Wild Goose Safaris (Pvt) Ltd v Sipho Mpofu and Others

Wild Goose Safaris (Pvt) Ltd brought an urgent chamber application seeking to stay execution of a default judgment granted on 7 May 2018 under case number HC 1017/12, pending finalization of an application for rescission of judgment. The application was filed by the company itself under the signature of its Managing Director, Phumulani Msipha, who also deposed to the founding affidavit. A company resolution purporting to authorize Msipha was signed only by Msipha himself in his capacity as Managing Director, with no certification by the company secretary. The application was opposed by the respondents who raised preliminary points regarding the propriety of the application.

• Whether a company can institute proceedings in the High Court without engaging a legal practitioner
• Whether a company resolution signed only by the deponent without the company secretary's certification is valid
• Whether the matter was properly urgent to warrant being heard as an urgent application

The application was dismissed with costs.

A company registered in terms of Zimbabwean law may not institute proceedings in the High Court without engaging the agency of a legal practitioner. The proviso to section 9(2) of the Legal Practitioners Act allowing directors or officers to act on behalf of a company only applies where authority is provided in the rules of court, which exists in the Magistrates' Court Rules but not in the High Court Rules. A company resolution purporting to authorize a director to act on behalf of the company is defective if signed only by that same director without certification by the company secretary. A subsequent notice of assumption of agency by legal practitioners does not cure the fundamental defect of an improperly instituted application.

The court observed that legal practitioners who certify certificates of urgency must apply their minds to the matter at hand. The court noted that urgency cannot be contrived merely by filing an application for rescission of judgment. The court emphasized that where no writ of execution has been issued and the threat of execution is imagined rather than real, urgency as contemplated by the rules is not established. The court commented that it is highly irregular for a deponent to the founding affidavit to act on behalf of a company based on authority deriving from a resolution signed by that same person.

This Zimbabwean High Court decision reinforces the strict procedural requirements for companies appearing before the High Court, emphasizing that companies must engage legal practitioners and cannot self-represent through directors or officers. It also confirms the importance of proper company resolutions and authentic urgency in urgent applications. While this is a Zimbabwean case, it demonstrates principles similar to South African law regarding legal representation of companies and procedural compliance.