Zhang Bin and Zhang Bin N.O v Jiang Shin Civil Explosive (Private) Limited and Others

The first applicant held 26.55% shareholding in the first respondent company, while her late husband Liu Dong held 73.45%. Liu Dong died on 23 April 2021 in a motor vehicle accident, and the first applicant was appointed curator bonis of his estate. The second, third and fourth respondents produced a sale of shares agreement dated 26 April 2021 purportedly signed by the deceased Liu Dong transferring his shares to them (51%, 12%, and 1% respectively). The first applicant challenged the authenticity of this agreement, alleging it was fraudulent because: (1) the second respondent was in China at the date of signature while the deceased and other parties were in Zimbabwe, making simultaneous signing impossible; (2) the transfer did not comply with the company's articles of association requiring shares to first be offered to existing members; (3) the estate was not involved in filing changes to company documents (CR6 and CR16). The first applicant filed action HC 166/22 seeking to declare the share sale invalid. Meanwhile, the third and fourth respondents were in pre-trial detention on charges of fraudulently acquiring shares and working illegally without work permits. The first applicant was denied access to the factory premises and sought urgent relief to preserve the company pending resolution of the main action.

• Whether the matter was urgent and properly brought on the urgent court roll
• Whether the first applicant had locus standi to bring the application both personally and as curator bonis of the deceased estate
• Whether a prima facie case was established for interim relief
• Whether the court should interfere in the internal management of a company
• Whether foreign nationals without work permits could lawfully manage and operate a Zimbabwean company
• What interim measures were appropriate to preserve the company's operations pending determination of the shareholding dispute

Provisional order granted with variations. The first applicant was authorized to manage and conduct day-to-day operations of the first respondent and maintain records of operations, assets, income and expenditure. All parties were prohibited from alienating, encumbering or disposing of shareholding pending determination of HC 166/22. The factory premises were to be kept secure by a security company engaged by the first applicant. The fifth respondent was ordered to prepare and file detailed accounts of operations within 96 hours, failing which the Registrar would appoint an accountant at the company's expense. Respondents were interdicted from preventing the first applicant's access to the premises, with the Sheriff and police authorized to enforce access if necessary.

The binding legal principles are: (1) Urgency in applications is determined by both time and circumstances, including the consequences of failure to act promptly; (2) Foreign nationals without work permits are disqualified from managing and operating companies in Zimbabwe, and courts will intervene to prevent such illegality regardless of general principles of non-interference in internal company affairs; (3) Under Rule 60(9) of the High Court Rules 2021, a provisional order must be granted (either as drafted or varied) where papers establish a prima facie case; (4) Where disputed shareholding prevents normal corporate governance mechanisms from functioning, and where some shareholders are acting illegally, the court may grant interim relief placing management with the only undisputed shareholder to preserve company operations pending final determination of the dispute; (5) Courts can use Rule 60(8) to require parties or other persons to provide information on oath to assist in resolution of urgent applications.

The court made several non-binding observations: (1) The dispute over service on the second respondent was "farcical" since he would have been aware of the proceedings through the directors' resolution; (2) The court suggested the parties should attempt to resolve their dispute through settlement, though this proved unsuccessful; (3) The court noted that the second respondent, allegedly holding 51% of shares (though disputed), did not oppose the application, leaving the third and fourth respondents in the minority; (4) The court commented that the third and fourth respondents "have not assisted the court" by opposing without suggesting alternative interim measures despite knowing they could not legally run the company; (5) The court observed that where a party opposes without suggesting variations to the draft order, "it should not complain when the court grants the relief as prayed for"; (6) The Magistrate Court proceedings referenced did not determine shareholding structure and would not have had jurisdiction to do so; (7) The court declined to rule definitively on whether the curator bonis had locus standi, stating this could be determined on the return date, though the court was "inclined to accept" that a curator bonis has real and substantial interest to protect estate affairs.

This case is significant for establishing that: (1) Urgency in applications is determined by both time and circumstances, not time alone; (2) Courts will intervene in the internal affairs of companies in exceptional circumstances, particularly where illegality is involved; (3) Foreign nationals without work permits cannot lawfully manage or run operations of companies in Zimbabwe, and courts cannot condone such illegality; (4) Where shareholding in a company is disputed and under criminal investigation, interim measures may be necessary to preserve company operations; (5) Rule 60(8) of the High Court Rules 2021 empowers judges to gather information directly to assist in resolution of urgent applications; (6) A curator bonis has locus standi to protect the interests of a deceased estate in company shareholding disputes. The case demonstrates the court's willingness to balance corporate governance principles with the need to prevent illegality and preserve assets pending resolution of substantive disputes.