AVIM Investments (Private) Limited v Livetouch Investments (Private) Limited and Sheriff of the High Court Gweru

The applicant and first respondent entered into a contract for the supply and transport of 1,000 tonnes of coal fines from Hwange. A dispute arose leading to arbitration before retired Justice Mtshiya who issued an award on 20 August 2021 (amended 26 August 2021) directing the first respondent to pay the applicant US$815,000 for 56,000 tonnes of coal fines. On 29 June 2022, the High Court at Masvingo granted registration of the arbitral award and dismissed the first respondent's application to set it aside. On 28 November 2024, the applicant approached the court on an urgent basis seeking a compelling order for payment of US$380,000 and collection of the coal fines stockpile, citing urgency due to risk of rain damage. The matter proceeded through default judgment on 13 December 2024, rescission on 9 July 2025, and opposition filed on 17 July 2025. The opposition was filed by George Makonese purporting to act under a board resolution dated 11 September 2024.

• Whether an ordinary point of law can be raised at the hearing without prior notice to the opposing party
• Whether the board resolution authorising the deponent to the first respondent's opposing affidavit was valid
• Whether a board resolution referring to a different case number and passed before the current proceedings were instituted can validly authorise representation in the current proceedings
• Whether blanket or general board resolutions authorising future litigation meet the legal requirement of specificity
• The consequences of an invalid board resolution on the validity of court proceedings

1. The application succeeds. 2. The 1st Respondent shall pay to the Applicant the sum of US$380,000.00 or its equivalent in local currency at the prevailing interbank rate at the time of payment. 3. In the event that the 1st Respondent fails to pay as stated in paragraph 2 above, the 2nd Respondent be and is hereby authorised to proceed with execution to recover the said sum. 4. The 1st Respondent shall pay the costs of this application [on the ordinary scale].

A board resolution authorising a person to represent a company in legal proceedings must: (1) specifically refer to and identify the actual proceedings in question by case number or adequate description; (2) demonstrate that the company is aware of those specific proceedings; (3) not be a blanket or general resolution purporting to authorise unknown future litigation. An invalid or defective board resolution renders all proceedings founded upon it void ab initio and a nullity. Where a purported board resolution refers to a different case number and/or was passed before the current proceedings were instituted, it cannot validly authorise representation in those proceedings. The requirement for valid corporate authority is a fundamental rule of corporate and procedural law, not a mere technicality. An ordinary point of law going to the root of the matter may be raised at any stage of proceedings, including at the hearing without prior notice, where its consideration involves no unfairness to the other party.

The court made several important obiter observations: (1) The Supreme Court Rules 2025, rule 58(7) now aligns with the principles in Muchakata v Netherburn Mine by granting the court discretion to allow preliminary objections or points of law to be raised at the hearing even if not included in heads of argument, reflecting that there is no absolute bar to raising ordinary points of law at the hearing stage. (2) The 'first-in-time procedural defect' principle from Reverend Clement Nyathi v Trustees applies to multiple defects afflicting the same party's application, not to combine preliminary points from different parties. (3) The court may adopt an 'omnibus approach' by hearing all preliminary points and merits before determining the dispositive point, but where the issue is whether a legal entity is properly before the court, it would be prudent to deal with that point first. (4) Punitive costs on a legal practitioner-client scale are only granted in exceptional circumstances and must be properly motivated - they are not awarded simply because requested. (5) The court noted that while convenience may suggest blanket resolutions for large corporates to avoid routine board meetings, such practice is not supported by law - the company must be aware of the specific proceedings it is authorising.

This case reinforces fundamental principles of corporate representation in litigation in Zimbabwe. It emphasizes that: (1) Board resolutions authorising litigation must specifically refer to the actual proceedings in question, not different case numbers or generalised future litigation; (2) Blanket or general resolutions purporting to authorise unspecified future litigation are invalid and constitute nullities; (3) The requirement for valid corporate authority is not a mere technicality but a fundamental rule protecting the integrity of corporate decision-making and the courts; (4) Invalid board resolutions render all proceedings founded upon them void ab initio with no valid consequences flowing therefrom; (5) The court retains discretion to entertain ordinary points of law even at the hearing stage without prior notice where no unfairness results. The judgment aligns Zimbabwean law with recent Supreme Court pronouncements on corporate authority and provides clear guidance on what constitutes a valid board resolution for litigation purposes.