CIT CHEM 1.O.I (PRIVATE) LIMITED v FARMGATE (PRIVATE) LIMITED AND ANOTHER (14 of 2026) [2026] ZWHHC 9 (6 January 2026)

4 HH 14/26 HCHC 480/24 CIT CHEM 1.O.I (PRIVATE) LIMITED Versus FARMGATE (PRIVATE) LIMITED AND MULHOLLAND MARKET (PRIVATE) LIMITED HIGH COURT OF ZIMBABWE V. NDLOVU J HARARE; 3 OCTOBER 2025 & 6 JANUARY 2026 Trial Ms R. T. Muzonzini, for the Plaintiff Mr J. Gwapedza, for the Defendants V. NDLOVU J: This is a summons case for the payment of USD 116,747.43, inclusive of interest, allegedly owed by the Defendants to the Plaintiff for the alleged supply of agrochemicals to the 1st Defendant. The 2nd defendant, as the holding company of the 1st defendant, pledged a piece of land identified as Certain Piece of Land Situate in the District of Chipinga Township of Stand 865 Chipinga Township of Stand 326 Chipinga Township, Measuring 7,010 square metres as security for the repayment of the debt. RELIEF SOUGHT The payment of USD 116,747,43 (One Hundred and Sixteen Thousand, Seven Hundred and Forty Seven United States Dollars and Forty-Three Cents) owed to Cit Chem IOI (Private) Limited for the supply of agrochemicals to the 1st defendant, which items were delivered to the defendant.2. Interest at the prescribed rate of 5% per annum from the date of the summons to the date of payment in full.An order that the property known as a certain piece of land situate in the District of Chipinga Township of Stand865, Chipinga Township of Stand326, Chipinga Township, measuring 7,010 square metres, pledged to the defendant be declared executable in settlement of the plaintiff’s claims.Costs of suit on a legal practitioner and client scale. THE PLAINTIFF’S CLAIM The plaintiff is a Mauritius-based company engaged in the manufacturing and sale of agrochemicals. It avers that it would supply agrochemicals on a 90-day rolling account, with interest at 1.7% per month on any outstanding amounts. After it was provided, the 1st defendant defaulted on payments, leading to the current claim. The plaintiff contends that multiple negotiations took place to settle the outstanding account, during which the defendants proposed various payment plans that were ultimately not honoured. As a result, the plaintiff seeks a court order to declare the pledged property executable to satisfy the outstanding debt. The plaintiff filed certain documents asserting that they establish that the 1st defendant maintains an account with them. They include account statements and email communications. The plaintiff contended that the current claim is distinct from prior proceedings and arises from specific transactions that were not previously resolved. The plaintiff argues that the previous case, HCHC763/23, did not absolve the current defendants of liability, as the settlement reached was limited to Interfresh Limited and Broadbridge Investments and was separate from the obligations owed by the Defendants in the current case, preserving their right to pursue the current claim against the defendants. The plaintiff presented its case through the testimony of its Technical Director, Mr Ian Ross Waters. Mr Waters testified that he had direct dealings with representatives from the Defendants, specifically Mr Mohammed Jassat and Mr Dries van Rooyen. He asserted that these representatives acknowledged the debt in email correspondence, citing specific messages in which the indebtedness and payment arrangements were discussed. He supplied invoices and statements of account issued to the 1st defendant, detailing the transactions carried on Farmgate’s account, the accrued balances, and the calculation of interest, asserting that the outstanding balance was US$116,747.43. Tellingly, these documents related to Interfresh and neither of the Defendants in casu. Furthermore, Waters emphasised that, despite shared shareholders and management, Farmgate and Interfresh maintained distinct accounts with the plaintiff. He stated that the debt now claimed was attributable solely to the 1st defendant and did not include Interfresh. He also revealed that he was not the author of the account statements submitted as evidence, as that responsibility lay with Brian Dube, the plaintiff's financial director, who was not called to testify despite his availability. He said that the prior proceedings in HCHC 763/23 were settled solely with Interfresh and Broadbridge, leaving the 1st defendant and 2nd defendant outside that compromise. Waters also testified that the 2nd defendant pledged its immovable property in Chipinga as security for the 1st defendant’s indebtedness. He identified a board resolution authorising a surety mortgage bond in favour of the plaintiff for US$385,000.00 and confirmed that the title deed was given to the Plaintiff. THE DEFENCE Through Mr Mohammed Jassat, who serves as the director and chairperson of both the 1st and 2nd defendants, the defendants pleaded as follows: that there was no agreement between the parties as alleged by the plaintiff. They further deny owing the plaintiff any money for any alleged supplies of agrochemicals. In amplification of their defence, the defendants pleaded that the supply