TN Gold-Arcturus Mine (Private) Limited v Zvanyadza Pari and Environmental Management Agency

The applicant, TN Gold-Arcturus Mine (Private) Limited, sought an urgent interdict against the first respondent, Zvanyadza Pari (owner/occupier of Jongwe Farm), and the second respondent, the Environmental Management Agency (EMA). The dispute centered on a mining claim called Esperanza 20 located on the first respondent's farm. The applicant sought to interdict the EMA from issuing an environmental impact assessment certificate to the first respondent, who was in possession and use of the disputed claim. The applicant alleged this would protect its rights and prevent financial prejudice. The second respondent did not oppose and indicated it would abide by the court's decision. The founding affidavit was deposed to by Shingirai Mwanza, who described himself as the mine manager and stated he was "duly authorized" to represent the applicant company, but provided no details of any board resolution or the nature of his authority.

• Whether a deponent to a founding affidavit representing a company must produce or plead details of a board resolution authorizing such representation
• Whether a mere assertion of authority to represent a company, without more, is sufficient to establish locus standi
• What constitutes adequate proof of authority when a natural person purports to represent a juristic person in legal proceedings
• Whether an application can stand when the deponent's authority to represent the applicant company has not been properly established

The application was struck off the roll with costs.

A deponent to a founding affidavit who purports to represent a company or other juristic person must do more than merely assert they are authorized to act for that entity. While production of the actual board resolution may not always be necessary, the deponent must plead the facts establishing authority, including details of the resolution such as when, where and by whom it was passed, and its nature and content. The grant of authority and the nature of that authority are facta probanda requiring proof by the person relying on it. A failure to establish authority on a balance of probabilities renders the founding affidavit invalid and results in no valid application being before the court. Employment in a position such as mine manager does not, as a matter of law or fact, confer authority to represent a company in legal proceedings absent a proper resolution.

The court respectfully disagreed with dicta in Tian Ze Tobacco Company (Pvt) Ltd v Muntuyedwa HH-626-15 to the extent it suggested that a sworn affidavit stating authority exists should be believed unless contrary evidence is produced. CHITAPI J noted that the mere fact an affidavit is sworn before a commissioner of oaths relates only to admissibility, not truthfulness, as many deponents swear to depositions that turn out to be false. The court observed it would be procedurally improper to place an evidential burden on the opposing party to disprove a bare assertion of authority, as this would amount to holding that a mere allegation of authority constitutes proof on a balance of probabilities. The court also commented that astute legal practitioners should ascertain authority before acting for a company, and there is no reason not to attach proof of authority if it has been provided to the legal practitioner.

This case provides important guidance on the requirements for establishing authority when a natural person represents a juristic person (particularly a company) in legal proceedings in Zimbabwe. It clarifies that while physical production of a board resolution may not always be fatal, a deponent must plead sufficient details of their authority including the nature of the resolution, when, where and by whom it was passed. The judgment reinforces the principle that applications stand or fall on their founding affidavits, and that bare assertions of authority are insufficient. It serves as a warning to legal practitioners to ensure proper proof of authority is obtained and pleaded when acting for corporate entities. The case also demonstrates the court's unwillingness to shift the burden of proof to respondents to disprove bare allegations of authority.