Lifestyle Holdings Private Limited and Rufaro Marketing Private Limited v Emmanuel Mahachi

The second applicant (Rufaro Marketing) owned Vito Complex, a beer hall with ancillary buildings. The first applicant (Lifestyle Holdings, previously TN Holdings Limited) entered into a lease agreement with the second applicant on 6 November 2011 to lease Vito Complex until 31 December 2022, potentially extendable to 31 December 2024. The first applicant used the main beer hall building and sublet smaller units to others, including the respondent. The sublease to the respondent was terminated in June 2018, but the respondent remained in occupation. The respondent entered into a joint venture agreement with the first applicant from 2013 to 2014, which lapsed. In February 2019, the first applicant discovered that the respondent was demolishing toilets and constructing tuckshops without authorization. A provisional order was granted on 19 February 2019 interdicting the respondent from further demolitions and constructions, which the respondent failed to comply with.

• Whether the lease agreement between the first and second applicants was valid and subsisting
• Whether the respondent had authority to sublease, demolish existing structures, and construct new buildings at Vito Complex
• Whether the joint venture agreement between the first applicant and respondent gave the respondent authority to make alterations to the property
• Whether the respondent should be ordered to demolish unauthorized structures
• Whether costs on the higher scale were warranted

1. The lease agreement between the first and second applicants for Vito Complex was declared valid until 31 December 2022, or as extended to 31 December 2024. 2. The respondent was declared to have no authority to sub-lease Vito Complex, construct tuck-shops, or modify or demolish existing approved buildings. 3. The respondent and all those acting through him were ordered to demolish all structures erected on or after 8 February 2019 within 24 hours, failing which the applicants, with the assistance of the City of Harare, were authorized to demolish such structures. 4. The respondent was ordered to pay costs of suit on the scale of legal practitioner and client.

A sub-lessee's rights cannot exceed those of the head lessee. Any demolition or construction on leased property requires written approval from the lessor and compliance with town planning authority requirements. A lapsed joint venture agreement that has not been renewed or extended cannot serve as a basis for authority to make alterations to property. Where a lease agreement has not been disputed or set aside, it remains valid and enforceable according to its terms. Non-compliance with a provisional court order and reliance on contradictory and baseless legal arguments constitutes approaching the court with dirty hands, warranting punitive costs.

The court observed that previous litigation between the parties (including a peace order and other claims) was not relevant to the determination of the declaratory relief sought. The court noted that the respondent's attempt to both affirm and deny the continued existence of the joint venture (approbating and reprobating) was untenable. The court commented that imposing higher costs serves the dual purpose of safeguarding the integrity of judicial processes and ensuring that parties do not needlessly congest courts with matters relying on ill-founded premises.

This case reinforces important principles in Zimbabwean property and lease law regarding the hierarchy of rights in leasehold arrangements. It establishes that a sub-lessee cannot have greater rights than the head lessee, and that unauthorized alterations to leased property, including demolitions and constructions, are impermissible without proper authorization from both the lessor and relevant planning authorities. The case also demonstrates the court's willingness to impose punitive costs where litigants fail to comply with court orders and pursue litigation on ill-founded premises, thereby protecting the integrity of judicial processes.