Kangai and Others v Forit Contracting (Pvt) Ltd (232 of 2025) [2025] ZWHHC 232 (31 March 2025)

5 HH 232-25 HCHC 65/24 RAPHAEL KANGAI And TAKARWISA KANGAI And TIRIVANHU KANGAI Versus FORIT CONTRACTING(PVT) LTD And ITAYI MADZIYIRE And MASTER OF THE HIGH COURT And THE REGISTRAR OF COMPANIES And TINASHE ZENDA HIGH COURT OF ZIMBABWE COMMERCIAL DIVISION CHILIMBE J HARARE 17 & 31 March 2025 Preliminary point on jurisdiction R. Chatereza for the plaintiffs L.Madhuku for first and second defendant No appearance for third, fourth and fifth defendants CHILIMBE J INTRODUCTION [1] This is a ruling on whether this matter constitutes a commercial dispute as defined by r 3 (1) of the Commercial Court Rules1. The import of r 3 (1) has been discussed in a number of decisions of this court2. I set out r 3 (1) in full hereunder; - “commercial dispute” means a dispute of a civil nature considered by the court to be of commercial significance, including any claim or application arising out of a transaction of trade or commerce but not limited to— (a) the formation of a business or commercial organisation; (b) the formation, management, transfer or dissolution of any business entity; (c) the contractual relationship of a business entity with another such entity or with another person or persons undertaken in the course of business, other than with a person or persons who are employees; (d) the contractual liability of a business or of a person engaged in a business that arises in the course of business activity other than arising from a contract of employment; (e) disputes primarily involving banking and financial services; (f) disputes relating to the restructuring or payment of business debts, including business rescue and insolvency; (g) the enforcement of an arbitral award of a business of a commercial nature; (h) a business dispute that is between an individual, a company, co-operative, partnership, syndicate, trust or other entity which does not arise from a contract of employment; (i) disputes arising from the exploitation of oil and gas reserves or other natural resources of a commercial nature; (j) any dispute of a commercial nature arising out of insolvency, insurance claims, competition and anti-trust law or legislation, the Companies and Other Business Entities Act [Chapter 24:31], pension funds and disputes relating to pensions or the operation of a pension fund; (k) any dispute relating to the management of a business or commercial organisation, including a dispute relating to the management of business executive directors of a company and its shareholders or executive directors and the company; (l) any dispute relating to the contractual relationship or liability of a business, commercial organisation or person with other bodies or persons outside the business or commercial organisation arising out of business or commercial activities; (m) banking and financial services; (n) the restructuring or payment of commercial debts by or to a business or commercial organisation or person; and (o) any other dispute that the Judge President may designate as a “commercial dispute” upon request by any of the parties to the dispute; THE UNDERLYING DISPUTE [2] The plaintiffs are siblings and beneficiaries to their late mother Juliet Mabel Ziki`s estate. The estate is represented by the fifth defendant Tinashe Zenda. The 3 plaintiffs` express the belief that their late mother held a 50% shareholding in first defendant, a trading entity which according to Mr Chatereza (for the plaintiffs) carried “considerable” value. [3] The plaintiffs allege that efforts to ascertain the true extent of the late Juliet Mabel Ziki`s interest in Forit Contracting have been consistently frustrated amidst sustained denials by her former husband second defendant that the late Mabel held any shareholding in Forit. [4] The plaintiffs have thus approached the Commercial Division of the High Court seeking an order to compel a forensic audit of Forit Construction to extent of Juliet Mabel Ziki`s shareholding in that entity. DOES THE CLAIM COMPLY WITH R 3 (2) OF THE COMMERCIAL COURT RULES? [5] Mr Chatereza raised a two-staged argument that the matter bore the requisite (i) commercial character and (ii) commercial significance. Counsel tendered the following points in support; - On commerciality That r 3 (1) invited a liberal rather than a narrow approach that the items (a) to (n) are not exhaustive.That the claim qualified as a commercial dispute as it fell under rr 3(1) (h) and 3 (1) (j) which state that; - (h) a business dispute that is between an individual, a company, co-operative, partnership, syndicate, trust or other entity which does not arise from a contract of employment; (j) any dispute of a commercial nature arising out of insolvency, insurance claims, competition and anti-trust law or legislation, the Companies and Other Business Entities Act [Chapter 24:31], pension funds and disputes relating to pensions or the operation of a pension fund; That r 3 (1) was unclear as to which stage of the proceedings triggered the determination of whether a matter met the