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Judgment

Judgment No. SC 08/26 Civil Appeal No. SC 264/24 10 REPORTABLE (08) IGNATIUS MORGEN CHIMINYA CHOMBO v MINISTER OF LANDS, FISHERIES, AGRICULTURE, WATER AND RURAL RESETTLEMENT (2) MARIAN CHOMBO SUPREME COURT OF ZIMBABWE BHUNU JA, CHIWESHE JA & MUSAKWA JA HARARE: 28 MARCH, 14 MAY & 9 JANUARY 2026 L. Madhuku, for the appellant T.S.T. Dzvetero, for the first respondent J. Dondo, for the second respondent MUSAKWA JA: This is an appeal against the judgment of the High Court (court a quo) wherein it dismissed the appellant’s application for a declaratory order in terms of s 14 of the High Court Act [Chapter 7:06]. The appellant had approached the court a quo seeking a declaration that the first respondent, the Minister of Lands, Agriculture, Fisheries, Water and Rural Resettlement, could only cancel a 99-year lease issued to him in terms of Clause 22.1 of the lease agreement. The court a quo, while accepting that the appellant had an interest in the matter, exercised its discretion against the grant of declaratory relief, holding that the lease had been cancelled in terms of Clause 20 and not Clause 22.1. BACKGROUND FACTS The appellant is a male adult and a beneficiary of the land reform program. The first respondent is the authority vested with power to control all agricultural land in Zimbabwe. The second appellant is the former wife of the appellant. On 14 November 2006, the appellant signed a 99-year lease agreement (hereinafter referred to as ‘the lease’) with the government of Zimbabwe (represented by the first respondent) in respect of Subdivision 1 of Allan Grange farm situated in the district of Zvimba in Mashonaland West Province measuring 3098.8100 hectares (hereinafter referred to as ‘the farm’). The farm is primarily used for agricultural purposes, although any other usage would be subject to the consent and approval of the first respondent. In March 2018, the appellant entered into a tripartite agreement with the first respondent and an investor called Pepary Investments (Pvt) Ltd. The agreement was premised on the projections that the investment needed a minimum of 10 years to break even. The agreement was renewable for another 10 years. On 21 June 2021, the first respondent wrote a letter to the appellant informing him of his intention to cancel the 99-year lease agreement. In that letter, the first respondent invited the appellant to make representations. On 13 August 2021, the appellant made representations persuading the first respondent not to execute his intention of cancelling the lease. Nonetheless, the first respondent proceeded to cancel the said agreement through a letter dated 21 September 2021. The appellant launched an application for a declaratur on 3 November 2021 in terms of s 14 of the High Court Act. In motivating his application for the declaratur, the appellant argued that in cancelling the lease agreement, the first respondent acted outside clause 22.1 of the lease agreement and that such cancellation was null and void. The appellant argued that a 99-year lease guarantees occupation for a long time and as such, empowers the lessee to plan and invest for longer periods. He further argued that in terms of s 17 of the Land Commission Act [Chapter 20:29], the government of Zimbabwe was enjoined to guarantee investment by giving uninterrupted 99-year lease agreements. Per contra, the first and second respondents took an almost similar position against the appellant’s application. On 16 November 2022, the first respondent was granted leave to file a supplementary affidavit. In that affidavit, certain preliminary points were raised. The first respondent’s first preliminary point was to the effect that there was material non-joinder of the second respondent. Initially, the second respondent was not a party to the proceedings before the court a quo. She was joined to the proceedings through the order of the court on 23 November 2022. Therefore, this preliminary point was abandoned. The first respondent’s second preliminary point was to the effect that the application had become moot in that it challenged the first respondent’s intention to cancel the lease, yet the lease was already cancelled. The first respondent argued that the application had become academic as the court a quo could no longer exercise its discretion. The third preliminary point was that the appellant had not exhausted all internal remedies. This point was not pursued. The fourth preliminary point was to the effect that the application was premature. In this regard, the first respondent argued that the appellant ought to have waited for the first respondent’s reply to his representations. The first respondent further raised a preliminary objection to the effect that the matter was lis alibi pendens. On the merits, the first respondent argued that the appellant was not the only interested party. He further argued that the government of Zimbabwe retains the right to repossess the farm in terms of clause 20. He further argued that the repossession was aimed at giving the second respondent her undivided share as the ex-spouse of the appellant. He argued that the second respondent was entitled to the share since she was a co-lessee. On the other hand, the second respondent argued that the appellant had no real and substantial interest in the matter. She contended that the appellant was not the sole lessee as she was a co-lessee, and she was entitled to a share of the farm. In response to the preliminary points, the appellant argued that the matter was not moot. He contended that the cancellation actually made the application more relevant and as such, the court ought to exercise its discretion. On the merits, the appellant argued that the property sharing between him and his ex-wife was governed by an extant order and such order had nothing to do with the farm. He argued that the second respondent had no undivided equal share in the farm. The court a quo found that a matter becomes moot if new developments terminate the controversy between the parties. The court a quo found that the cancellation of the lease did not terminate the controversy between the parties. The court a quo noted that even in the circumstances where the matter has become moot, the court still retains the discretion to hear the matter. The court held that it was in the interest of justice to hear the appellant’s application regardless of the cancellation of the lease. The court a quo dismissed the preliminary objection on mootness. The court a quo did not engage the preliminary point on exhaustion of internal remedies because it was not pursued. With regards whether or not the application was premature, the court a quo noted that the first respondent had inordinately delayed responding to the appellant’s representations. The court a quo noted that the appellant had even written a follow up letter on 26 October 2022 whose contents were never acknowledged or addressed. As regards the preliminary point on lis alibi pendens the court a quo noted that the first respondent failed to satisfy all its requirements. It noted that although the application for review and a declaratur are closely related, they were not the same. The court dismissed the preliminary point. On the merits, the court a quo found that there were two issues for determination arising from the contentions between the parties, namely: Whether the applicant had an interest in an existing, future or contingent right. Whether it was appropriate to exercise the court’s jurisdiction in favour of making a declaratory order sought. In respect of the first issue, the court a quo found that the appellant was an interested party despite the non-joinder of Pepary Investments (Pvt) Ltd. The court a quo further found that even though the appellant was not the only lessee, he still had substantial interest in the matter and as such, he was entitled to seek relief in terms of s 14 of the High Court Act. In respect of the second issue, the court a quo found that the first respondent cancelled the lease agreement in terms of clause 20 of the lease agreement and not clause 22.1 of the lease agreement. Consequently, the court a quo dismissed the application with costs and reasoned that its discretion favoured dismissal instead of granting the same. Dissatisfied with the determination of the court a quo, the appellant noted an appeal to this Court on the following grounds of appeal: GROUNDS OF APPEAL “1. The court a quo grossly misdirected itself and erred in law in that at the stage of determining whether it was appropriate to exercise its discretion in favour of a declaratory order, it went outside the scope of s 14 of the High Court [Chapter 7:06] by abandoning the issue of a declaratory and instead undertaking a frolic of its own of resolving the whole case on the basis of making an irrelevant factual finding that the first respondent had not acted under clause 22.1, but clause 20 of the lease agreement. 2. The court a quo improperly exercised its discretion in refusing to grant the declaratory orders sought in that it based this refusal, inter alia, on the finding that the lease agreement in casu could be cancelled outside its clause 22.1 yet that finding is irrational in that it is so outrageous in its defiance of logic or common sense that no reasonable court applying its mind to the text and context of the aforesaid lease agreement, could ever have reached such a conclusion. (sic) The court a quo improperly exercised its discretion in refusing to grant the declaratory orders sought in that it based this refusal, inter alia, on the finding that clause 20 of the lease agreement in casu was the basis of the purported cancellation of the lease agreement by the first respondent yet that finding is irrational in that it is so outrageous in its defiance of logic or common sense that no reasonable court applying its mind to the facts, could ever have reached such a conclusion. In not finding that clauses 5.1 and 6.1 of the tripartite agreement in casu, as read with s 17 of the Land Commission Act [Chapter 20:29] meant that for a period of twenty years from 14 March 2018, the government of Zimbabwe (represented by the second respondent herein) irrevocably waived any right it might have had to cancel the 99-year lease in favour of the appellant, the court improperly exercised its discretion refusing to grant the declaratory orders as not so finding was grossly irrational. (sic)” RELIEF SOUGHT WHEREFORE appellant prays as follows: The appeal succeeds with costs to be borne by the first respondent.That the whole judgment of the court a quo is set aside and in its place the following is substituted: “The application be and is hereby granted. Accordingly, the following orders are made: That it be and is hereby declared that clause 22.1 of the ninety-nine (99) year lease agreement between the applicant and the Government of Zimbabwe (which lease agreement is attached to the application as Annexure 1) provides the only circumstances in which the second respondent may cancel the aforesaid 99-year lease.That the reasons given by the second respondent for the intended cancellation of the applicant’s 99-year lease in respect of subdivision 1 of Allan Grange farm in the district of Zvimba in Mashonaland West, are outside the scope of clause 22.1 of the lease agreement in Annexure 1 and are declared illegal and null and void.That it be declared that the second respondent has no powers whatsoever to cancel the 99-year lease in favour of the applicant in respect subdivision 1 of Allan Grange farm in the district of Zvimba in Mashonaland West (which lease agreement is attached to the application as Annexure 1) outside the provisions of clause 22.1 of the lease agreement.That it be declared, in any event, that by virtue of clause 5.1 and 6.1 of the tripartite agreement attached to this application as Annexure 2 as read with s 17 of the Land Commission Act [Chapter 20:09], for a period of twenty years from 14 March, 2018, the Government of Zimbabwe (represented by the second respondent