Eastview Gardens Residents Association v Zimbabwe Reinsurance Corporation Limited and Others

The applicant was a residents' association representing 384 tenants of Eastview Gardens, a complex of flats owned by the first respondent (Zimbabwe Reinsurance Corporation Limited). On 9 February 2001, the respondents wrote to all tenants offering to sell the flats to sitting tenants on a sectional title basis, with a deadline of 28 February 2001 for responses. Before the deadline, the first respondent withdrew this offer and amended it to provide that flats would be sold "block by block". The applicant's chairman wrote on 28 February 2001 objecting to the manner of sale and suggesting the sale be "shelved" until various issues were clarified. On 8 March 2001, the third respondent made another offer giving tenants seven days to respond. Some 128 tenants (including the applicant's chairman) accepted the offer and purchased their flats. The applicant brought an application seeking to enforce what it claimed was a right of pre-emption or option to purchase the flats.

• Whether the deponent to the founding affidavit had authority under the Association's constitution to bring proceedings on behalf of all members
• Whether the letter of 9 February 2001 created a right of pre-emption or option in favor of the tenants
• Whether the respondents were entitled to withdraw the offer and sell to third parties
• Whether the offer constituted a binding option contract or merely an invitation to treat

The application was dismissed with costs on an attorney and client scale.

A letter offering to sell property to sitting tenants with a response deadline does not create a right of pre-emption or option unless there is a concluded subsidiary contract binding the offeror to keep the offer open for the specified period. Such a letter, particularly when it states that the offer is made "if you are interested in doing so," constitutes merely an invitation to treat or offer to negotiate, not a binding option. An offeror is entitled to withdraw such an offer before acceptance, and once rejected (expressly or impliedly), the offer lapses and cannot subsequently be accepted. For associations or artificial persons, a deponent's authority to institute proceedings on behalf of members may be established by reference to the organization's constitution without requiring individual supporting affidavits from all members.

The court commented on procedural irregularities in the case history, noting that the applicants had failed to follow proper procedures in seeking written reasons for judgment, instead involving the Executive arm of government. Paradza J emphasized that litigants should follow established court rules and not seek to involve other branches of government, as this sets a bad precedent and creates the wrong impression that the Executive can direct the Judiciary. The court also observed that it is wise practice for a deponent to explicitly state in an affidavit that they have been duly authorized to swear the affidavit on behalf of another person or entity, though this is not always strictly necessary if other sufficient evidence of authority is provided.

This case is significant in Zimbabwean contract law for clarifying the distinction between a binding option contract and a mere invitation to treat. It emphasizes that for an option to exist, there must be a concluded subsidiary contract binding the offeror not to withdraw the offer for a specified period. The case also provides guidance on when a deponent to an affidavit has sufficient authority to act on behalf of an association or artificial person, following South African precedents. The punitive costs award reflects the court's view on frivolous litigation and abuse of process through deliberate delays.