Online Reporter
Fidelis Munyoro
Chief Court Writer
THE High Court has rejected an application aimed at overturning a 2015 company director change form (CR14) filed with the Registrar of Companies, marking a decisive blow in the ongoing power struggle over control of the company.
Mr George Graham Warren Kileff, Peter Samuel Warren Kileff, and two family trusts alleged the CR14, which replaced them as directors of Retreat Farm (Private) Limited, was fraudulently filed without their knowledge or consent.
The Kileffs, through their lawyer Mr Trust Manjengwa, argued that they had never resigned as directors and that the appointments of Tendai Kandawasvika, Onias Gumbo and Tinashe Kandasvika—who were cited as respondents—were invalid.
But the respondents, who were being represented by Advocate Garikai Sithole, opposed the application, asserting that the Kileff’s brothers resigned in 2009 via a letter and that their appointments as directors were lawful.
They claimed the application was time-barred under the Prescription Act, that the applicants had no legal standing, and that the matter was riddled with material disputes of fact.
Justice Never Katiyo upheld the respondents’ preliminary objections, ruling the claim was prescribed, as the applicants knew or should have known of the changes by 2016 but initiated proceedings in 2023, far beyond the three-year prescription period.
He found that Graham Kileff First Family Trust and Graham Kileff Second Trust had no authority to bring the case through one Simon Burr, who lacked proof of authorisation to act on behalf of the family trusts.
The affidavit of Hazel Ellen Kileff, filed on behalf of the second applicant, was found inadmissible due to a lack of personal knowledge of the events.
The court determined there were material disputes of fact unsuitable for resolution on affidavit, including whether the applicants had resigned and whether the CR14 was fraudulent.
It found the applicants failed to rebut the respondents’ evidence, which included a 2009 resignation letter and records indicating their appointment was consistent with shareholding changes.
On the merits, the court concluded the applicants failed to prove fraud or irregularity in the CR14 filing.
The evidence supported the respondents’ claim that the applicants had resigned and ceded control of the company years earlier.
The application was dismissed, and costs were awarded against the applicants jointly and severally.
Bongani Ndlovu