The Trustees for the Time Being of Oliver Mandishona Chidawu Trust v Broadway Investments Private Limited

The appellant trust claimed to be the rightful shareholder of the respondent company, Broadway Investments (Pvt) Ltd, based on share transfers allegedly executed by the late Mr Oliver Mandishona Chidawu and his widow. The respondent company approached the High Court seeking a declaratur that the appellant was not its shareholder. The application was authorized by a resolution signed by Ms Ropafadzo Chidawu and Mr Thamusanqa Nhamoinesu, who purported to be directors. The High Court granted the declaratur, holding that the share register reflected "Chidawu Family Trust" as the shareholder, not the appellant, and that the appellant should have sought rectification of the register. Earlier judgments (HCH 307/22 and HH 668/23, confirmed by SC 16/24) had declared that the two individuals who authorized the litigation were not validly appointed directors.

• Whether proceedings before the High Court were validly instituted by persons with proper corporate authority
• Whether actions taken by persons who were not validly appointed directors constitute nullities
• Whether a court can entertain proceedings instituted without lawful corporate authorization

The appeal was allowed with costs. The judgment of the High Court (HH 427/24) was set aside and substituted with an order striking the matter off the roll with costs.

A company, being a separate legal persona, cannot be represented in legal proceedings by persons who have not been lawfully authorized to do so. Where proceedings are instituted pursuant to a resolution by persons who were never validly appointed as directors, such resolution is void ab initio and constitutes a nullity. Any proceedings founded upon such a nullity are themselves incurably bad and must be struck off the roll. A court cannot, by oversight or based on incomplete information, supply the missing element of corporate authority or breathe life into an otherwise invalid instrument. The principle that "you cannot put something on nothing and expect it to stay there" applies - every step taken in reliance on an invalid resolution is tainted and incapable of producing valid judicial outcomes.

The Court noted that the appellant had abandoned the first ground of appeal regarding notice to Ms Spiwe Chidawu. The Court also observed that once the foundational defect of lack of authority was established, it became unnecessary and improper to consider any other issues raised in the appeal, including the substantive question of whether the appellant was a shareholder based on the discrepancy between "Oliver Mandishona Chidawu Trust" and "Chidawu Family Trust" on the share register. The Court remarked that striking the matter off the roll simply returned the parties to the position they would have been in had the invalid application never been made.

This case reinforces fundamental principles of corporate law and civil procedure regarding corporate authority and nullities in Zimbabwean law. It emphasizes that companies can only act through properly authorized representatives and that proceedings instituted without lawful corporate authority are void ab initio and constitute incurable nullities. The judgment reaffirms that courts cannot validate or entertain proceedings based on resolutions passed by persons who lack the legal capacity to act on behalf of a company, regardless of whether this defect was apparent at the time of the initial hearing. This protects the integrity of corporate decision-making and ensures that judicial processes are not abused through unauthorized litigation.