herein) irrevocably waived any right it might have had to cancel the 99-year lease in favour of the applicant in respect subdivision 1 of Allan Grange farm in the district of Zvimba in Mashonaland West.For the avoidance of doubt, it be and is hereby declared that the order in para 4 above means for the twenty-year period beginning on 14 March, 2018, the second respondent can neither cancel the lease in respect of, nor in any way subdivide, the farm known as subdivision 1 of Allan Grange farm in the district of Zvimba in Mashonaland West.The second respondent shall bear the costs of this application on a legal practitioner and client scale.” THE APPELLANT SUBMISSIONS ON APPEAL Apart from abiding by heads of argument filed, Mr Madhuku, counsel for the appellant made the following submissions: The appeal raises the issue whether a 99-year lease could be cancelled outside the provisions of clause 22.1 of the lease. The court a quo ignored clause 22 and determined the matter on the basis of clause 20. The Minister may repossess the farm in terms of clause 20 (no fault clause). The clause entails that administrative considerations be followed under the Land Acquisition Act. Clause 21 gives the lessee the right to terminate the lease. Clause 20 (fault based) allows the Minister to cancel the lease but he must comply with provisions of the clause.Mr Madhuku further submitted that a tripartite agreement was entered into with an investor. Such an agreement waives the power of the State to cancel the lease. There is a good reason why the government would enter into a tripartite agreement. There would be no value in such an agreement if its effect is not to waive the Minister’s rights to interfere with the lease. Investors are more willing to lend money where there is government involvement. THE RESPONDENT’S SUBMISSIONS ON APPEAL Per contra, Mr Dzvetero, counsel for the first respondent, submitted that the court a quo did not err in its decision. Counsel made the following arguments: The court a quo rightfully exercised its discretion in dismissing the appellant's application for a declaratur. The first respondent did not waive its right to terminate the 99-year lease agreement through the tripartite agreement. Thus, the first respondent cancelled the agreement in terms of clause 20 of the lease agreement to reallocate the farm in question to other residents of the farm. The termination was in tandem with public policy, as intimated in clause 20 of the lease agreement. Clause 16.2 of the tripartite agreement protected the parties' rights. If the appeal succeeds, the Court may remit the matter to the court a quo for a hearing de novo. This is because the arguments by the parties before the court a quo did not relate to the tripartite agreement. Counsel wound up by seeking a postponement in order for the parties to further engage. This was in light of the appellant's submission that the appeal may be allowed in terms of paras 4 and 5 of the relief sought. On the other hand, Mr Dondo, counsel for the second respondent, submitted as follows: The appellant's first to third grounds of appeal were an attack on the decision of the court a quo with regards to its exercise of discretion. This Court cannot lightly interfere with a discretionary order, as there is no evidence of irrationality in the way that the court a quo exercised its discretion. There was no waiver of the right to cancel the agreement. Waiver ought to be specifically proven by a litigant and as such, the appellant ought to prove that indeed the first respondent waived the right to terminate the lease agreement in terms of the tripartite agreement. In reply to submissions made by counsel for respondents, Mr Madhuku submitted that the second respondent was never awarded a share of the farm. Rather, it was the value of the parties’ rights which were to be distributed equitably. The parties never went back to the High Court in respect of their respective rights to the farm. Mr Madhuku submitted that the government lost its rights to repossess the farm when it signed the tripartite agreement. He further submitted that the Court can set aside the judgment of the court a quo and substitute it with a declaratory order in respect of the tripartite agreement. Finally, he submitted that paras (iv) and (v) of the relief sought may be granted without the need to determine the issue of cancellation of lease. ISSUES FOR DETERMINATION In the court’s view, the following issues arise for determination: Whether or not the court a quo erred in law by resolving the application for a declaratory order through a factual finding that the lease was cancelled under clause 20 instead of clause 22.1, thereby going beyond the scope of s 14 of the High Court Act Whether or not the court a quo erred in finding that clause 20 of the lease agreement provided a lawful basis for the cancellation of the 99-year lease.Whether or not the court a quo erred in failing to find that, by virtue of clauses 5.1 and 6.1 of the tripartite agreement as read with s 17 of the Land Commission Act the Government irrevocably waived any right to cancel the lease for 20 years from 14 March 2018. APPLICATION Whether or not the court a quo erred in law by resolving the application for a declaratory order through a factual finding that the lease was cancelled under clause 20 instead of clause 22.1, thereby going beyond the scope of s 14 of the High Court Act and misinterpreting the lease agreement In dealing with an application for a declaratory order under s 14 of the High Court Act, the court a quo was required to approach the matter in two stages: Whether the appellant had a direct and substantial interest in an existing, future, or contingent right, andWhether it was appropriate, as a matter of discretion, to grant the declaratory relief sought. It is a common cause that the court a quo correctly determined the first leg that the appellant had the requisite legal interest to bring the application. The lease agreement conferred a bundle of rights on the appellant, including security of tenure for 99 years, rights he had acted upon by entering a 20-year investment agreement with a private investor (Pepary Investments), a clear signal of reliance on the longevity and stability of the lease. His legal interest, thus, was both substantial and live. The High Court, having found that the appellant had a substantial legal interest in the lease, was required to confine itself to the scope of declaratory relief under s 14 of the High Court Act. Instead, the court strayed from its judicial mandate by making conclusive factual and legal findings on the validity of the lease’s cancellation, an inquiry suited for a review, and not a declaratory application. 18. With respect to the grant of a declaratory order, in Johnsen v AFC 1995 (1) ZLR 65 (S) at 72 E-F, the court said the following: “The condition precedent to the grant of a declaratory order under s 14 of the High Court of Zimbabwe Act 1981 is that the applicant must be an "interested person", in the sense of having a direct and substantial interest in the subject matter of the suit which could be prejudicially affected by the judgment of the court. The interest must concern an existing, future or contingent right. The court will not decide abstract, academic or hypothetical questions unrelated thereto. But the presence of an actual dispute or controversy between the parties interested is not a prerequisite to the exercise of F jurisdiction. See Ex p Chief Immigration Officer 1993 (1) ZLR 122 (S) at 129 F-G; 1994 (1) SA 370 (ZS) at 376G-H; Munn Publishing (Pvt) Ltd v ZBC 1994 (1) ZLR 337(S) and the cases cited.” The above position was earlier pronounced by the Court in Munn Publishing (Pvt) Ltd v ZBC 1994 (1) ZLR 337 (S) at 343-344 where Gubbay CJ (as he then was) held that: “The condition precedent to the grant of a declaratory order is that the applicant must be an interested person, in the sense of having a direct and substantial interest in the subject matter of the suit which could be prejudicially affected by the judgment of the court. See United Watch & Diamond Co (Pty) Ltd & Ors v Disa Hotels Ltd & Anor 1972 (4) SA 409(C) at 415 in fine, Milani & Anor v South African Medical & Dental Council & Anor 1990 (1) SA 899 (T) at 902 G-H. The interest must relate to an existing future or contingent right. The court will not decide abstract, academic or hypothetical questions unrelated to such interest. See Anglo-Transval Collieries Ltd v SA Mutual Life Assuarance 50e 1997 (3) SA 631 (T) at 635 G-H. But the existence of an actual dispute between persons interested is not a statutory requirement to an exercise by the court of jurisdiction. See Exp: NELL 1963 (1) SA 754 (A) at 759 (H) 760 A. Nor does the availability of another remedy render the grant of a declaratory order incompetent. See Geloon Investments (Pvt) Ltd v Adair Properties (Pvt) Ltd 1969(2) RLR 120 (G) at 128A-B; 1969 (3) SA 142 (R) at 144 D-F.” Once the court a quo satisfied itself on the first limb, it should have restricted itself to deciding whether a declaration could be made clarifying that the lease could only be cancelled in terms of clause 22.1. The court a quo, however, went further and effectively made a factual and legal determination that the lease had been cancelled validly in terms of clause 20. This was a clear misdirection where the relief sought requires a determination of the legality or procedural propriety of administrative action. That is a matter properly falling under review, not a declaratur. The court a quo, therefore, improperly assumed a review jurisdiction under the guise of exercising discretion in relation to a declaratur. Furthermore, the court a quo’s reliance on clause 20 as a basis for cancellation violated well-established principles of contractual interpretation. Clause 22.1 of the 99-year lease agreement specifically provides for cancellation with enumerated grounds such as breach, insolvency, or failure to pay rentals. Clause 20, by contrast, concerns repossession of land for public purposes (for example defence, public safety), and makes no reference to lease termination. The express language of the contract must be given effect unless it leads to an absurdity. Courts are not at liberty to stretch or rewrite contracts. To treat clause 20 as a catch-all power of cancellation amounts to rewriting the contract. It also subverts the certainty of tenure that 99-year leases are meant to secure. The court a quo thus rendered the carefully negotiated provisions of clause 22.1 meaningless. The misapplication of these clauses also ignored critical factual context. The appellant had, under the strength of the lease, entered into a tripartite investment agreement with Pepary Investments (Pvt) Ltd, with a projected 10-year break-even period and a renewable 20-year tenure. That agreement depended on the stability of the 99-year lease. This is where the provisions of s 17 of the Land Commission Act come into sharp focus. They require that land administration promote security of tenure and investment protection principles that the government must uphold. The court a quo’s decision effectively sanctioned an abrupt cancellation that destabilised a long-term investment. Security of tenure is critical to land investment and development. Where government has committed itself to long-term leases, it is bound by that undertaking unless cancelled lawfully. The lease cancellation disrupted such tenure without adherence to the grounds set out in the lease. The court a quo’s failure to evaluate the impact on investment is a further indicator of misdirection. Additionally, the court a quo gave significant weight to the argument that the second respondent was a co-lessee with entitlement to the land. However, the court a quo failed to appreciate that the property rights arising from the matrimonial dispute in respect of the farm were not pursued by the appellant and the second respondent. This Court in SC 41/18, pursuant to an appeal by the second respondent remitted the matter to the court a quo for determination of the parties’ interests in the farm and to equitably distribute the value. No distribution has taken place. By reallocating part of the land to the ex-wife, the Minister acted in breach of the principle of privity of contract. The doctrine of privity of contract restricts the enforcement of contractual rights and remedies to contracting parties, to the exclusion of the third parties. This was held in the case of Zengwe & Anor v Shanu & Anor HH 180/17 as follows: “The doctrine of privity of contract provided that contractual remedies are enforceable, only by or against parties to a contract and not third parties, since contracts creates personal rights. Third parties cannot sue even if they would be benefitted by the performance of the contract.” The courts should interpret contracts according to the terms agreed by the parties. Thus, a third party cannot intervene and alter the terms thereof. It is the court’s duty to enforce what parties agreed to. This was also stated by Innocent Maja in his book, The Law of Contract in Zimbabwe at p 24 he wrote the following: “Sanctity of contract provides that once a contract is entered into freely and voluntarily, it becomes sacrosanct and courts should enforce it.” A contract cannot be varied or interfered with by third parties not privy to it, even if they claim a beneficial interest, unless permitted by law. The first respondent’s unilateral action without judicial sanction and prior to final property division was not only procedurally irregular, but legally void. It also confirmed that the purported cancellation was done not under any genuine public interest grounds under clause 20, but under mistaken reliance on the appellant’s divorce proceedings as a basis for reallocating land, a matter which remained sub judice. The so-called offer letter issued to the second respondent following this cancellation was, in light of the unresolved divorce litigation, legally premature. This action exemplified executive overreach into judicial terrain, undermining both contract and due process. The final error in the court a quo’s reasoning was its failure to engage with the serious economic and contractual consequences of the cancellation. The tripartite agreement was legally binding. The invalidation of the lease through the improper invocation of clause 20, mid-way through the performance of that contract, exposed both the appellant and the investor to major commercial loss. No meaningful judicial scrutiny was applied to this economic impact. In light of the above, the appeal clearly has merit. The court a quo misdirected itself by overstepping the scope of s 14 and grounding its discretionary refusal on factually and legally flawed premises. The matter ought to have been resolved strictly on whether the appellant had a legal interest that required protection and whether a declaratur would clarify that right and on both counts, the answer was in the affirmative. Whether or not the court a quo erred in finding that clause 20 of the lease agreement provided a lawful basis for the cancellation of the 99-year lease. The court a quo found that the first respondent lawfully cancelled the appellant’s lease under clause 20 of the lease agreement. Clause 20 of the lease agreement provides as follows: “The lessor may, at any time and in such manner and under such conditions as it may deem fit, repossess the leasehold or any portion thereon is reasonably necessary in the interests of defence, public safety, public order, public morality, public health, town and country planning or the utilization of that or any other property for a purpose beneficial to the public generally or to a section of the public.” Clause 22.1 which the appellant argues is the correct clause the first respondent relied on provides as follows: “Notwithstanding clause 3.1, the lessee may terminate this lease by giving not less than three months’ written notice to the lessor.” The letter setting out the first respondent’s intention to cancel the appellant’s lease set out the reason(s) for cancellation of the lease. It stated inter alia that the lease was to be cancelled in order to: Accommodate other occupants who were at the farm. Give the second respondent her undivided share of the farm. Reduce the appellant’s share in the farm. This finding was irrational in law, erroneous in interpretation, and unsupported by the factual record. Clause 20 of the lease provides the Minister with a limited right of repossession for certain public interest purposes namely, “defence, public safety, public order, public morality, public health, town and country planning or the development or utilization of that land for a purpose beneficial to the public.” The clause makes no reference whatsoever to cancellation of the lease, nor does it authorise the termination of the lease itself. It merely allows re-entry or repossession of land for specific public functions. In contrast, clause 22.1 clearly governs the termination of the lease, stipulating detailed procedures and grounds such as default in payment of rentals, breach of the lease, insolvency of the lessee, or failure to cultivate the land. These provisions incorporate principles of natural justice, requiring notice and opportunity to be heard. The court a quo erred by conflating repossession under clause 20 with cancellation under clause 22.1, effectively granting the Minister a broader power than he was contractually or legally entitled to exercise. The court must give effect to the plain language of a contract. It is not the function of the court to confer upon words meanings they do not bear merely because one party now wishes to achieve a different result. The rule is to the effect that where the language used in the statute is plain and unambiguous, it should be given its ordinary meaning unless doing so would lead to some absurdity or inconsistency with intention of the legislature. A provision of a statute should be given a meaning which is consistent with the context in which it is found. This position was laid down in Chegutu Municipality v Manyora 1996 (1) ZLR 262 (S) at 264 D-E, where McNally JA said “There is no magic about interpretation. Words must be taken in their context. The grammatical and ordinary sense of the words is to be adhered to as said in Grey v Pearson (1957) 10 ER 1216 at 1234, 'unless that would lead to some absurdity, or some repugnance or inconsistency with the rest of the instrument in which case the grammatical and ordinary sense of the words may be modified so as to avoid that absurdity and inconsistency, but no further.” The same principles were expressed by this Court in Endeavour Foundation & Anor v Commissioner of Taxes 1995 (1) ZLR 339 (S) at p 356 F-G where Gubbay CJ said: “The general principle of interpretation is that the ordinary, plain, literal meaning of the word expression, that is as popularly understood, is to be adopted, unless that meaning is at variance with the intention of the legislature as shown by the context, or such other indicia as the court is justified in taking into account, or creates an anomaly or otherwise produces an irrational result. See Stellenbosch Farmers’ Winery Ltd v Distillers’ Corp (SA) Ltd & Anor 1962 (1) SA 458 (A) at 476 E-F” The circumstances in which the court may depart from the golden rule of interpretation were authoritatively laid down by Innes CJ in Venter v R 1097 TS 910 in the following terms: “It appears to me that the principle we should adopt maybe expressed somewhat in this way when to give the plain words of the statute their ordinary meaning would lead to absurdity so glaring that it could never have been contemplated by the legislature, where it would lead to a result contrary to the intention of the Legislature, as shown by the context or by such other considerations as the court is justified in taking into account, the court may depart from the ordinary effect of the words to the extent necessary to remove the absurdity and give effect to the true intention of the legislature.” In light of the above, Clause 20 cannot be interpreted as empowering lease termination simply because it refers to public purposes. If the Minister’s intention was to cancel the lease based on the ex-wife’s interest in the land, or due to land redistribution considerations, then clause 22.1 remained the only lawful route. That clause includes requirements of breach and notice, neither of which were complied with here. Further, even if clause 20 did grant a form of repossession, it is trite that any interference with vested contractual rights must conform to the principles of legality, reasonableness, and procedural fairness. Even where the land is state-owned, cancellation or repossession must follow the procedure laid down by law or contract. Executive fiat does not override agreed terms. In the present case, the lease had not expired, nor had the appellant breached its terms. Instead, the evidence shows the appellant had not only complied with the lease obligations but had entered into a long-term joint venture with a third-party investor (Pepary Investments), premised on the security of a 99-year lease. The cancellation interrupted a development project that required at least 10 years to break even. These were not circumstances justifying a clause 20 intervention much less cancellation. The Minister’s assertion that the cancellation was effected under clause 20 in order to accommodate the ex-wife’s share in the land is also legally untenable. The doctrine of privity of contract dictates that the lease as between the appellant and the government could not be cancelled or varied at the instance of or for the benefit of a third party without proper legal process. A contract cannot be varied or interfered with by third parties not privy to it, even if they claim a beneficial interest, unless permitted by law. The second respondent’s rights, if any, were subject to judicial determination. As stated previously, the Supreme Court had remitted the matrimonial property matter to the High Court, and no order had been issued allocating the farm to her. The Minister’s decision to “downsize” the land and issue a new offer letter in favour of the ex-wife was not only legally premature but procedurally improper. This Ministerial conduct amounts to executive interference in pending litigation and an attempt to predetermine a court outcome; an affront to the principle of separation of powers. It also further undermines any claim that clause 20 could be invoked in good faith. Moreover, the cancellation of the lease in these circumstances violates the purpose of s 17 of the Land Commission Act, which compels the State to guarantee land tenure and promote investment. By cancelling a 99-year lease which had formed the bedrock for a 20-year development plan without lawful cause or process, the first respondent violated both the letter and intent of the statute. The irrationality of the cancellation is further compounded by the absence of any public interest purpose as contemplated under clause 20. The purported objective of reallocating land to the second respondent is not a “public” interest; it is a private dispute between former spouses, subject to the resolution of matrimonial property rights by the courts. The Minister’s interference was not only premature but unlawful. As the High Court emphasized, the Government is strictly bound by the terms of a 99-year lease and may only cancel it in accordance with the express provisions of the agreement. Clause 22.1 of the lease agreement specifically provides for the circumstances under which the Government may lawfully cancel the lease. Any purported cancellation outside those circumstances is invalid. The attempt by the second respondent to cancel the applicant’s lease therefore falls foul of this clause and is null and void. The court a quo’s endorsement of the clause 20 justification was therefore not just erroneous, but irrational. There is no logical or lawful interpretation of clause 20 that permits outright cancellation, especially in pursuit of a private and unsettled divorce-related claim. The finding