Nyasha Noreen Nyorovai Del Campo (Nee Mujuru) v Dr Joice Teurai Ropa Mujuru and Others

The applicant was the daughter of the first respondent and the late Solomon Tapfumaneyi Ruzambu Mujuru. In 2004, she was appointed director of Dahaw Trading (Private) Limited by her late father, who was the sole shareholder. In 2005, her father transferred 20,000 fully paid shares to her, making her the sole beneficial owner. After her father's death in 2011, the third respondent was appointed as director. Dahaw held 39.55% shares in Willdale Limited, a public listed brick manufacturing company. In December 2021, the first to fourth respondents (the applicant's mother and siblings) instructed that Dahaw's dividend for 2021/2022 be deposited into the first respondent's personal account. On 12 January 2022, the applicant discovered Forms CR6 and CR11 filed on 22 September 2021 that changed the shareholding structure, giving the first respondent 11,940 shares and reducing the applicant to 1,990 shares, and appointing the first, second and fourth respondents as directors. The respondents claimed these changes were agreed upon at a family meeting in Dubai in August 2021, which the applicant disputed, denying the signatures on the purported agreements were hers.

• Whether the matter was urgent and properly before the court on an urgent basis
• Whether affidavits sworn before a Notary Public in South Africa were valid for use in Zimbabwean courts
• Whether the applicant had locus standi to institute proceedings regarding the dividend payable to Dahaw
• Whether the relief sought was competent
• Whether documents executed outside Zimbabwe required authentication under Rule 85(2) of the High Court Rules, 2021
• Whether the applicant established the requirements for an interim interdict
• Whether the applicant's shareholding and directorship in Dahaw was unlawfully altered

The provisional order was granted in terms of the draft filed of record, interdicting the seventh respondent from disbursing the dividend due to Dahaw Trading (Private) Limited for the 2021/2022 financial year directly to the first respondent until the shareholding dispute was finalized, with the matter to return for final determination of the validity of the appointment of directors and the altered shareholding structure.

The binding legal principles established are: (1) Under Rule 85(2) of the High Court Rules, 2021, affidavits and documents executed outside Zimbabwe before a notary public are valid for use in Zimbabwean courts without further authentication before a commissioner of oaths. (2) Documents executed outside Zimbabwe that require authentication under Rule 85(2) must comply with those authentication requirements to be admissible in Zimbabwean courts. (3) A shareholder has locus standi to challenge irregular changes to company shareholding and directorship where the shareholder has a direct and substantial interest in the subject matter, namely control of the company and protection of their own shareholding. (4) For an interim interdict to be granted, the applicant must establish: (a) a clear right or prima facie right open to some doubt; (b) well-grounded apprehension of irreparable harm; (c) balance of convenience favours the interdict; and (d) absence of alternative remedy. (5) Changes to company shareholding and directorship must comply with proper legal procedures, including resolutions and documentary transfers; mere allegation of oral agreement is insufficient without proper evidence.

The court observed that the objection regarding the validity of affidavits sworn before a notary public was "clearly vexatious," suggesting such objections lack merit and waste judicial time. The court also noted that "it would not make sense to require an affidavit sworn before a commissioner of oaths to be further authenticated before a notary public or an affidavit sworn to and/or authenticated before a notary public to be further sworn to before a commissioner," emphasizing the practical reality that notaries public are legal practitioners and persons appearing before them necessarily take oaths. The court commented that the mere fact that family members are involved in a commercial dispute does not justify removing the matter from urgent proceedings, rejecting the argument that family disputes should be treated differently. The court observed that the motive for seeking to deposit company income into a personal account "is not legitimate, as no explanation has been given as to why the income of the company should be deposited into the personal accounts of a private individual," suggesting impropriety in such arrangements.

This case is significant in Zimbabwean company law as it establishes important principles regarding the protection of minority shareholders' rights and proper corporate procedures. It demonstrates judicial willingness to protect shareholders from fraudulent or irregular changes to company shareholding and directorship structures. The case also clarifies important procedural matters including: (1) the validity of affidavits sworn before foreign notaries public under Rule 85 of the High Court Rules, 2021; (2) the authentication requirements for documents executed outside Zimbabwe; (3) the locus standi of shareholders in derivative actions and disputes concerning company control; and (4) the application of interim interdict principles in corporate disputes. The judgment reinforces that proper corporate formalities must be followed for transfer of shares and appointment of directors, and that family relationships do not exempt parties from compliance with company law requirements.