiff
M. Mavhunga, for the defendant
MUNANGATI-MANONGWA J: The plaintiff and defendant herein are brothers. The plaintiff instituted summons in 2016 claiming US$14 731-00 (fourteen thousand seven hundred and thirty one dollars) arising from outstanding dividends which were due and payable from October 2012, interest and costs. The defendant denies liability on the basis that the claim has prescribed and in any case no dividend is payable to the plaintiff as none was declared by the board of directors.
The parties agreed that the following issues stand for determination:
1. Whether or not the plaintiff’s claim has prescribed, if not
2. Is the plaintiff entitled to a dividend in terms of the shareholders agreement?
If so, how much is he entitled to?
The facts of this matter are as follows: plaintiff and defendant were shareholders in a company known as Central African Forge Company (Pvt) Ltd (hereinafter referred to as “CAFCO”) through an investment vehicle known as Sam Bee Engineering (Pvt) Ltd since 1997. The plaintiff held 9.9% of the shares. On 15 September 2012 the brothers entered into a shareholder’s agreement wherein the plaintiff sold his shareholding to the defendant for the sum of US$94 403-00. Attached to and as part of the agreement is a payment scheme which detailed how the purchase price was to be paid, payment of the deposit, annuity and interest.
It is common cause that the defendant paid the full purchase price for the purchase of shares together with interest thereof. It is the issue of the amount allegedly owed as dividends which the brothers cannot agree on.