of the court a quo that clause 20 served as a lawful basis for the cancellation was an error of law and fact. Therefore, the court a quo erred in law by upholding a cancellation based on clause 20, which does not empower lease termination, but only limited repossession for specified public purposes. The reliance on clause 20 in the absence of lawful cause, due process, or any breach by the appellant was irrational and in defiance of both the lease agreement and governing legal principles. Whether or not the court a quo erred in failing to find that, by virtue of clauses 5.1 and 6.1 of the tripartite agreement read with s 17 of the Land Commission Act the Government of Zimbabwe irrevocably waived any right it might have had to cancel the 99-year lease for a period of 20 years from 14 March 2018. The appellant contends that, having entered into a tripartite agreement involving the first respondent, himself, and a private investor (Pepary Investments (Pvt) Ltd), the government bound itself to a commitment that went beyond ordinary lease terms. The structure of the agreement, particularly clauses 5.1 and 6.1, was intended to give effect to a 20-year investment tenure with a 10-year break-even point, thereby inducing confidence in tenure stability and protection of commercial interests. Clause 5.1 required the appellant and Pepary to develop the farm over an extended period, while clause 6.1 imposed obligations on the government to ensure peaceful and undisturbed occupation and usage of the land. These obligations clearly contemplated continued occupation by the appellant for a minimum of 20 years. The underlying rationale was that any abrupt disturbance or cancellation would frustrate not only the lease but also the investment venture, a result fundamentally at odds with the spirit of both the tripartite agreement and the lease framework. In such a context, the cancellation of the lease without reference to the obligations outlined in the tripartite agreement amounted to a breach of the principle of pacta sunt servanda, and more specifically, a violation of the doctrine of waiver or estoppel. See, Book v Davison 1988 (1) ZLR 365 (S). Patel JA (as he then was) in the case of Magodora & Ors v Care International Zimbabwe 2014 (1) ZLR 397 (S) at 403 C-D held that: “In principle, it is not open to the courts to rewrite a contract entered into between the parties or to excuse any of them from the consequences of the contract that they have freely and voluntarily accepted, even if they are shown to be onerous or oppressive. This is so as a matter of public policy.” Further in Roffey v Catherall, Edwards & Goudre (Pty) Ltd 1977 (4) SA 494 (N) at 504-505 G-H, it was held that; “If there is one thing which more than another public policy requires, it is that men of full age and competent understanding shall have the utmost liberty of contracting and that their contracts when entered into freely and voluntarily shall be held sacred and shall be enforced by courts of justice. Therefore, you have this paramount public policy to consider that you are not lightly to interfere with this freedom of contract.” Where a party to a contract undertakes not to exercise a right, either expressly or impliedly, for a defined period, that party is estopped from acting inconsistently with that undertaking to the detriment of others who have relied upon it. The doctrine of estoppel exists to prevent injustice where one party, having made a representation which induces reliance, then seeks to act inconsistently to the detriment of the other. The essence of the doctrine of estoppel by representation is that a person is precluded, i.e. estopped, from denying the truth of a representation previously made. In this case, the appellant and the investor structured and commenced a long-term agricultural project in reliance on the State’s express commitment to uninterrupted tenure. The State, being a party to the tripartite contract, undertook through implication and operation of law that it would not invoke cancellation rights if any before the lapse of the investment horizon. Even if clause 22.1 technically survived the agreement, the conduct of the State represented an unequivocal waiver of the immediate right to cancel. In Agro Chem Dealers (Pvt) Ltd v Stanley Gomo & City of Harare 2009 (1) ZLR 255 (H) and at 265 A, the court cautioned that: “According to Christie-The Law of Contract 3 ed p 488 there is a presumption against waiver of contractual rights even in some cases strongly suggesting the same. Thus, there is a heavy evidentiary burden on the party alleging waiver to establish the same on a balance of probabilities.” That evidentiary burden is met in this case by the clear terms of clauses 5.1 and 6.1, the long-term performance of the venture, and the statutory reinforcement provided by s 17 of the Land Commission Act. S 17 of the Land Commission Act obliges the government, in the administration of agricultural land to ensure that the land tenure system promotes investment and long-term planning. A 99-year lease is, in itself, a legislative and contractual device designed to promote land-based investment security. Where the government enters into a tripartite investment-specific arrangement that further entrenches this objective, any premature disruption of tenure not only breaches contract, but undermines the very purpose of the land tenure reforms. Comparative jurisprudence is instructive: waiver is described as “the intentional abandonment of a known right, relying on conduct from which such intention can be inferred. In Aris Enterprises (Finance) (Pty) Ltd v Protea Assurance Co Ltd 1981 (3) SA 274 (A) at 291 E-F, the court held that: “The essence of the doctrine of estoppel by representation is that a person is precluded, i.e. estopped, from denying the truth of a representation previously made by him to another person if the latter, believing in the truth of the representation, acted thereon to his prejudice (see Joubert The Law of South Africa vol 9 para 367 and the authorities there cited). The representation may be made in words, i.e expressly, or it may be made by conduct, including silence or inaction, i.e tacitly (Ibid para 371); and in general it must relate to an existing fact (Ibid para 372).” See also Grosvenor Motors (Potchefstroom) Ltd v Douglas 1956 (3) SA 420 (A) at 427G; Johaadien v Stanley Porter (Paarl) (Pty) Ltd 1970 (1) SA 394 (A). Contracts forming part of the same transaction must be read together in order to determine the rights and obligations of the parties in their full commercial context. The South African Supreme Court of Appeal in KPMG Chartered Accountants (SA) v Securefin Ltd 2009 (4) SA 399 (SCA) at para 39 confirmed this approach, holding that ‘context is everything’ and that contracts must be interpreted in light of their factual matrix, not in isolation. The court held that : “First, the integration (or parol evidence) rule remains part of our law… interpretation is a matter of law and not of fact and, accordingly, interpretation is a matter for the court and not for witnesses… To the extent that evidence may be admissible to contextualize the document (since ‘context is everything’) to establish its factual matrix or purpose or for purposes of identification, ‘one must use it as conservatively as possible’… The terms ‘context’ or ‘factual matrix’ ought to suffice.” The court a quo not only failed to read the tripartite agreement in tandem with the lease, but also neglected to consider how the State’s own conduct had created legitimate expectation. This expectation that the lease would not be disrupted during the lifespan of the venture was not an abstract presumption; it was rooted in a binding agreement and sanctioned by statutory obligations. Furthermore, no breach of the lease or the tripartite agreement was alleged or proven against the appellant. The investor, Pepary, was not cited as a party to the proceedings, nor was it alleged that the venture had failed or defaulted. On the contrary, the record shows continued performance. The cancellation was therefore not based on any contractual violation but on the Minister's misapplication of clause 20 which, as shown in the previous issue, could not lawfully ground cancellation. It follows that the government’s conduct was not only unlawful vis-à-vis the lease, but also contrary to its express and implied obligations under the tripartite agreement. This renders the cancellation irrational and ultra vires the spirit of the investment policy articulated in s 17. DISPOSITION The court a quo erred by failing to consider the legal effect of the tripartite agreement and s 17 of the Land Commission Act. The State, by entering into a 20-year commercial arrangement with the appellant and a private investor, waived any immediate or arbitrary right to cancel the lease, and undertook to ensure security of tenure. That undertaking created both contractual and statutory obligations binding on the first respondent. The court’s failure to analyse these instruments in an integrated manner or to consider their implications on the validity of the lease cancellation resulted in a grave miscarriage of justice. The lease was unlawfully and prematurely cancelled, in breach of both contract and statute. The declaratory relief sought ought to have been granted. It follows that the appeal has merit and must be allowed. Costs will follow the cause.Accordingly, it is ordered that: The appeal succeeds with costs to be borne by the first respondent.The judgment of the court a quo is set aside and in its place the following is substituted: “(i) The application be and is hereby granted. Accordingly, the following orders are made: That it be and is hereby declared that clause 22.1 of the ninety-nine (99) year lease agreement between the applicant and the Government of Zimbabwe (which lease agreement is attached to the application as Annexure 1) provides the only circumstances in which the second respondent may cancel the aforesaid 99-year lease. That the reasons given by the second respondent for the intended cancellation of the applicant’s 99-year lease in respect of subdivision 1 of Allan Grange farm in the district of Zvimba in Mashonaland West, are outside the scope of clause 22.1 of the lease agreement in Annexure 1 and are declared illegal and null and void. That it be declared that the second respondent has no powers whatsoever to cancel the 99-year lease in favour of the applicant in respect subdivision 1 of Allan Grange farm in the district of Zvimba in Mashonaland West (which lease agreement is attached to the application as Annexure 1) outside the provisions of clause 22.1 of the lease agreement. That it be declared, in any event, that by virtue of clause 5.1 and 6.1 of the tripartite agreement attached to this application as Annexure 2 as read with s 17 of the Land Commission Act [Chapter 20:09], for a period of twenty years from 14 March, 2018, the Government of Zimbabwe (represented by the second respondent herein) irrevocably waived any right it might have had to cancel the 99-year lease in favour of the applicant in respect subdivision 1 of Allan Grange farm in the district of Zvimba in Mashonaland West. For the avoidance of doubt, it be and is hereby declared that the order in para 4 above means for the twenty-year period beginning on 14 March, 2018, the second respondent can neither cancel the lease in respect of, nor in any way subdivide, the farm known as subdivision 1 of Allan Grange farm in the district of Zvimba in Mashonaland West. The second respondent shall bear the costs of this application on a legal practitioner and client scale.” BHUNU JA : I agree CHIWESHE JA : I agree Lovemore Madhuku, appellants’ legal practitioners. Antotio & Dzvetero, 1st respondent’s legal practitioners. Dondo & Partners, 2nd respondent’s legal practitioners. Judgment No. SC 08/26 Civil Appeal No. SC 264/24 10 Judgment No. SC 08/26 Civil Appeal No. SC 264/24 10 Judgment No. SC 08/26 Civil Appeal No. SC 264/24 10 REPORTABLE (08) IGNATIUS MORGEN CHIMINYA CHOMBO v MINISTER OF LANDS, FISHERIES, AGRICULTURE, WATER