definition of a commercial dispute. This uncertainty carried the risk of impeding the speedy resolution of disputes, paradoxically, one of the key objectives of the court.That consideration of the commerciality of a dispute entailed the examination of the cause of action. Herein, the subject matter lay at the heart of commercial law; - the establishment of ownership of a commercial entity. It required the application and interpretation of the principal statute dealing with the constitution, incorporation, registration, management and internal administration of companies namely the Companies and Other Business Entities Act [Chapter 24:31] (“COBA”). The familial or succession origins of the dispute did not detract from the commerciality of the subject matter. In fact the issues which the parties had framed for trial confirmed the commerciality of the dispute. On commercial significance I quote Mr Chatereza` s argument in paragraph 25.10 of his written submissions; - “25.10……. It is proposed herein that significance may also relate to the significance of the matter as between the parties. This is based on the premise that transactions that are likely to have an impact on commerce in general will be far a few and this may inhibit the development of jurisprudence from this Division.” That whilst admitting that the value involved in a commercial dispute constituted an important aspect in determining commercial significance, the plaintiffs confessed a handicap in that regard. [6] Mr Madhuku for the first and second defendant urged the court to strike the matter off the roll as it was a non-commercial dispute. He contended as follows; - That the court had pronounced itself on the matter in Rosenfeldt v The Brackenhill Trust (supra) where it held at [113] that; - “[113] In the present dispute, applicant seeks to assert his rights as a beneficiary of what is for all intents and purposes, a family trust. His claim emanating from a pursuit of rights issuing from the succession laws of this country. That renders his claim clearly a non-commercial dispute.” That there was no share ownership between the parties before the court. The fact that the COBA`s provisions applied to the contested issues did not automatically convert a family law dispute to a commercial matter. [7] I may dispense of point (vii) in the above paragraph. This facts in the present matter are clearly distinguishable from those in Rosenfeldt. In the latter case, the applicant approached the Commercial Court directly with a straightforward family law dispute. [8] Herein, the plaintiffs entreat the Commercial Court to utilise its auspices and resolve a matter relating to first defendant`s shareholding. The matters may carry similarities on the underlying quest by are clearly different. ANALYSIS OF THE SUBMISSIONS Points (i) and (iii) in paragraph [5] above [9] It is correct that the interpretation of r 3 (1) must indeed be wide. The rule itself admits such a liberal approach. The result, as discussed in Rosenfeldt, Hashiti v Seedco and Savechem Pvt Ltd & Anor v Masimba Industries (Pvt) Ltd & Anor, that r 3 (1) freed a party to consider a wide array of matters in order to determine if (or prove that) its matter qualified as a commercial dispute. I observed as follows in the latter decision; - “[15] In that respect, a party whose dispute bears commercial significance ought to be able to amply demonstrate such without struggling. How they do so is entirely up to the party. As observed in Hashiti v Seedco, “[86] Further, what constitutes “commercial significance” is neither defined nor indicated in the rules. As such, the term “commercial significance” creates as much of a challenge as it does an opportunity. It extends the latitude to an earnest litigant to genuinely articulate the commerciality of its claim. Commercial significance may relate to the positive or negative impact of the dispute. [87] Impacted by such dispute may be a party`s balance sheet including share price, employees, customers, trade partners, market or regulators. Equally diverse will be the nature of the said significance. Whether earth shattering or mundane, it must be easy for a party in particular, to demonstrate commercial significance, in as much as it becomes the task of the court, to evaluate the veracity of such.” [16] The significance may therefore be drawn from an endless list of causes including the legal, and commercial. Looking inward, surely, every line, figure, proposition, model or even cells in a spreadsheet in management accounts, strategic plans and other business records should inspire the same earnest litigant to distil the true extent of a dispute`s commercial significance? These indicative suggestions are not however, an invitation for litigants to swamp the court with undigested commercial prognoses and inscrutable columns of figures.” [emphasis added] [10] Two issues emerge from the above; -firstly the duty falls initially upon the litigant and its legal practitioner to establish if indeed their dispute fits the definition of r 3(1) of the Commercial Court Rules. In other words, the