Mliswa Loses High Court Bid Over Company Directorship

Former Norton legislator Temba Mliswa has lost a High Court application challenging his removal as a director of Muungwe Investment (Private) Limited, after the court ruled that the relief he sought would have no practical legal effect.

In dismissing the application with costs, Justice Jacob Manzunzu said Mliswa had failed to demonstrate that the company’s alleged practice of appointing directors for one-year terms was unlawfully introduced.

The judge found that the dispute concerned Mliswa’s directorship in 2021, while the company maintained that directors had to be reappointed annually. As a result, the declaration he sought would not establish his status as a director in subsequent years.

Mliswa had cited Zanu PF politician Didymus Noel Mutasa, company secretary JSM Consulting (Private) Limited and other parties in the case, accusing them of unlawfully removing him from the company’s directorship.

He also sought to have company records reflecting his departure declared invalid.

However, Justice Manzunzu ruled that the application sought to resolve an issue that no longer had practical significance.

“I agree with the first, third and fourth respondents that the court is being asked to decide abstract, academic or hypothetical questions which have no practical significance,” the judge said.

“That is not the spirit behind section 14 of the High Court Act. On that basis, the application must fail.”

The dispute arose from company records listing Mliswa as a director alongside Mutasa, Martin Mutasa and Mabel Dete, who subsequently resigned.

Mliswa said he only became aware of his removal after receiving Mutasa’s notice of opposition in separate proceedings under case number HCHC 42/24.

He accused the respondents of fraud over records allegedly indicating that he had resigned, but the respondents denied the allegations.

Among the orders he sought was a declaration that his removal was null and void. He also wanted the court to invalidate a CR6 document filed by the respondents on February 9, 2021, and processed by the Companies Office on June 1, 2022.

Additionally, he asked the court to recognise a 2017 CR14 document listing him as a director as the correct company record.

The respondents argued that directors served one-year terms and were required to seek reappointment at annual general meetings.

They maintained that even if the court ruled in Mliswa’s favour regarding his 2021 directorship, the decision would not establish his entitlement to remain a director in later years.

Justice Manzunzu said the central issue was whether Muungwe Investment had an established practice of appointing directors annually. That question was important in determining whether Mliswa had a continuing legal interest in the matter.

The judge noted that Mliswa had denied the respondents’ account but had not provided sufficient evidence to challenge their explanation of the company’s appointment procedures.

“In response, the applicant merely said he denied what is contained in paragraph 53 of the opposing affidavit without giving detail of the alleged custom and practice of annual appointments of directors,” Manzunzu said.

The court also observed that Mliswa had alleged that the fixed-term directorship arrangement was unlawfully introduced by Mutasa and JSM Consulting but had failed to demonstrate when or how this had happened.

“The applicant has not proved how and when the custom and practice was unlawfully introduced by first and third respondents which position remains unchallenged,” the judge said.

“He who alleges must prove. The applicant failed to prove his allegations.”

The court had earlier dismissed a preliminary objection that the matter was moot, noting that the dispute over annual appointments involved contested facts that could not be resolved at that stage.

However, after considering the merits, the judge concluded that Mliswa had failed to establish the direct and substantial interest required to obtain a declaratory order under section 14 of the High Court Act.

The provision empowers the High Court to determine existing, future or contingent rights at the request of an interested party, even where no further relief is sought.

The court emphasised that declaratory orders should not be used merely to settle hypothetical disputes or determine the rights of other parties without a practical legal purpose.

The ruling does not establish that Mliswa’s alleged removal was lawful, nor does it confirm that the disputed company records were free from irregularities. Instead, the application was dismissed because he failed to demonstrate that the declaration he sought would have a practical legal effect.

The application was dismissed with costs.