contract was between the Plaintiff and Interfresh Limited, who would, in turn, supply the defendants. There were no direct dealings with the 1st defendant or the 2nd defendant. He never authorised or witnessed any deliveries. He testified that the recipients of the emails attached by the plaintiff were all employed by Interfresh Limited. In HCHC763/23, the plaintiff made a similar claim and joined the defendants in that suit. A settlement was reached after negotiations between the parties. The negotiations settled not only the issue of payment but also settled the issue of the liability lying on Interfresh Limited and Broadbridge. This fresh claim is not only unfounded or unjustified but rather an attempt to double-dip. Not only is it unfounded, but no evidence has been provided to substantiate the alleged debt, including specific details regarding the amounts owed, the dates of supply, and the types of chemicals involved. In their view, the plaintiff's claim lacks clarity and particularity. Regarding the 2nd defendant's property, Mr Jassat acknowledged ownership but denied that the property had been pledged to secure the 1st defendant’s debts. He testified that the property was pledged solely to cover Interfresh’s liabilities. He referenced a board resolution in the record, insisting that the figure of USD 385 000.00 mentioned therein represented Interfresh’s outstanding debt, not the value of the property itself. He contended that the inclusion of the name "Farmgate" in certain documents was immaterial because no representatives of Farmgate were copied or otherwise engaged in those communications. He asserted that all correspondence was conducted on behalf of Interfresh. Mr Jassat confirmed his multiple directorships in the 1st defendant, 2nd defendant, and Interfresh but resisted suggestions that communications and obligations among these entities were intentionally intertwined. He insisted that there was nothing in the record to indicate Farmgate’s indebtedness and reiterated that the plaintiff had never directly dealt with Farmgate. ISSUES FOR DETERMINATION Whether or not a valid agreement existed between the plaintiff and the defendants for the supply of agrochemicals on credit?Whether or not the Plaintiff did supply agrochemicals to the defendants on credit?Whether or not the debt was settled in HCHC763/23? THE LAW AND RESOLUTION Whether or not a valid agreement existed between the Plaintiff and the 1st Defendants for the supply of agrochemicals on credit? For a valid agreement to exist, all requisite elements must be present and substantiated. In the case of Delta Beverages (Private) Limited v Private Investments (Private) Limited & Anor, HH 135/18 at 5, it was stated that, “An oral contract that meets all the requirements of a contract is binding on the parties and gives rise to a legally enforceable relationship. There must be a meeting of the minds or a reasonable belief by the parties that there is consensus. A party who alleges the existence of an oral contract has the onus to prove the existence of the contract on a balance of probabilities.” In this case, the plaintiff relied on an oral agreement. However, the plaintiff has failed to provide any proof to substantiate this oral agreement. This lack of evidence undermines the plaintiff’s position. In the case of Sibanda v Yambukai Holdings (Pvt) Ltd & Anor HH 84/17 at 8, CHITAPI J stated that, “The celebrated rule of evidence that he who alleges must prove should always guide practitioners and parties when drafting court pleadings and preparing for court, unless the matter at play is one in which an exception to the rule has been provided for, as in the case of presumptions.” I find that the plaintiff has not established the existence of a valid contract for the supply of agrochemicals to the defendants on credit. There is, therefore, no enforceable agreement between the Plaintiff and the 1st Defendant. Whether or not the Plaintiff did supply agrochemicals to the defendants on credit? The evidence presented indicates that the 1st defendant is not liable for the debt claimed. In its declaration in case number HCHC763/23, the plaintiff alleged that a single account was maintained for the supply of agrochemicals across all defendants, including the 1st defendant. In this case, the plaintiff’s witness testified that there were separate accounts. This is a significant and telling disparity in the evidence. Telling, because the account in HCHC763/23 was settled. The plaintiff has failed to substantiate the origin of the account from which it claims the disputed amount. The account tendered in this case is identical to the one referenced in HCHC763/23, which significantly undermines the Plaintiff's position. Without distinct and compelling evidence demonstrating that the 1st defendant still owes the claimed amount, as well as evidence indicating that the settlement made in HCHC763/23 was exclusive of any debt owed by the 1st defendant, the plaintiff's assertion lacks merit. The absence of a valid agreement, coupled with the failure to provide convincing evidence to support the claim, leads to the