Online Reporter
Fidelis Munyoro
Chief Court Reporter
THE High Court has dismissed an application by two former employees seeking to hold the University of Zimbabwe liable for financial obligations arising from their employment with a university-affiliated trust.
In a judgment delivered last week, Justice Takuva ruled against applicants Gloria Mugauri and Enock Manyere, finding no legal justification to pierce the corporate veil of the Tropical Resources Ecology Programme Trust (TREP Trust).
“The extraordinary remedy of piercing the corporate veil cannot be granted in circumstances where there is no evidence of fraud, dishonesty, or other improper conduct,” Justice Takuva stated in his decision.
The court emphasised that the trust retained its own legal identity and that close institutional ties with the university were insufficient to hold the latter accountable for the trust’s debts.
The trust, established by the University of Zimbabwe in 2002, had employed Mugauri and Manyere before labour disputes arose. In earlier rulings, both a labour officer and the Labour Court concluded that the university was not a party to the applicants’ contracts. Despite an existing judgment against the trust for employment-related claims, the applicants sought court permission to recover damages from the university, alleging an inseparable operational link between the two entities.
The university argued that the trust was an independent legal entity managed by trustees and not owned by the university, a position the court upheld. Justice Takuva described the legal doctrine of corporate personality as “deeply embedded in law” and reiterated that piercing the veil was a rare remedy reserved for cases involving misuse of the corporate structure.“Proof of control, or even complete control, is not sufficient for lifting the corporate veil,” he said.
The rejected application also faced a procedural challenge from the university for not citing the trust’s individual trustees, although the court found that the non-joinder did not compromise the case.
Addressing another contention, Justice Takuva dismissed the university’s argument that the matter had prescribed, ruling that the application sought to enforce a recent judgment rather than revisit earlier claims.
The applicants argued that the university’s extensive involvement in the trust’s financing, governance, and oversight supported their case. They presented evidence that trustees included senior university officials, that the trust operated within university structures, and that employment-related correspondence carried the university’s letterhead.
However, the court found these factors insufficient to disregard the trust’s separate legal persona.“The remedy is not available merely to assist a litigant in enforcing a judgment where the primary debtor is unable to satisfy the award,” Justice Takuva said.
He said Mugauri and Manyere had not provided proof of impropriety or misuse of the corporate form necessary to hold the university responsible for the trust’s liabilities.
The court dismissed the application with costs, leaving Mugauri and Manyere to pursue recovery from the trust alone.