AND RURAL RESETTLEMENT (2) MARIAN CHOMBO SUPREME COURT OF ZIMBABWE BHUNU JA, CHIWESHE JA & MUSAKWA JA HARARE: 28 MARCH, 14 MAY & 9 JANUARY 2026 L. Madhuku, for the appellant T.S.T. Dzvetero, for the first respondent J. Dondo, for the second respondent MUSAKWA JA: This is an appeal against the judgment of the High Court (court a quo) wherein it dismissed the appellant’s application for a declaratory order in terms of s 14 of the High Court Act [Chapter 7:06]. The appellant had approached the court a quo seeking a declaration that the first respondent, the Minister of Lands, Agriculture, Fisheries, Water and Rural Resettlement, could only cancel a 99-year lease issued to him in terms of Clause 22.1 of the lease agreement. The court a quo, while accepting that the appellant had an interest in the matter, exercised its discretion against the grant of declaratory relief, holding that the lease had been cancelled in terms of Clause 20 and not Clause 22.1. BACKGROUND FACTS The appellant is a male adult and a beneficiary of the land reform program. The first respondent is the authority vested with power to control all agricultural land in Zimbabwe. The second appellant is the former wife of the appellant. On 14 November 2006, the appellant signed a 99-year lease agreement (hereinafter referred to as ‘the lease’) with the government of Zimbabwe (represented by the first respondent) in respect of Subdivision 1 of Allan Grange farm situated in the district of Zvimba in Mashonaland West Province measuring 3098.8100 hectares (hereinafter referred to as ‘the farm’). The farm is primarily used for agricultural purposes, although any other usage would be subject to the consent and approval of the first respondent. In March 2018, the appellant entered into a tripartite agreement with the first respondent and an investor called Pepary Investments (Pvt) Ltd. The agreement was premised on the projections that the investment needed a minimum of 10 years to break even. The agreement was renewable for another 10 years. On 21 June 2021, the first respondent wrote a letter to the appellant informing him of his intention to cancel the 99-year lease agreement. In that letter, the first respondent invited the appellant to make representations. On 13 August 2021, the appellant made representations persuading the first respondent not to execute his intention of cancelling the lease. Nonetheless, the first respondent proceeded to cancel the said agreement through a letter dated 21 September 2021. The appellant launched an application for a declaratur on 3 November 2021 in terms of s 14 of the High Court Act. In motivating his application for the declaratur, the appellant argued that in cancelling the lease agreement, the first respondent acted outside clause 22.1 of the lease agreement and that such cancellation was null and void. The appellant argued that a 99-year lease guarantees occupation for a long time and as such, empowers the lessee to plan and invest for longer periods. He further argued that in terms of s 17 of the Land Commission Act [Chapter 20:29], the government of Zimbabwe was enjoined to guarantee investment by giving uninterrupted 99-year lease agreements. Per contra, the first and second respondents took an almost similar position against the appellant’s application. On 16 November 2022, the first respondent was granted leave to file a supplementary affidavit. In that affidavit, certain preliminary points were raised. The first respondent’s first preliminary point was to the effect that there was material non-joinder of the second respondent. Initially, the second respondent was not a party to the proceedings before the court a quo. She was joined to the proceedings through the order of the court on 23 November 2022. Therefore, this preliminary point was abandoned. The first respondent’s second preliminary point was to the effect that the application had become moot in that it challenged the first respondent’s intention to cancel the lease, yet the lease was already cancelled. The first respondent argued that the application had become academic as the court a quo could no longer exercise its discretion. The third preliminary point was that the appellant had not exhausted all internal remedies. This point was not pursued. The fourth preliminary point was to the effect that the application was premature. In this regard, the first respondent argued that the appellant ought to have waited for the first respondent’s reply to his representations. The first respondent further raised a preliminary objection to the effect that the matter was lis alibi pendens. On the merits, the first respondent argued that the appellant was not the only interested party. He further argued that the government of Zimbabwe retains the right to repossess the farm in terms of clause 20. He further argued that the repossession was aimed at giving the second respondent her undivided share as the ex-spouse of the appellant. He argued that the second respondent was entitled to the share since she was a co-lessee. On the other hand, the second respondent argued that the appellant had no real and substantial interest in the matter. She contended that the appellant was not the sole lessee as she was a co-lessee, and she was entitled to a share of the farm. In response to the preliminary points, the appellant argued that the matter was not moot. He contended that the cancellation actually made the application more relevant and as such, the court ought to exercise its discretion. On the merits, the appellant argued that the property sharing between him and his ex-wife was governed by an extant order and such order had nothing to do with the farm. He argued that the second respondent had no undivided equal share in the farm. The court a quo found that a matter becomes moot if new developments terminate the controversy between the parties. The court a quo found that the cancellation of the lease did not terminate the controversy between the parties. The court a quo noted that even in the circumstances where the matter has become moot, the court still retains the discretion to hear the matter. The court held that it was in the interest of justice to hear the appellant’s application regardless of the cancellation of the lease. The court a quo dismissed the preliminary objection on mootness. The court a quo did not engage the preliminary point on exhaustion of internal remedies because it was not pursued. With regards whether or not the application was premature, the court a quo noted that the first respondent had inordinately delayed responding to the appellant’s representations. The court a quo noted that the appellant had even written a follow up letter on 26 October 2022 whose contents were never acknowledged or addressed. As regards the preliminary point on lis alibi pendens the court a quo noted that the first respondent failed to satisfy all its requirements. It noted that although the application for review and a declaratur are closely related, they were not the same. The court dismissed the preliminary point. On the merits, the court a quo found that there were two issues for determination arising from the contentions between the parties, namely: Whether the applicant had an interest in an existing, future or contingent right. Whether it was appropriate to exercise the court’s jurisdiction in favour of making a declaratory order sought. In respect of the first issue, the court a quo found that the appellant was an interested party despite the non-joinder of Pepary Investments (Pvt) Ltd. The court a quo further found that even though the appellant was not the only lessee, he still had substantial interest in the matter and as such, he was entitled to seek relief in terms of s 14 of the High Court Act. In respect of the second issue, the court a quo found that the first respondent cancelled the lease agreement in terms of clause 20 of the lease agreement and not clause 22.1 of the lease agreement. Consequently, the court a quo dismissed the application with costs and reasoned that its discretion favoured dismissal instead of granting the same. Dissatisfied with the determination of the court a quo, the appellant noted an appeal to this Court on the following grounds of appeal: GROUNDS OF APPEAL “1. The court a quo grossly misdirected itself and erred in law in that at the stage of determining whether it was appropriate to exercise its discretion in favour of a declaratory order, it went outside the scope of s 14 of the High Court [Chapter 7:06] by abandoning the issue of a declaratory and instead undertaking a frolic of its own of resolving the whole case on the basis of making an irrelevant factual finding that the first respondent had not acted under clause 22.1, but clause 20 of the lease agreement. 2. The court a quo improperly exercised its discretion in refusing to grant the declaratory orders sought in that it based this refusal, inter alia, on the finding that the lease agreement in casu could be cancelled outside its clause 22.1 yet that finding is irrational in that it is so outrageous in its defiance of logic or common sense that no reasonable court applying its mind to the text and context of the aforesaid lease agreement, could ever have reached such a conclusion. (sic) The court a quo improperly exercised its discretion in refusing to grant the declaratory orders sought in that it based this refusal, inter alia, on the finding that clause 20 of the lease agreement in casu was the basis of the purported cancellation of the lease agreement by the first respondent yet that finding is irrational in that it is so outrageous in its defiance of logic or common sense that no reasonable court applying its mind to the facts, could ever have reached such a conclusion. In not finding that clauses 5.1 and 6.1 of the tripartite agreement in casu, as read with s 17 of the Land Commission Act [Chapter 20:29] meant that for a period of twenty years from 14 March 2018, the government of Zimbabwe (represented by the second respondent herein) irrevocably waived any right it might have had to cancel the 99-year lease in favour of the appellant, the court improperly exercised its discretion refusing to grant the declaratory orders as not so finding was grossly irrational. (sic)” RELIEF SOUGHT WHEREFORE appellant prays as follows: The appeal succeeds with costs to be borne by the first respondent. That the whole judgment of the court a quo is set aside and in its place the following is substituted: “The application be and is hereby granted. Accordingly, the following orders are made: That it be and is hereby declared that clause 22.1 of the ninety-nine (99) year lease agreement between the applicant and the Government of Zimbabwe (which lease agreement is attached to the application as Annexure 1) provides the only circumstances in which the second respondent may cancel the aforesaid 99-year lease. That the reasons given by the second respondent for the intended cancellation of the applicant’s 99-year lease in respect of subdivision 1 of Allan Grange farm in the district of Zvimba in Mashonaland West, are outside the scope of clause 22.1 of the lease agreement in Annexure 1 and are declared illegal and null and void. That it be declared that the second respondent has no powers whatsoever to cancel the 99-year lease in favour of the applicant in respect subdivision 1 of Allan Grange farm in the district of Zvimba in Mashonaland West (which lease agreement is attached to the application as Annexure 1) outside the provisions of clause 22.1 of the lease agreement. That it be declared, in any event, that by virtue of clause 5.1 and 6.1 of the tripartite agreement attached to this application as Annexure 2 as read with s 17 of the Land Commission Act [Chapter 20:09], for a period of twenty years from 14 March, 2018, the Government of Zimbabwe (represented by the second respondent herein) irrevocably waived any right it might have had to cancel the 99-year lease in favour of the applicant in respect subdivision 1 of Allan Grange farm in the district of Zvimba in Mashonaland West. For