Paarlweb (Private) Limited v Amazon Tobacco (Private) Limited and Others

The applicant paid RTGS 302,000.00 to the first respondent, Amazon Tobacco (Private) Limited, a company registered in Zimbabwe with its address in Mandara, Harare, in April 2019 for the purchase of farm equipment. The equipment remained undelivered despite a promise of delivery within one week. The second and third respondents were directors of Amazon Tobacco who stated they were now resident in South Africa. The applicant feared that these directors might come and remove assets from Zimbabwe, and sought to attach specified assets including cars, office and household goods at Amazon Tobacco's registered address. The applicant brought an ex parte application to found jurisdiction under s 15 of the High Court Act.

• Whether an application to found jurisdiction was necessary where the cause of action arose in Zimbabwe
• Whether the court had jurisdiction over a company registered in Zimbabwe
• The distinction between an application to found jurisdiction and an application to confirm jurisdiction
• Whether the requirements for founding or confirming jurisdiction were met in the circumstances

The application to found jurisdiction was dismissed.

Where the cause of action arises in Zimbabwe and the defendant is a company registered in Zimbabwe, the courts have automatic jurisdiction over both the cause of action and the person of the defendant, and no application to found or confirm jurisdiction is necessary. An application to found jurisdiction is only necessary where the court has no jurisdiction over both the cause of action and the person of the defendant. An application to confirm jurisdiction is necessary where the court has jurisdiction over the cause but lacks jurisdiction over the person of the defendant. A company is a separate legal entity from its directors, and jurisdiction over a locally registered company exists regardless of where its directors reside.

The court observed that if the two directors cited were the only directors of Amazon Tobacco and neither were resident in Zimbabwe, that would constitute a violation of s 169 of the Companies Act, which requires every company to have at least two directors, at least one of whom shall be ordinarily resident in Zimbabwe. The court also noted that no proof was attached regarding the directors' permanent residency in South Africa or whether they were the only directors of the company. The court indicated that the proper procedure in this case would be to simply issue summons against the respondents for repayment of the amount owed.

This case clarifies the important procedural distinction between applications to found jurisdiction and applications to confirm jurisdiction in Zimbabwean civil procedure. It reinforces the principle that where a cause of action arises within Zimbabwe and involves a corporate entity registered in Zimbabwe, the courts automatically have jurisdiction and no special application is necessary. The case serves as guidance on the proper procedure for instituting claims against locally registered companies, even where their directors may be resident abroad. It also highlights the requirement under the Companies Act that at least one director must be ordinarily resident in Zimbabwe, which impacts jurisdictional considerations.