conclusion that the 1st defendant is not indebted to the plaintiff for the amount of US$116,747.43. Whether or not the debt was settled in HCHC763/23? In HCHC763/23, the plaintiff withdrew its claims against the current defendants in the execution of the Deed of Settlement. The claims in HCHC763/23 were made jointly and severally against all defendants, including the 1st defendant herein. The parties negotiated the debt and liability and agreed on a payment plan. This culminated in a Deed of Settlement, wherein the parties agreed to a full and final settlement of the debt for the sum of US$300,000.00.to be paid by Interfresh Limited, and by Broadbridge Investments (Pvt) Ltd. Notably, there was no mention that the settlement pertained solely to Broadbridge Investments (Pvt) Ltd and Interfresh Limited, and that the plaintiff reserved its right to pursue the 1st defendant herein for part or any other amount owed. There is instead a withdrawal of the claim against the defendants herein. There is no evidence that the settlement was solely for Broadbridge Investments (Pvt) Ltd and Interfresh Limited. It is probable that, during the negotiations, it was agreed that the 1st defendant herein was not liable and that the Chipinge property was safe as long as Interfesh and Broadbridge religiously executed the payment plan. Otherwise, why finalise HCHC763/23 and commence litigation anew, rather than continuing the ongoing litigation? I am inclined to find the defendant's evidence more probable than the plaintiff's. The question of whether the property is subject to declaration of execution turns on the status of the underlying debt. Since the debt was settled in case number HCHC763/23, along with the other accounts, the issue of whether the property can be declared executable no longer arises. Thus, the property cannot be declared executable. DISPOSITION In light of the findings above, the court concludes that there is no existing agreement between the plaintiff and the 1st defendant for the supply of agrochemicals, and the 1st defendant is not indebted to the Plaintiff for US$116,747.43. Furthermore, the 2nd defendant's immovable property in Chipinge, pledged as security, cannot be declared specially executable as the underlying debt has been settled. The Plaintiff lacks a legitimate claim against the 1st and 2nd defendant and is pursuing a baseless action. Accordingly, the case is dismissed with costs. ORDER The claim is dismissed with costs. V Ndlovu J: Honey and Blanckenberg, Plaintiff’s legal practitioners Chitsa & Masvaya Law Chambers, first and second Defendants’ legal practitioners 4 HH 14/26 HCHC 480/24 4 HH 14/26 HCHC 480/24 CIT CHEM 1.O.I (PRIVATE) LIMITED Versus FARMGATE (PRIVATE) LIMITED AND MULHOLLAND MARKET (PRIVATE) LIMITED HIGH COURT OF ZIMBABWE V. NDLOVU J HARARE; 3 OCTOBER 2025 & 6 JANUARY 2026 Trial Ms R. T. Muzonzini, for the Plaintiff Mr J. Gwapedza, for the Defendants V. NDLOVU J: This is a summons case for the payment of USD 116,747.43, inclusive of interest, allegedly owed by the Defendants to the Plaintiff for the alleged supply of agrochemicals to the 1st Defendant. The 2nd defendant, as the holding company of the 1st defendant, pledged a piece of land identified as Certain Piece of Land Situate in the District of Chipinga Township of Stand 865 Chipinga Township of Stand 326 Chipinga Township, Measuring 7,010 square metres as security for the repayment of the debt. RELIEF SOUGHT The payment of USD 116,747,43 (One Hundred and Sixteen Thousand, Seven Hundred and Forty Seven United States Dollars and Forty-Three Cents) owed to Cit Chem IOI (Private) Limited for the supply of agrochemicals to the 1st defendant, which items were delivered to the defendant. 2. Interest at the prescribed rate of 5% per annum from the date of the summons to the date of payment in full. An order that the property known as a certain piece of land situate in the District of Chipinga Township of Stand865, Chipinga Township of Stand326, Chipinga Township, measuring 7,010 square metres, pledged to the defendant be declared executable in settlement of the plaintiff’s claims. Costs of suit on a legal practitioner and client scale. THE PLAINTIFF’S CLAIM The plaintiff is a Mauritius-based company engaged in the manufacturing and sale of agrochemicals. It avers that it would supply agrochemicals on a 90-day rolling account, with interest at 1.7% per month on any outstanding amounts. After it was provided, the 1st defendant defaulted on payments, leading to the current claim. The plaintiff contends that multiple negotiations took place to settle the outstanding account, during which the defendants proposed various payment plans that were ultimately not honoured. As a result, the plaintiff seeks a court order to declare the pledged property executable to satisfy the outstanding debt. The plaintiff filed certain documents asserting that they establish that the 1st defendant maintains an account with them. They include account statements and email communications. The plaintiff contended that the current claim is distinct from prior proceedings and arises from specific transactions