the avoidance of doubt, it be and is hereby declared that the order in para 4 above means for the twenty-year period beginning on 14 March, 2018, the second respondent can neither cancel the lease in respect of, nor in any way subdivide, the farm known as subdivision 1 of Allan Grange farm in the district of Zvimba in Mashonaland West. The second respondent shall bear the costs of this application on a legal practitioner and client scale.” THE APPELLANT SUBMISSIONS ON APPEAL Apart from abiding by heads of argument filed, Mr Madhuku, counsel for the appellant made the following submissions: The appeal raises the issue whether a 99-year lease could be cancelled outside the provisions of clause 22.1 of the lease. The court a quo ignored clause 22 and determined the matter on the basis of clause 20. The Minister may repossess the farm in terms of clause 20 (no fault clause). The clause entails that administrative considerations be followed under the Land Acquisition Act. Clause 21 gives the lessee the right to terminate the lease. Clause 20 (fault based) allows the Minister to cancel the lease but he must comply with provisions of the clause. Mr Madhuku further submitted that a tripartite agreement was entered into with an investor. Such an agreement waives the power of the State to cancel the lease. There is a good reason why the government would enter into a tripartite agreement. There would be no value in such an agreement if its effect is not to waive the Minister’s rights to interfere with the lease. Investors are more willing to lend money where there is government involvement. THE RESPONDENT’S SUBMISSIONS ON APPEAL Per contra, Mr Dzvetero, counsel for the first respondent, submitted that the court a quo did not err in its decision. Counsel made the following arguments: The court a quo rightfully exercised its discretion in dismissing the appellant's application for a declaratur. The first respondent did not waive its right to terminate the 99-year lease agreement through the tripartite agreement. Thus, the first respondent cancelled the agreement in terms of clause 20 of the lease agreement to reallocate the farm in question to other residents of the farm. The termination was in tandem with public policy, as intimated in clause 20 of the lease agreement. Clause 16.2 of the tripartite agreement protected the parties' rights. If the appeal succeeds, the Court may remit the matter to the court a quo for a hearing de novo. This is because the arguments by the parties before the court a quo did not relate to the tripartite agreement. Counsel wound up by seeking a postponement in order for the parties to further engage. This was in light of the appellant's submission that the appeal may be allowed in terms of paras 4 and 5 of the relief sought. On the other hand, Mr Dondo, counsel for the second respondent, submitted as follows: The appellant's first to third grounds of appeal were an attack on the decision of the court a quo with regards to its exercise of discretion. This Court cannot lightly interfere with a discretionary order, as there is no evidence of irrationality in the way that the court a quo exercised its discretion. There was no waiver of the right to cancel the agreement. Waiver ought to be specifically proven by a litigant and as such, the appellant ought to prove that indeed the first respondent waived the right to terminate the lease agreement in terms of the tripartite agreement. In reply to submissions made by counsel for respondents, Mr Madhuku submitted that the second respondent was never awarded a share of the farm. Rather, it was the value of the parties’ rights which were to be distributed equitably. The parties never went back to the High Court in respect of their respective rights to the farm. Mr Madhuku submitted that the government lost its rights to repossess the farm when it signed the tripartite agreement. He further submitted that the Court can set aside the judgment of the court a quo and substitute it with a declaratory order in respect of the tripartite agreement. Finally, he submitted that paras (iv) and (v) of the relief sought may be granted without the need to determine the issue of cancellation of lease. ISSUES FOR DETERMINATION In the court’s view, the following issues arise for determination: Whether or not the court a quo erred in law by resolving the application for a declaratory order through a factual finding that the lease was cancelled under clause 20 instead of clause 22.1, thereby going beyond the scope of s 14 of the High Court Act Whether or not the court a quo erred in finding that clause 20 of the lease agreement provided a lawful basis for the cancellation of the 99-year lease. Whether or not the court a quo erred in failing to find that, by virtue of clauses 5.1 and 6.1 of the tripartite agreement as read with s 17 of the Land Commission Act the Government irrevocably waived any right to cancel the lease for 20 years from 14 March 2018. APPLICATION Whether or not the court a quo erred in law by resolving the application for a declaratory order through a factual finding that the lease was cancelled under clause 20 instead of clause 22.1, thereby going beyond the scope of s 14 of the High Court Act and misinterpreting the lease agreement In dealing with an application for a declaratory order under s 14 of the High Court Act, the court a quo was required to approach the matter in two stages: Whether the appellant had a direct and substantial interest in an existing, future, or contingent right, and Whether it was appropriate, as a matter of discretion, to grant the declaratory relief sought. It is a common cause that the court a quo correctly determined the first leg that the appellant had the requisite legal interest to bring the application. The lease agreement conferred a bundle of rights on the appellant, including security of tenure for 99 years, rights he had acted upon by entering a 20-year investment agreement with a private investor (Pepary Investments), a clear signal of reliance on the longevity and stability of the lease. His legal interest, thus, was both substantial and live. The High Court, having found that the appellant had a substantial legal interest in the lease, was required to confine itself to the scope of declaratory relief under s 14 of the High Court Act. Instead, the court strayed from its judicial mandate by making conclusive factual and legal findings on the validity of the lease’s cancellation, an inquiry suited for a review, and not a declaratory application. 18. With respect to the grant of a declaratory order, in Johnsen v AFC 1995 (1) ZLR 65 (S) at 72 E-F, the court said the following: “The condition precedent to the grant of a declaratory order under s 14 of the High Court of Zimbabwe Act 1981 is that the applicant must be an "interested person", in the sense of having a direct and substantial interest in the subject matter of the suit which could be prejudicially affected by the judgment of the court. The interest must concern an existing, future or contingent right. The court will not decide abstract, academic or hypothetical questions unrelated thereto. But the presence of an actual dispute or controversy between the parties interested is not a prerequisite to the exercise of F jurisdiction. See Ex p Chief Immigration Officer 1993 (1) ZLR 122 (S) at 129 F-G; 1994 (1) SA 370 (ZS) at 376G-H; Munn Publishing (Pvt) Ltd v ZBC 1994 (1) ZLR 337(S) and the cases cited.” The above position was earlier pronounced by the Court in Munn Publishing (Pvt) Ltd v ZBC 1994 (1) ZLR 337 (S) at 343-344 where Gubbay CJ (as he then was) held that: “The condition precedent to the grant of a declaratory order is that the applicant must be an interested person, in the sense of having a direct and substantial interest in the subject matter of the suit which could be prejudicially affected by the judgment of the court. See United Watch & Diamond Co (Pty) Ltd & Ors v Disa Hotels Ltd & Anor 1972 (4) SA 409(C) at 415 in fine, Milani & Anor v South African Medical & Dental Council & Anor 1990 (1) SA 899 (T) at 902 G-H. The interest must relate to an existing future or contingent right. The court will not decide abstract, academic or hypothetical questions unrelated to such interest. See Anglo-Transval Collieries Ltd v SA Mutual Life Assuarance 50e 1997 (3) SA 631 (T) at 635 G-H. But the existence of an actual dispute between persons interested is not a statutory requirement to an exercise by the court of jurisdiction. See Exp: NELL 1963 (1) SA 754 (A) at 759 (H) 760 A. Nor does the availability of another remedy render the grant of a declaratory order incompetent. See Geloon Investments (Pvt) Ltd v Adair Properties (Pvt) Ltd 1969(2) RLR 120 (G) at 128A-B; 1969 (3) SA 142 (R) at 144 D-F.” Once the court a quo satisfied itself on the first limb, it should have restricted itself to deciding whether a declaration could be made clarifying that the lease could only be cancelled in terms of clause 22.1. The court a quo, however, went further and effectively made a factual and legal determination that the lease had been cancelled validly in terms of clause 20. This was a clear misdirection where the relief sought requires a determination of the legality or procedural propriety of administrative action. That is a matter properly falling under review, not a declaratur. The court a quo, therefore, improperly assumed a review jurisdiction under the guise of exercising discretion in relation to a declaratur. Furthermore, the court a quo’s reliance on clause 20 as a basis for cancellation violated well-established principles of contractual interpretation. Clause 22.1 of the 99-year lease agreement specifically provides for cancellation with enumerated grounds such as breach, insolvency, or failure to pay rentals. Clause 20, by contrast, concerns repossession of land for public purposes (for example defence, public safety), and makes no reference to lease termination. The express language of the contract must be given effect unless it leads to an absurdity. Courts are not at liberty to stretch or rewrite contracts. To treat clause 20 as a catch-all power of cancellation amounts to rewriting the contract. It also subverts the certainty of tenure that 99-year leases are meant to secure. The court a quo thus rendered the carefully negotiated provisions of clause 22.1 meaningless. The misapplication of these clauses also ignored critical factual context. The appellant had, under the strength of the lease, entered into a tripartite investment agreement with Pepary Investments (Pvt) Ltd, with a projected 10-year break-even period and a renewable 20-year tenure. That agreement depended on the stability of the 99-year lease. This is where the provisions of s 17 of the Land Commission Act come into sharp focus. They require that land administration promote security of tenure and investment protection principles that the government must uphold. The court a quo’s decision effectively sanctioned an abrupt cancellation that destabilised a long-term investment. Security of tenure is critical to land investment and development. Where government has committed itself to long-term leases, it is bound by that undertaking unless cancelled lawfully. The lease cancellation disrupted such tenure without adherence to the grounds set out in the lease. The court a quo’s failure to evaluate the impact on investment is a further indicator of misdirection. Additionally, the court a quo gave significant weight to the argument that the second respondent was a co-lessee with entitlement to the land. However, the court a quo failed to appreciate that the property rights arising from the matrimonial dispute in respect of the farm were not pursued by the appellant and the second respondent. This Court in SC 41/18, pursuant to an appeal by the second respondent remitted the matter to the court a quo for determination of the parties’ interests in the farm and to equitably distribute the value. No distribution has taken place. By reallocating part of the land to the ex-wife, the Minister acted in breach of the principle of