HRL Safari LLC Limited v Forever Africa (Private) Limited

The plaintiff, HRL Safari LLC, a Delaware company, claimed payment of US$418,950.69 plus interest from the defendant, Forever Africa (Pvt) Ltd, a Zimbabwean company. Originally, Vantage Travel Services Inc advanced a loan of US$515,000 to the defendant in April 2018 to construct the Iganyana Tented Camp at Hwange. In April 2019, a deed of novation and assignment was executed whereby Vantage assigned its rights to the plaintiff (HRL Safari) and the defendant novated all its obligations to Safari Connect Limited, a Mauritian company. The deed contained a choice of law clause providing for English law and the exclusive jurisdiction of English courts. Safari Connect failed to repay the loan, and the plaintiff obtained an arbitral award by consent against Safari Connect in February 2025 for US$418,950.69 plus interest. Safari Connect became insolvent and failed to pay. The plaintiff then sued the defendant, arguing that Safari Connect and the defendant were a single economic entity and the corporate veil should be pierced to hold the defendant liable. The defendant opposed, arguing lack of jurisdiction, no cause of action, material non-joinder of Safari Connect, release from liability under the novation agreement, and that Safari Connect was not its subsidiary.

• Whether the High Court of Zimbabwe has jurisdiction to determine the matter in light of the exclusive jurisdiction clause in the deed of novation
• Whether the summons discloses a cause of action against the defendant
• Whether there has been material non-joinder of Safari Connect as a necessary party
• Whether the defendant is liable to pay Safari Connect's debt on the basis of piercing the corporate veil under the single economic entity principle

The plaintiff's claim was dismissed with costs.

A foreign jurisdiction clause in a contract does not automatically oust the jurisdiction of the Zimbabwean High Court but gives rise to a judicial discretion to be exercised considering all relevant factors including connections to Zimbabwe, convenience, efficiency and avoiding multiplicity of proceedings. Piercing the corporate veil is an exceptional equitable remedy, not an independent cause of action. Where a plaintiff seeks to pierce the corporate veil on the single economic entity principle, it must plead and prove with sufficient particularity that the entities are inextricably linked and indivisible, including evidence of common shareholding (ideally 100%), common directorship, operational integration, and control such that one entity controls every movement of the other and they are bound hand and foot. Mere holding company status, one common director, or legitimate commercial arrangements on favourable terms are insufficient to justify piercing the corporate veil. The separate legal personality of companies in a group must be respected unless exceptional circumstances are clearly established. A party against whom liability is sought to be imposed (rather than the entity whose corporate veil is to be pierced) is the necessary party with direct and substantial interest in proceedings seeking to pierce the corporate veil.

The court observed that an arbitral award need not be registered under Article 35 of the Model Law before it can be relied upon to prove a liquidated debt in separate proceedings against a third party alleged to constitute the same economic entity as the award debtor. The court also noted that where parties agree to proceed by way of special case, the court is bound to accept the agreed facts as correct and cannot inquire into their accuracy. The court remarked favourably on the purpose of the Commercial Division being the expeditious resolution of commercial disputes according to international best practices. MUSHURE J also observed that the plaintiff's argument about Safari Connect transferring debt to avoid creditors was not supported by the documentary evidence, which showed the novation occurred years before Safari Connect's collapse and that Safari Connect serviced the debt for approximately four years until it was affected by Vantage's liquidation.

This case provides important guidance on piercing the corporate veil in Zimbabwe, particularly regarding the single economic unit principle in a group company context. It confirms that: (1) foreign jurisdiction clauses do not oust the inherent jurisdiction of Zimbabwean courts but give rise to a discretion, with the court considering factors such as connections to Zimbabwe, convenience, efficiency and avoidance of multiplicity of proceedings; (2) piercing the corporate veil is not an independent cause of action but an equitable remedy that must be pleaded with sufficient particularity by alleging facts showing abuse, impropriety or operational indivisibility; (3) the single economic entity principle requires proof beyond mere holding company status - there must be evidence of common shareholding (ideally 100%), common directorship, operational integration, and control such that the entities are 'bound hand and foot'; (4) legitimate commercial arrangements, even if on favourable terms, do not by themselves justify piercing the veil; and (5) proper pleading of a liquidated debt claim requires alleging the source of obligation, title to sue, the amount, that it became due and remains unpaid, and interest particulars. The judgment emphasizes that each company in a group is presumed to be a separate legal person and the Salomon principle prevails unless exceptional circumstances are clearly established.