Online Reporter
Fidelis Munyoro
Chief Court Reporter
TURNALL Holdings Limited has been ordered by the High Court to deliver building materials to Njanike Construction Company (Pvt) Ltd, trading as One Way Building Contractors, after a protracted legal battle over a 2018 contract.
Justice Joel Mambara ruled that Turnall breached its obligations and must supply the goods within seven days, rejecting the company’s defence, including claims of prescription and the impact of the country’s currency changes.
The dispute arose from an agreement in May 2018, where Njanike Construction paid a substantial deposit of US$135 167,40 for building materials, including asbestos sheets, ridges, and fascia boards. Delivery was to be made when Njanike’s construction project commenced.
Despite acknowledging receipt of payment, Turnall withheld delivery, citing economic disruptions and arguing that no binding contract had been perfected.
Justice Mambara quashed Turnall’s arguments, ruling that a valid contract was formed in 2018.
The judge stressed that the proforma invoice issued by Turnall constituted an offer, which Njanike accepted by making payment.
“The respondent’s issuance of a priced invoice coupled with instructions for payment indicated that acceptance could be signified by making the requested payment,” said Justice Mambara.
Turnall attempted to argue that the contract was not enforceable due to delays in construction, but the court held that the agreement explicitly allowed for delivery upon notification by Njanike.
Justice Mambara stated that the delay did not nullify the contract, as the suspensive condition— delivery upon request—was eventually met.
The company also claimed the contract had lapsed due to the three-year prescription period and the effects of Statutory Instrument 33 of 2019, which converted US$ obligations into RTGS dollars.
However, the court dismissed these defences, noting that Njanike’s claim only became due in 2025 when it demanded delivery, and that Turnall’s acknowledgment of the debt in 2022 interrupted prescription.
“The currency changes introduced by S.I. 33 of 2019 and S.I. 60 of 2024 do not extinguish the applicant’s contractual right to the materials. At most, they affect the medium of payment but not the obligation to deliver the agreed goods,” Justice Mambara ruled.
The judge further slammed Turnall’s reliance on economic hardships caused by currency devaluation, stating that these were ordinary commercial risks.
“The respondent willingly entered into the transaction, and subsequent economic difficulties do not make it inequitable to compel performance,” the court held.
Njanike argued that monetary damages would be inadequate due to hyperinflation and the erosion of Zimbabwe’s currency, leaving specific performance as the only meaningful remedy.
Justice Mambara agreed, drawing parallels to the 1974 “Sky Petroleum v VIP Petroleum” case, where courts upheld specific performance due to market shortages.
“The applicant cannot simply take its converted RTGS or Zimbabwe Gold Dollar payment and buy equivalent materials elsewhere on the market. Specific performance is apt in this scenario,” said the judge.
Turnall was ordered to deliver the materials, including 3,240 12-foot asbestos sheets and 1,800 fascia boards, to Njanike’s chosen address within seven days. The company must also bear the costs of the lawsuit.
Justice Mambara concluded by reaffirming the sanctity of contracts.
“Once a binding agreement exists, each party is in principle entitled to hold the other to the bargain,” said the judge, stressing that Turnall must fulfill its obligations despite the challenging economic conditions.
