Jeremy Cranswick and Robert Fisher v Norman Sachikonye

In August 2004, the first plaintiff and defendant met at a farm in Rusape to discuss the sale of farm equipment belonging to the two plaintiffs. They agreed that equipment located at three different locations would be moved to the defendant's farm, after which a price would be determined based on "a blend of market prices at second hand agricultural sales outlets". The equipment was delivered towards the end of 2004. In May 2005, the plaintiffs presented a price list totaling Z$206,981,000.00 (Z$206,981 revalued) to the defendant, who failed to pay. The plaintiffs instituted action in July 2006 claiming return of the equipment, arguing no valid agreement of sale existed due to lack of agreement on purchase price. The defendant opposed, asserting the parties had agreed on the price of Z$206,981,000.00 and tendered payment. On 27 September 2006, the defendant's legal practitioners sent a cheque for the revalued amount "in full and final settlement". The plaintiffs' lawyers acknowledged receipt on 2 October 2006, the cheque was deposited and honoured on 4 October 2006. On 9 October 2006, the plaintiffs' lawyers purported to accept the payment "on a without prejudice basis" and later advised they would persist with the claim.

• Whether an agreement of sale was validly concluded between the parties
• Whether the parties agreed on a purchase price for the farm equipment
• Whether the plaintiffs were entitled to return of the equipment after accepting the defendant's tender of payment in full and final settlement
• Whether the plaintiffs were estopped from asserting non-payment or acceptance without prejudice after depositing and benefiting from the cheque

1. The plaintiffs' claim was dismissed. 2. The plaintiffs were ordered to pay the defendant's costs jointly and severally, the one paying the other to be absolved.

1. An agreement of sale is validly concluded only if the parties agree on the property to be purchased and the purchase price, either as a specific amount or through an agreed mechanism for determining the price. 2. Where a party accepts a cheque tendered in full and final settlement of a claim, deposits it into their account and benefits from the proceeds without tendering refund, that party is estopped from asserting non-payment or that the acceptance was conditional or without prejudice. 3. A purported reservation of rights communicated after a cheque has been deposited and honoured, and without offering to refund the money, is ineffective to preserve a claim that has been compromised by acceptance of the tender.

The court observed that the issue of consequences of failure to make timeous payment (such as interest or adjustment to US dollar value due to inflation) does not affect the validity of the agreement of sale once parties have agreed on the purchase price. Such matters relate to compensation for loss occasioned by delay, not to the existence of the contract itself. The court also commented that the first plaintiff's flat denial of knowledge of the agreed figure of Z$206,981.00 in evidence-in-chief, when it was later shown to have come from the plaintiff himself, constituted a deliberate attempt to mislead the court.

This case is significant in Zimbabwean contract law for clarifying the essential elements of a valid agreement of sale, particularly the requirement for agreement on purchase price either as a specific amount or through an agreed mechanism. It also demonstrates the application of estoppel principles where a party accepts payment tendered in full and final settlement of a claim - such acceptance, especially when followed by depositing and benefiting from the funds without tendering refund, estops the party from later claiming the acceptance was conditional or without prejudice. The case emphasizes the importance of timing and conduct in acceptance of tenders and the consequences of attempting to reserve rights after accepting and benefiting from payment.