Deputy Sheriff Chinhoyi v Appointed Enterprises and NSSA and Isaac Mhaka

The Deputy Sheriff Chinhoyi (applicant) attached and removed ten beasts from the judgment debtor's premises pursuant to a writ of execution issued in case HC 1953/12. After the attachment, the applicant received an affidavit from Memory Kuhlengisa, claiming to represent Appointed Enterprises (the claimant), asserting that the ten beasts belonged to the claimant and not to the judgment debtor. This led the applicant to bring an interpleader application to determine ownership of the attached property.

• Whether Memory Kuhlengisa had proper authority to represent the claimant company in the absence of a Board of Directors resolution
• Whether lack of a resolution authorizing representation of a company is fatal to legal proceedings
• What are the requirements for a director to validly represent a company in legal proceedings

The claimant's claim was dismissed with costs.

A company with more than one director must have a duly signed resolution of the Board of Directors authorizing a person to represent the company in legal proceedings. The absence of such a resolution is fatal to the proceedings and renders the deponent's affidavit not properly before the court. The exception to this requirement only applies where a company has a single director who can perform judicial acts without holding a full board meeting.

The court noted that there was no application by the claimant for leave to file a duly signed resolution, suggesting that had such an application been made, the court might have considered allowing rectification of the defect. The court also observed the conflicting CR 14 forms filed by the parties regarding whether Memory Kuhlengisa was a director, though ultimately this dispute was not determinative since both forms showed multiple directors existed.

This case reinforces the strict compliance required for corporate representation in Zimbabwe courts. It confirms that where a company has multiple directors, a duly signed board resolution is mandatory for authorizing representation in legal proceedings. The case emphasizes that procedural requirements for corporate litigants cannot be waived or overlooked, and that failure to comply with these requirements is fatal to a party's case. It serves as a warning to legal practitioners to ensure proper corporate authority is obtained and evidenced before instituting or defending proceedings on behalf of a company.