that were not previously resolved. The plaintiff argues that the previous case, HCHC763/23, did not absolve the current defendants of liability, as the settlement reached was limited to Interfresh Limited and Broadbridge Investments and was separate from the obligations owed by the Defendants in the current case, preserving their right to pursue the current claim against the defendants. The plaintiff presented its case through the testimony of its Technical Director, Mr Ian Ross Waters. Mr Waters testified that he had direct dealings with representatives from the Defendants, specifically Mr Mohammed Jassat and Mr Dries van Rooyen. He asserted that these representatives acknowledged the debt in email correspondence, citing specific messages in which the indebtedness and payment arrangements were discussed. He supplied invoices and statements of account issued to the 1st defendant, detailing the transactions carried on Farmgate’s account, the accrued balances, and the calculation of interest, asserting that the outstanding balance was US$116,747.43. Tellingly, these documents related to Interfresh and neither of the Defendants in casu. Furthermore, Waters emphasised that, despite shared shareholders and management, Farmgate and Interfresh maintained distinct accounts with the plaintiff. He stated that the debt now claimed was attributable solely to the 1st defendant and did not include Interfresh. He also revealed that he was not the author of the account statements submitted as evidence, as that responsibility lay with Brian Dube, the plaintiff's financial director, who was not called to testify despite his availability. He said that the prior proceedings in HCHC 763/23 were settled solely with Interfresh and Broadbridge, leaving the 1st defendant and 2nd defendant outside that compromise. Waters also testified that the 2nd defendant pledged its immovable property in Chipinga as security for the 1st defendant’s indebtedness. He identified a board resolution authorising a surety mortgage bond in favour of the plaintiff for US$385,000.00 and confirmed that the title deed was given to the Plaintiff. THE DEFENCE Through Mr Mohammed Jassat, who serves as the director and chairperson of both the 1st and 2nd defendants, the defendants pleaded as follows: that there was no agreement between the parties as alleged by the plaintiff. They further deny owing the plaintiff any money for any alleged supplies of agrochemicals. In amplification of their defence, the defendants pleaded that the supply contract was between the Plaintiff and Interfresh Limited, who would, in turn, supply the defendants. There were no direct dealings with the 1st defendant or the 2nd defendant. He never authorised or witnessed any deliveries. He testified that the recipients of the emails attached by the plaintiff were all employed by Interfresh Limited. In HCHC763/23, the plaintiff made a similar claim and joined the defendants in that suit. A settlement was reached after negotiations between the parties. The negotiations settled not only the issue of payment but also settled the issue of the liability lying on Interfresh Limited and Broadbridge. This fresh claim is not only unfounded or unjustified but rather an attempt to double-dip. Not only is it unfounded, but no evidence has been provided to substantiate the alleged debt, including specific details regarding the amounts owed, the dates of supply, and the types of chemicals involved. In their view, the plaintiff's claim lacks clarity and particularity. Regarding the 2nd defendant's property, Mr Jassat acknowledged ownership but denied that the property had been pledged to secure the 1st defendant’s debts. He testified that the property was pledged solely to cover Interfresh’s liabilities. He referenced a board resolution in the record, insisting that the figure of USD 385 000.00 mentioned therein represented Interfresh’s outstanding debt, not the value of the property itself. He contended that the inclusion of the name "Farmgate" in certain documents was immaterial because no representatives of Farmgate were copied or otherwise engaged in those communications. He asserted that all correspondence was conducted on behalf of Interfresh. Mr Jassat confirmed his multiple directorships in the 1st defendant, 2nd defendant, and Interfresh but resisted suggestions that communications and obligations among these entities were intentionally intertwined. He insisted that there was nothing in the record to indicate Farmgate’s indebtedness and reiterated that the plaintiff had never directly dealt with Farmgate. ISSUES FOR DETERMINATION Whether or not a valid agreement existed between the plaintiff and the defendants for the supply of agrochemicals on credit? Whether or not the Plaintiff did supply agrochemicals to the defendants on credit? Whether or not the debt was settled in HCHC763/23? THE LAW AND RESOLUTION Whether or not a valid agreement existed between the Plaintiff and the 1st Defendants for the supply of agrochemicals on credit? For a valid agreement to exist, all requisite elements must be present and substantiated. In the case of Delta