Online Reporter
Fidelis Munyoro
Chief Court Reporter
AN acrimonious wrangle over control of Premix Concrete (Private) Limited took another twist after the High Court threw out an application seeking to jail three individuals for contempt of court.
Justice Rogers Manyangadze dismissed the application brought by Ropafadzo Sibusiso Chidawu and Premix Concrete (against Gilbert Marebe, Muchadeyi Ashton Masunda, Spiwe Chidawu and Broadway Investments.
In his ruling, Justice Manyangadze found that the applicants failed to prove deliberate defiance of earlier court orders.
At the centre of the dispute was a shareholders’ meeting held on 27 March 2024, where resolutions were passed removing Chidawu as a director, appointing Marebe as company secretary and facilitating the company’s re-registration under Zimbabwe’s new companies’ registry system.
The applicants argued that the meeting violated two existing High Court orders. One, granted in November 2022, barred Marebe from interfering with the affairs of Premix Concrete. The second was an interim order allegedly issued a day before the meeting, prohibiting it from taking place.
Justice Manyangadze found that neither allegation met the demanding legal standard required to establish contempt of court.
Addressing the earlier interdict, the judge rejected the applicants’ argument that Marebe’s attendance at the shareholders’ meeting automatically amounted to unlawful interference.
“It seems to me the applicant has adopted a simplistic approach,” Justice Manyangadze said.
The judge noted that while the applicants emphasised the words “in any manner whatsoever” contained in the 2022 order, they ignored the equally important word “interfering.”
“The proscribed conduct must interfere with the operations and affairs of the second applicant,” the judge said.
“The word entails impeding, obstructing, preventing or disrupting the operations of the second applicant.”
Justice Manyangadze observed that the original interdict had been obtained after allegations that Marebe had taken factory keys and prevented employees from accessing the plant, disrupting production.
By contrast, attending a shareholders’ meeting some 16 months later did not amount to the type of interference contemplated by the court order.
“It is difficult to envisage how the meeting complained of, at least on the part of the first respondent, constituted impediment or disruption of the operations of the second applicant to amount to interference,” the judge said.
The court further noted that Marebe attended the meeting as an administrative functionary rather than as a shareholder.
“It is the court’s considered view that the first respondent’s attendance at the meeting of 27 March 2024 cannot be said to constitute a deliberate, wilful and mala fide refusal to comply with the order in HCH 5196/22,” Justice Manyangadze ruled.
The applicants also relied on an interim order allegedly granted on March 26, 2024, stopping the shareholders’ meeting.
However, that argument unravelled after the court scrutinised the document produced at the meeting.
Justice Manyangadze noted that although the applicants claimed the order had already been granted, the copy shown to those attending lacked the official court stamp and other features ordinarily found on an authentic court order.
The respondents questioned its authenticity and proceeded with the meeting.
More significantly, the court record contained the same order bearing an official court stamp dated 2 April 2024—almost a week after the meeting had taken place.
“What is baffling is how the first applicant managed to obtain an unstamped copy of the court order which she brought to the meeting of 27 March 2024,” the judge observed.
“There is no explanation in the first applicant’s papers as to how this was achieved.”
Justice Manyangadze found there was no evidence that a duly issued court order had been personally served on the respondents before the meeting.
“In my view, the copy brought by the first applicant herself to the meeting cannot be a sufficient basis for imputing liability for contempt of court on the part of the respondents,” the judge said.
The court stressed that contempt proceedings carry potentially severe consequences, including imprisonment, making them quasi-criminal in nature.
“As seen in the cases cited, the evidentiary onus in contempt proceedings is a heavy one,” Justice Manyangadze said, adding that the alleged disobedience must be both “wilful and mala fide.”
Finding that the applicants had failed to satisfy those requirements, the court dismissed the application in its entirety.
“In the circumstances, the court is of the considered view that the facts of this matter do not meet the threshold for the granting of an order of contempt of court,” Justice Manyangadze concluded.
The applicants were ordered to pay the respondents’ costs.
