Approuc Consortium v Big Valley Masters (Private) Limited

On 21 May 2021, the parties entered into a joint venture agreement for processing gold ore at mining claims in Shurugwi for a period of one year. The respondent contributed immovable and moveable assets including existing plant and equipment at the claims. The applicant was responsible for financial expenses and installation of equipment at the Carbon in Pulp (CIP) plant. The agreement provided that all equipment installed by the applicant would remain its property until expiration of the agreement, with a profit-sharing ratio of 70% to respondent and 30% to applicant. The agreement was terminated by mutual consent on 12 November 2021, prior to its expiry. A dispute arose when the applicant sought to remove its equipment valued in excess of USD 300,000. The respondent offered to pay USD 200,000 for the equipment and refused to allow removal, claiming the parties had agreed to compensation rather than removal. The applicant rejected this position and sought to enforce the contractual provision allowing it to retain its equipment upon early termination.

• Whether the applicant established a clear right to remove the equipment under the joint venture agreement
• Whether the applicant established irreparable injury actually committed or reasonably apprehended
• Whether the applicant had an alternative remedy to a final interdict
• Whether the requirements for a final interdict as set out in Setlogo v Setlogo were satisfied
• The proper interpretation of clause 3(ii)(e) of the joint venture agreement regarding ownership of equipment upon early termination

1. The application was granted. 2. The agreement between the parties dated 21 May 2021 was terminated. 3. The respondent was interdicted from interfering with the applicant's removal of its equipment from the Carbon in Pulp plant at Skyrocket 1 and Dunvegan. 4. The respondent was ordered to bear the costs of suit.

Where parties enter into a written contract containing clear provisions regarding ownership of equipment upon early termination, courts will enforce those provisions according to their plain meaning and will not permit one party to unilaterally alter the contract terms. A party seeking a final interdict must establish: (1) a clear right on a balance of probabilities; (2) irreparable injury actually committed or reasonably apprehended; and (3) the absence of similar protection by any other remedy. An applicant is not compelled to wait for damage to occur before seeking an interdict where injury is reasonably apprehended and adequate alternative remedies are not available. The doctrine of sanctity of contract requires that contracts freely and voluntarily entered into by parties of full age and competent understanding be enforced by courts, and courts will not lightly interfere with freedom of contract or read implied terms that conflict with express terms.

The court observed that it does not make sense for an applicant to wait for property to be destroyed and then seek quantified damages, when preventative relief through an interdict is available. The court noted that the respondent's attempt to craft a new contract for itself through offering compensation could not succeed where a clear contract already existed. The court also remarked on the respondent's lack of capacity to provide fair compensation and the lengthy time period (over two years) it would take to pay even the lower amount offered, suggesting this demonstrated the inadequacy of damages as an alternative remedy.

This case is significant in Zimbabwean contract law for its application of the doctrine of sanctity of contract and its reaffirmation of the principles governing final interdicts. The judgment emphasizes that courts will not rewrite contracts freely entered into by competent parties, even if the terms prove onerous. It demonstrates that clear contractual provisions regarding ownership and termination will be enforced according to their plain meaning. The case also illustrates the application of the three requirements for a final interdict (clear right, irreparable injury, absence of alternative remedy) in a commercial contract dispute, and confirms that actual injury need not be awaited where contractual rights are being infringed and adequate compensation is not available.