privity of contract. The doctrine of privity of contract restricts the enforcement of contractual rights and remedies to contracting parties, to the exclusion of the third parties. This was held in the case of Zengwe & Anor v Shanu & Anor HH 180/17 as follows: “The doctrine of privity of contract provided that contractual remedies are enforceable, only by or against parties to a contract and not third parties, since contracts creates personal rights. Third parties cannot sue even if they would be benefitted by the performance of the contract.” The courts should interpret contracts according to the terms agreed by the parties. Thus, a third party cannot intervene and alter the terms thereof. It is the court’s duty to enforce what parties agreed to. This was also stated by Innocent Maja in his book, The Law of Contract in Zimbabwe at p 24 he wrote the following: “Sanctity of contract provides that once a contract is entered into freely and voluntarily, it becomes sacrosanct and courts should enforce it.” A contract cannot be varied or interfered with by third parties not privy to it, even if they claim a beneficial interest, unless permitted by law. The first respondent’s unilateral action without judicial sanction and prior to final property division was not only procedurally irregular, but legally void. It also confirmed that the purported cancellation was done not under any genuine public interest grounds under clause 20, but under mistaken reliance on the appellant’s divorce proceedings as a basis for reallocating land, a matter which remained sub judice. The so-called offer letter issued to the second respondent following this cancellation was, in light of the unresolved divorce litigation, legally premature. This action exemplified executive overreach into judicial terrain, undermining both contract and due process. The final error in the court a quo’s reasoning was its failure to engage with the serious economic and contractual consequences of the cancellation. The tripartite agreement was legally binding. The invalidation of the lease through the improper invocation of clause 20, mid-way through the performance of that contract, exposed both the appellant and the investor to major commercial loss. No meaningful judicial scrutiny was applied to this economic impact. In light of the above, the appeal clearly has merit. The court a quo misdirected itself by overstepping the scope of s 14 and grounding its discretionary refusal on factually and legally flawed premises. The matter ought to have been resolved strictly on whether the appellant had a legal interest that required protection and whether a declaratur would clarify that right and on both counts, the answer was in the affirmative. Whether or not the court a quo erred in finding that clause 20 of the lease agreement provided a lawful basis for the cancellation of the 99-year lease. The court a quo found that the first respondent lawfully cancelled the appellant’s lease under clause 20 of the lease agreement. Clause 20 of the lease agreement provides as follows: “The lessor may, at any time and in such manner and under such conditions as it may deem fit, repossess the leasehold or any portion thereon is reasonably necessary in the interests of defence, public safety, public order, public morality, public health, town and country planning or the utilization of that or any other property for a purpose beneficial to the public generally or to a section of the public.” Clause 22.1 which the appellant argues is the correct clause the first respondent relied on provides as follows: “Notwithstanding clause 3.1, the lessee may terminate this lease by giving not less than three months’ written notice to the lessor.” The letter setting out the first respondent’s intention to cancel the appellant’s lease set out the reason(s) for cancellation of the lease. It stated inter alia that the lease was to be cancelled in order to: Accommodate other occupants who were at the farm. Give the second respondent her undivided share of the farm. Reduce the appellant’s share in the farm. This finding was irrational in law, erroneous in interpretation, and unsupported by the factual record. Clause 20 of the lease provides the Minister with a limited right of repossession for certain public interest purposes namely, “defence, public safety, public order, public morality, public health, town and country planning or the development or utilization of that land for a purpose beneficial to the public.” The clause makes no reference whatsoever to cancellation of the lease, nor does it authorise the termination of the lease itself. It merely allows re-entry or repossession of land for specific public functions. In contrast, clause 22.1 clearly governs the termination of the lease, stipulating detailed procedures and grounds such as default in payment of rentals, breach of the lease, insolvency of the lessee, or failure to cultivate the land. These provisions incorporate principles of natural justice, requiring notice and opportunity to be heard. The court a quo erred by conflating repossession under clause 20 with cancellation under clause 22.1, effectively granting the Minister a broader power than he was contractually or legally entitled to exercise. The court must give effect to the plain language of a contract. It is not the function of the court to confer upon words meanings they do not bear merely because one party now wishes to achieve a different result. The rule is to the effect that where the language used in the statute is plain and unambiguous, it should be given its ordinary meaning unless doing so would lead to some absurdity or inconsistency with intention of the legislature. A provision of a statute should be given a meaning which is consistent with the context in which it is found. This position was laid down in Chegutu Municipality v Manyora 1996 (1) ZLR 262 (S) at 264 D-E, where McNally JA said “There is no magic about interpretation. Words must be taken in their context. The grammatical and ordinary sense of the words is to be adhered to as said in Grey v Pearson (1957) 10 ER 1216 at 1234, 'unless that would lead to some absurdity, or some repugnance or inconsistency with the rest of the instrument in which case the grammatical and ordinary sense of the words may be modified so as to avoid that absurdity and inconsistency, but no further.” The same principles were expressed by this Court in Endeavour Foundation & Anor v Commissioner of Taxes 1995 (1) ZLR 339 (S) at p 356 F-G where Gubbay CJ said: “The general principle of interpretation is that the ordinary, plain, literal meaning of the word expression, that is as popularly understood, is to be adopted, unless that meaning is at variance with the intention of the legislature as shown by the context, or such other indicia as the court is justified in taking into account, or creates an anomaly or otherwise produces an irrational result. See Stellenbosch Farmers’ Winery Ltd v Distillers’ Corp (SA) Ltd & Anor 1962 (1) SA 458 (A) at 476 E-F” The circumstances in which the court may depart from the golden rule of interpretation were authoritatively laid down by Innes CJ in Venter v R 1097 TS 910 in the following terms: “It appears to me that the principle we should adopt maybe expressed somewhat in this way when to give the plain words of the statute their ordinary meaning would lead to absurdity so glaring that it could never have been contemplated by the legislature, where it would lead to a result contrary to the intention of the Legislature, as shown by the context or by such other considerations as the court is justified in taking into account, the court may depart from the ordinary effect of the words to the extent necessary to remove the absurdity and give effect to the true intention of the legislature.” In light of the above, Clause 20 cannot be interpreted as empowering lease termination simply because it refers to public purposes. If the Minister’s intention was to cancel the lease based on the ex-wife’s interest in the land, or due to land redistribution considerations, then clause 22.1 remained the only lawful route. That clause includes requirements of breach and notice, neither of which were complied with here. Further, even if clause 20 did grant a form of repossession, it is trite that any interference with vested contractual rights must conform to the principles of legality, reasonableness, and procedural fairness. Even where the land is state-owned, cancellation or repossession must follow the procedure laid down by law or contract. Executive fiat does not override agreed terms. In the present case, the lease had not expired, nor had the appellant breached its terms. Instead, the evidence shows the appellant had not only complied with the lease obligations but had entered into a long-term joint venture with a third-party investor (Pepary Investments), premised on the security of a 99-year lease. The cancellation interrupted a development project that required at least 10 years to break even. These were not circumstances justifying a clause 20 intervention much less cancellation. The Minister’s assertion that the cancellation was effected under clause 20 in order to accommodate the ex-wife’s share in the land is also legally untenable. The doctrine of privity of contract dictates that the lease as between the appellant and the government could not be cancelled or varied at the instance of or for the benefit of a third party without proper legal process. A contract cannot be varied or interfered with by third parties not privy to it, even if they claim a beneficial interest, unless permitted by law. The second respondent’s rights, if any, were subject to judicial determination. As stated previously, the Supreme Court had remitted the matrimonial property matter to the High Court, and no order had been issued allocating the farm to her. The Minister’s decision to “downsize” the land and issue a new offer letter in favour of the ex-wife was not only legally premature but procedurally improper. This Ministerial conduct amounts to executive interference in pending litigation and an attempt to predetermine a court outcome; an affront to the principle of separation of powers. It also further undermines any claim that clause 20 could be invoked in good faith. Moreover, the cancellation of the lease in these circumstances violates the purpose of s 17 of the Land Commission Act, which compels the State to guarantee land tenure and promote investment. By cancelling a 99-year lease which had formed the bedrock for a 20-year development plan without lawful cause or process, the first respondent violated both the letter and intent of the statute. The irrationality of the cancellation is further compounded by the absence of any public interest purpose as contemplated under clause 20. The purported objective of reallocating land to the second respondent is not a “public” interest; it is a private dispute between former spouses, subject to the resolution of matrimonial property rights by the courts. The Minister’s interference was not only premature but unlawful. As the High Court emphasized, the Government is strictly bound by the terms of a 99-year lease and may only cancel it in accordance with the express provisions of the agreement. Clause 22.1 of the lease agreement specifically provides for the circumstances under which the Government may lawfully cancel the lease. Any purported cancellation outside those circumstances is invalid. The attempt by the second respondent to cancel the applicant’s lease therefore falls foul of this clause and is null and void. The court a quo’s endorsement of the clause 20 justification was therefore not just erroneous, but irrational. There is no logical or lawful interpretation of clause 20 that permits outright cancellation, especially in pursuit of a private and unsettled divorce-related claim. The finding of the court a quo that clause 20 served as a lawful basis for the cancellation was an error of law and fact. Therefore, the court a quo erred in law by upholding a cancellation based on clause 