Beverages (Private) Limited v Private Investments (Private) Limited & Anor, HH 135/18 at 5, it was stated that, “An oral contract that meets all the requirements of a contract is binding on the parties and gives rise to a legally enforceable relationship. There must be a meeting of the minds or a reasonable belief by the parties that there is consensus. A party who alleges the existence of an oral contract has the onus to prove the existence of the contract on a balance of probabilities.” In this case, the plaintiff relied on an oral agreement. However, the plaintiff has failed to provide any proof to substantiate this oral agreement. This lack of evidence undermines the plaintiff’s position. In the case of Sibanda v Yambukai Holdings (Pvt) Ltd & Anor HH 84/17 at 8, CHITAPI J stated that, “The celebrated rule of evidence that he who alleges must prove should always guide practitioners and parties when drafting court pleadings and preparing for court, unless the matter at play is one in which an exception to the rule has been provided for, as in the case of presumptions.” I find that the plaintiff has not established the existence of a valid contract for the supply of agrochemicals to the defendants on credit. There is, therefore, no enforceable agreement between the Plaintiff and the 1st Defendant. Whether or not the Plaintiff did supply agrochemicals to the defendants on credit? The evidence presented indicates that the 1st defendant is not liable for the debt claimed. In its declaration in case number HCHC763/23, the plaintiff alleged that a single account was maintained for the supply of agrochemicals across all defendants, including the 1st defendant. In this case, the plaintiff’s witness testified that there were separate accounts. This is a significant and telling disparity in the evidence. Telling, because the account in HCHC763/23 was settled. The plaintiff has failed to substantiate the origin of the account from which it claims the disputed amount. The account tendered in this case is identical to the one referenced in HCHC763/23, which significantly undermines the Plaintiff's position. Without distinct and compelling evidence demonstrating that the 1st defendant still owes the claimed amount, as well as evidence indicating that the settlement made in HCHC763/23 was exclusive of any debt owed by the 1st defendant, the plaintiff's assertion lacks merit. The absence of a valid agreement, coupled with the failure to provide convincing evidence to support the claim, leads to the conclusion that the 1st defendant is not indebted to the plaintiff for the amount of US$116,747.43. Whether or not the debt was settled in HCHC763/23? In HCHC763/23, the plaintiff withdrew its claims against the current defendants in the execution of the Deed of Settlement. The claims in HCHC763/23 were made jointly and severally against all defendants, including the 1st defendant herein. The parties negotiated the debt and liability and agreed on a payment plan. This culminated in a Deed of Settlement, wherein the parties agreed to a full and final settlement of the debt for the sum of US$300,000.00.to be paid by Interfresh Limited, and by Broadbridge Investments (Pvt) Ltd. Notably, there was no mention that the settlement pertained solely to Broadbridge Investments (Pvt) Ltd and Interfresh Limited, and that the plaintiff reserved its right to pursue the 1st defendant herein for part or any other amount owed. There is instead a withdrawal of the claim against the defendants herein. There is no evidence that the settlement was solely for Broadbridge Investments (Pvt) Ltd and Interfresh Limited. It is probable that, during the negotiations, it was agreed that the 1st defendant herein was not liable and that the Chipinge property was safe as long as Interfesh and Broadbridge religiously executed the payment plan. Otherwise, why finalise HCHC763/23 and commence litigation anew, rather than continuing the ongoing litigation? I am inclined to find the defendant's evidence more probable than the plaintiff's. The question of whether the property is subject to declaration of execution turns on the status of the underlying debt. Since the debt was settled in case number HCHC763/23, along with the other accounts, the issue of whether the property can be declared executable no longer arises. Thus, the property cannot be declared executable. DISPOSITION In light of the findings above, the court concludes that there is no existing agreement between the plaintiff and the 1st defendant for the supply of agrochemicals, and the 1st defendant is not indebted to the Plaintiff for US$116,747.43. Furthermore, the 2nd defendant's immovable property in Chipinge, pledged as security, cannot be declared specially executable as the underlying debt has been settled. The Plaintiff lacks a legitimate claim against the 1st and 2nd defendant and is pursuing a baseless action. Accordingly, the case is dismissed with costs. ORDER The claim is dismissed with costs. V Ndlovu J: Honey and Blanckenberg, Plaintiff’s legal practitioners Chitsa & Masvaya Law Chambers, first and second Defendants’ legal practitioners