Mliswa loses High Court bid over company directorship

FORMER Norton opposition legislator Temba Mliswa has lost a High Court bid to overturn his removal as a director of Muungwe Investment (Private) Limited, with the court ruling that the relief he sought had no practical legal significance.

Justice Jacob Manzunzu dismissed the application with costs, finding that Mliswa had failed to prove that the company's practice of appointing directors annually was unlawfully introduced.

Mliswa had accused Zanu PF politician Didymus Noel Mutasa, company secretary JSM Consulting (Private) Limited and other respondents of unlawfully removing him as a director and sought to have company records reflecting his departure declared invalid.

He alleged that he only discovered his removal after receiving Mutasa's notice of opposition in separate court proceedings under case number HCHC 42/24.

Mliswa accused the respondents of fraud over company records indicating that he had resigned, allegations they denied.

He sought an order nullifying his removal, invalidating a CR6 filed on February 9, 2021, and processed by the Companies Office on June 1, 2022, and confirming a 2017 CR14 listing him as a director as the correct company register.

However, the respondents argued that directors served one-year terms and were required to be reappointed at annual general meetings. They maintained that the application concerned only Mliswa's directorship in 2021 and would not establish his position in subsequent years.

Justice Manzunzu agreed that the court was being asked to determine an issue without practical consequences, given the scope of the relief sought.

"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 ruled.

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

The judge said the central issue was whether Muungwe Investment had an established practice of appointing directors annually, a factual question that had to be resolved to determine whether Mliswa had a continuing legal interest in the dispute.

He found that Mliswa had denied the respondents' account but failed to provide sufficient detail to challenge their evidence concerning the company's appointment practices.

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

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

The court further found 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 ruling does not amount to a finding that Mliswa's alleged removal was lawful or that the disputed company records were free from irregularities. Instead, the application failed because he did not establish that the declaration he sought would have practical legal significance.

The application was dismissed with costs.