20, which does not empower lease termination, but only limited repossession for specified public purposes. The reliance on clause 20 in the absence of lawful cause, due process, or any breach by the appellant was irrational and in defiance of both the lease agreement and governing legal principles. Whether or not the court a quo erred in failing to find that, by virtue of clauses 5.1 and 6.1 of the tripartite agreement read with s 17 of the Land Commission Act the Government of Zimbabwe irrevocably waived any right it might have had to cancel the 99-year lease for a period of 20 years from 14 March 2018. The appellant contends that, having entered into a tripartite agreement involving the first respondent, himself, and a private investor (Pepary Investments (Pvt) Ltd), the government bound itself to a commitment that went beyond ordinary lease terms. The structure of the agreement, particularly clauses 5.1 and 6.1, was intended to give effect to a 20-year investment tenure with a 10-year break-even point, thereby inducing confidence in tenure stability and protection of commercial interests. Clause 5.1 required the appellant and Pepary to develop the farm over an extended period, while clause 6.1 imposed obligations on the government to ensure peaceful and undisturbed occupation and usage of the land. These obligations clearly contemplated continued occupation by the appellant for a minimum of 20 years. The underlying rationale was that any abrupt disturbance or cancellation would frustrate not only the lease but also the investment venture, a result fundamentally at odds with the spirit of both the tripartite agreement and the lease framework. In such a context, the cancellation of the lease without reference to the obligations outlined in the tripartite agreement amounted to a breach of the principle of pacta sunt servanda, and more specifically, a violation of the doctrine of waiver or estoppel. See, Book v Davison 1988 (1) ZLR 365 (S). Patel JA (as he then was) in the case of Magodora & Ors v Care International Zimbabwe 2014 (1) ZLR 397 (S) at 403 C-D held that: “In principle, it is not open to the courts to rewrite a contract entered into between the parties or to excuse any of them from the consequences of the contract that they have freely and voluntarily accepted, even if they are shown to be onerous or oppressive. This is so as a matter of public policy.” Further in Roffey v Catherall, Edwards & Goudre (Pty) Ltd 1977 (4) SA 494 (N) at 504-505 G-H, it was held that; “If there is one thing which more than another public policy requires, it is that men of full age and competent understanding shall have the utmost liberty of contracting and that their contracts when entered into freely and voluntarily shall be held sacred and shall be enforced by courts of justice. Therefore, you have this paramount public policy to consider that you are not lightly to interfere with this freedom of contract.” Where a party to a contract undertakes not to exercise a right, either expressly or impliedly, for a defined period, that party is estopped from acting inconsistently with that undertaking to the detriment of others who have relied upon it. The doctrine of estoppel exists to prevent injustice where one party, having made a representation which induces reliance, then seeks to act inconsistently to the detriment of the other. The essence of the doctrine of estoppel by representation is that a person is precluded, i.e. estopped, from denying the truth of a representation previously made. In this case, the appellant and the investor structured and commenced a long-term agricultural project in reliance on the State’s express commitment to uninterrupted tenure. The State, being a party to the tripartite contract, undertook through implication and operation of law that it would not invoke cancellation rights if any before the lapse of the investment horizon. Even if clause 22.1 technically survived the agreement, the conduct of the State represented an unequivocal waiver of the immediate right to cancel. In Agro Chem Dealers (Pvt) Ltd v Stanley Gomo & City of Harare 2009 (1) ZLR 255 (H) and at 265 A, the court cautioned that: “According to Christie-The Law of Contract 3 ed p 488 there is a presumption against waiver of contractual rights even in some cases strongly suggesting the same. Thus, there is a heavy evidentiary burden on the party alleging waiver to establish the same on a balance of probabilities.” That evidentiary burden is met in this case by the clear terms of clauses 5.1 and 6.1, the long-term performance of the venture, and the statutory reinforcement provided by s 17 of the Land Commission Act. S 17 of the Land Commission Act obliges the government, in the administration of agricultural land to ensure that the land tenure system promotes investment and long-term planning. A 99-year lease is, in itself, a legislative and contractual device designed to promote land-based investment security. Where the government enters into a tripartite investment-specific arrangement that further entrenches this objective, any premature disruption of tenure not only breaches contract, but undermines the very purpose of the land tenure reforms. Comparative jurisprudence is instructive: waiver is described as “the intentional abandonment of a known right, relying on conduct from which such intention can be inferred. In Aris Enterprises (Finance) (Pty) Ltd v Protea Assurance Co Ltd 1981 (3) SA 274 (A) at 291 E-F, the court held that: “The essence of the doctrine of estoppel by representation is that a person is precluded, i.e. estopped, from denying the truth of a representation previously made by him to another person if the latter, believing in the truth of the representation, acted thereon to his prejudice (see Joubert The Law of South Africa vol 9 para 367 and the authorities there cited). The representation may be made in words, i.e expressly, or it may be made by conduct, including silence or inaction, i.e tacitly (Ibid para 371); and in general it must relate to an existing fact (Ibid para 372).” See also Grosvenor Motors (Potchefstroom) Ltd v Douglas 1956 (3) SA 420 (A) at 427G; Johaadien v Stanley Porter (Paarl) (Pty) Ltd 1970 (1) SA 394 (A). Contracts forming part of the same transaction must be read together in order to determine the rights and obligations of the parties in their full commercial context. The South African Supreme Court of Appeal in KPMG Chartered Accountants (SA) v Securefin Ltd 2009 (4) SA 399 (SCA) at para 39 confirmed this approach, holding that ‘context is everything’ and that contracts must be interpreted in light of their factual matrix, not in isolation. The court held that : “First, the integration (or parol evidence) rule remains part of our law… interpretation is a matter of law and not of fact and, accordingly, interpretation is a matter for the court and not for witnesses… To the extent that evidence may be admissible to contextualize the document (since ‘context is everything’) to establish its factual matrix or purpose or for purposes of identification, ‘one must use it as conservatively as possible’… The terms ‘context’ or ‘factual matrix’ ought to suffice.” The court a quo not only failed to read the tripartite agreement in tandem with the lease, but also neglected to consider how the State’s own conduct had created legitimate expectation. This expectation that the lease would not be disrupted during the lifespan of the venture was not an abstract presumption; it was rooted in a binding agreement and sanctioned by statutory obligations. Furthermore, no breach of the lease or the tripartite agreement was alleged or proven against the appellant. The investor, Pepary, was not cited as a party to the proceedings, nor was it alleged that the venture had failed or defaulted. On the contrary, the record shows continued performance. The cancellation was therefore not based on any contractual violation but on the Minister's misapplication of clause 20 which, as shown in the previous issue, could not lawfully ground cancellation. It follows that the government’s conduct was not only unlawful vis-à-vis the lease, but also contrary to its express and implied obligations under the tripartite agreement. This renders the cancellation irrational and ultra vires the spirit of the investment policy articulated in s 17. DISPOSITION The court a quo erred by failing to consider the legal effect of the tripartite agreement and s 17 of the Land Commission Act. The State, by entering into a 20-year commercial arrangement with the appellant and a private investor, waived any immediate or arbitrary right to cancel the lease, and undertook to ensure security of tenure. That undertaking created both contractual and statutory obligations binding on the first respondent. The court’s failure to analyse these instruments in an integrated manner or to consider their implications on the validity of the lease cancellation resulted in a grave miscarriage of justice. The lease was unlawfully and prematurely cancelled, in breach of both contract and statute. The declaratory relief sought ought to have been granted. It follows that the appeal has merit and must be allowed. Costs will follow the cause. Accordingly, it is ordered that: The appeal succeeds with costs to be borne by the first respondent. The judgment of the court a quo is set aside and in its place the following is substituted: “(i) The application be and is hereby granted. Accordingly, the following orders are made: That it be and is hereby declared that clause 22.1 of the ninety-nine (99) year lease agreement between the applicant and the Government of Zimbabwe (which lease agreement is attached to the application as Annexure 1) provides the only circumstances in which the second respondent may cancel the aforesaid 99-year lease. That the reasons given by the second respondent for the intended cancellation of the applicant’s 99-year lease in respect of subdivision 1 of Allan Grange farm in the district of Zvimba in Mashonaland West, are outside the scope of clause 22.1 of the lease agreement in Annexure 1 and are declared illegal and null and void. That it be declared that the second respondent has no powers whatsoever to cancel the 99-year lease in favour of the applicant in respect subdivision 1 of Allan Grange farm in the district of Zvimba in Mashonaland West (which lease agreement is attached to the application as Annexure 1) outside the provisions of clause 22.1 of the lease agreement. That it be declared, in any event, that by virtue of clause 5.1 and 6.1 of the tripartite agreement attached to this application as Annexure 2 as read with s 17 of the Land Commission Act [Chapter 20:09], for a period of twenty years from 14 March, 2018, the Government of Zimbabwe (represented by the second respondent herein) irrevocably waived any right it might have had to cancel the 99-year lease in favour of the applicant in respect subdivision 1 of Allan Grange farm in the district of Zvimba in Mashonaland West. For the avoidance of doubt, it be and is hereby declared that the order in para 4 above means for the twenty-year period beginning on 14 March, 2018, the second respondent can neither cancel the lease in respect of, nor in any way subdivide, the farm known as subdivision 1 of Allan Grange farm in the district of Zvimba in Mashonaland West. The second respondent shall bear the costs of this application on a legal practitioner and client scale.” BHUNU JA : I agree CHIWESHE JA : I agree Lovemore Madhuku, appellants’ legal practitioners. Antotio & Dzvetero, 1st respondent’s legal practitioners. Dondo & Partners, 2nd respondent’s legal practitioners.

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CHOMBO v MINISTER OF LANDS, FISIHERIES, AGRICULTURE, WATER AND RURAL RESETTLEMENT AND ANOTHER (SC 08 of 2026) [2026] ZWSC 1 (9 January 2026)

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CHOMBO v MINISTER OF LANDS, FISIHERIES, AGRICULTURE, WATER AND RURAL RESETTLEMENT AND ANOTHER (SC 08 of 2026) [2026] ZWSC 1 (9 January 2026)

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