Simbarashe Mujuru v C.E.O Africa Roundtable

The appellant (plaintiff a quo) and respondent (defendant a quo) entered into a Service Level Agreement dated 8 February 2023 whereby the appellant agreed to organise and facilitate a business mission to the USA for the respondent and its members. The agreement provided for: (i) a consultation fee of USD 15,000 payable in installments (USD 1,000 on signing, 60% before departure, 40% on completion); and (ii) program costs of USD 5,400 including ground transport and other direct costs. The appellant claimed that respondent failed to pay: (a) USD 4,500 being outstanding remuneration under the agreement; and (b) USD 1,610.14 being extra expenses incurred on behalf of respondent. The respondent contended it had paid all amounts due under the agreement, totaling USD 20,400 or USD 21,400 (conflicting evidence). The Magistrates Court dismissed the appellant's claim in its entirety, finding that all money due under the agreement had been paid and that extra expenses were not established through meeting of the minds.

• Whether the respondent had paid all monies due to the appellant under the Service Level Agreement
• Whether the trial court erred in finding a verbal contract not pleaded by the parties
• Whether the trial court properly considered the respondent's alleged acknowledgement of debt
• Whether extra expenses of USD 1,610.14 incurred by the appellant were authorized and payable by the respondent under clause 3(v) and clause 4 of the agreement
• The proper interpretation of payment terms under the Service Level Agreement

1. The appeal partially succeeds. 2. The judgment of the Court a quo is partially set aside as follows: 2.1. The claim of USD 4,500 or the equivalent payable in Zimbabwean dollars at the prevailing interbank rate as at date of full and final payment is granted with costs. 2.2. The claim of USD 1,610.14 or the equivalent payable in Zimbabwean dollars at the prevailing interbank rate is dismissed. 3. The respondent shall pay appellant's costs.

Where a party alleges that payment has been made in full under a contract, that party bears the onus of proving such payment with credible documentary or other evidence. Bold assertions without supporting documentation are insufficient. Courts must confine themselves to issues properly pleaded and ventilated by the parties, and may not make findings on matters not in issue. Where a contract expressly requires approval for expenses beyond a stipulated cap, such approval must be express and cannot be implied from conduct or partial documentation. A court has a duty to consider all relevant evidence placed before it, including acknowledgements of debt, and failure to do so constitutes a misdirection. The principle established in Magodora & Others v Care International Zimbabwe 2014 (1) ZLR 397 (S) applies - courts may not rewrite contracts for parties or excuse them from consequences of agreements freely and voluntarily accepted.

The court observed that the drafting of the Service Level Agreement was "not the most elegant" and that the parties appeared to have differing understandings of the contract terms despite it being in writing. This highlights the importance of clear and unambiguous drafting in commercial agreements. The court also noted confusion in the record regarding the proper identification of witnesses (Kipson Gundani being erroneously referred to as Gibson Mugundani or Mugundami), which reflects on the quality of record-keeping in the lower court.

This case provides guidance on: (1) the onus of proof in contract disputes where one party alleges full payment - the party asserting payment bears the burden of proving it with documentary or credible evidence; (2) the importance of courts confining themselves to issues properly pleaded and in dispute before them, and not making findings on unpleaded matters; (3) the duty of courts to consider all relevant evidence, including acknowledgements of debt by parties; (4) the interpretation of contractual clauses requiring express approval for expenses beyond agreed caps - strict compliance is required and approval cannot be implied; and (5) the principle that courts must not rewrite contracts for parties but must enforce their terms as agreed. The case demonstrates the Zimbabwean courts' approach to contract interpretation and the standards of proof required in commercial disputes.