selection process commences with some self-governance. Should a litigant fail in, or neglect that duty, then the next gateway is the adversary. [11] Secondly, should both parties fail, neglect or act complicitly, the court must step in to ensure that the dispute complies with the requirements of r 3 (1). Whilst further procedural mitigants are discussed in Rosenfeldt, the key issue is that a matter cannot proceed to be heard in the Commercial Division if it breaches r 3 (1). Points (ii), (iv) and (v) in paragraph [5] above. [12] I set our r 3 (1) (h) and (j) once again below; - (h) a business dispute that is between an individual, a company, co-operative, partnership, syndicate, trust or other entity which does not arise from a contract of employment; (j) any dispute of a commercial nature arising out of insolvency, insurance claims, competition and anti-trust law or legislation, the Companies and Other Business Entities Act [Chapter 24:31], pension funds and disputes relating to pensions or the operation of a pension fund; [13] The underlined wording exposes Mr. Chatereza’ s argument as untenable. It is not each and every dispute that arises in the realm of commerce that qualifies under r 3 (1). There is a qualification as to the nature of the dispute namely “business” and “commerce” which implies a trade or transactional context. This conclusion undoes the first pillar of the plaintiffs` argument. Points (ii), (iv) and (v) in paragraph [5] above. [14] I quite agree with Mr Chatereza that commercial significance may well relate to the parties themselves. But the issue reverts to the observations set out above. The significance-whatever its source or nature-must be amply demonstrated before the court. And with the confession that herein, there is nothing to aid the court in coming to some sense of the stakes involved. The submissions that the matter carries commercial significance falters. DISPOSITION [15] The plaintiffs prayed for either an exceptional accommodation of this matter in the Commercial Court, or its referral to the General Division. The prayer cannot be acceded to and I refer to my remarks in Hashiti to the following effect; - “[84] It is necessary to dispel the misconception which the order in Rosenfeldt appears to have created. In Rosenfeldt, as in the present, the applicant proposed, that in the event of the matter being disqualified as a commercial dispute, the court could exceptionally accommodate it. This request in Rosenfeldt was based on circumstances peculiar to the matter and recorded in that judgment. The court exceptionally accommodated the prayer. [85] But that grant of indulgence may have, as often happens in cases of clemency, generated misconceptions of expectation. It is therefore important that the position be clarified. The question being; -what follows a ruling that a matter is not a commercial dispute? In my view the court can exercise two possible options. The first- and to me, - more persuasive option is that once a matter is adjudged as a non-commercial dispute; - cadit quaestio. [86] The matter is immediately removed from the roll. And with such removal, the matter exits the Division. It ceases to be part of load and attention of the Commercial Court. This approach is consistent with the prescription in the rules. It also aligns with the pragmatic dictates behind the purpose of the Commercial Court discussed above. Litigants are also encouraged to consider the facility provided under r 3 (1) (o) of the Commercial Court Rules. This subrule permits parties to approach the Judge President with the request that she designates a matter as a commercial dispute.” [emphasis added] I will on that basis issue the following order; - It is therefore ordered that this matter be and is hereby struck off the roll with no order as to costs. Dube, Manikai and Hwacha-plaintiffs` legal practitioners Lovemore Madhuku Lawyers-first and second defendants` legal practitioners. [CHILIMBE J___31/3/25] 1 The High Court (Commercial Division) Rules SI 123-20 2 See Matthew Rosenfeldt v The Brackenhills Trust & 4 Ors HH 348-23, Blakey Investments (Pty) Ltd v Delta Beverages (Pvt) Ltd & 2 Ors HH 388-23; Centenary Tobacco (Pvt) Ltd v CMED HH 591-24, Hashiti &Anor v Seedco HH 615-24, Streamspace Incorporated (Pvt) Ltd v Hayes Construction (Pvt) Ltd HH 53-25 and Blakey Investments (Pty) Ltd v Delta Beverages (Pvt) Ltd & 2 Ors, Savechem Pvt Ltd & Anor v Masimba Industries (Pvt) Ltd & Anor HH 61-25. 5 HH 232-25 HCHC 65/24 5 HH 232-25 HCHC 65/24 RAPHAEL KANGAI And TAKARWISA KANGAI And TIRIVANHU KANGAI Versus FORIT CONTRACTING(PVT) LTD And ITAYI MADZIYIRE And MASTER OF THE HIGH COURT And THE REGISTRAR OF COMPANIES And TINASHE ZENDA HIGH COURT OF ZIMBABWE COMMERCIAL DIVISION CHILIMBE J HARARE 17 & 31 March 2025 Preliminary point on jurisdiction R. Chatereza for the plaintiffs L.Madhuku for first and second defendant No appearance for third, fourth and fifth defendants CHILIMBE J INTRODUCTION [1] This is a ruling on whether this matter constitutes a commercial dispute as defined by r 3 (1) of the Commercial Court Rules1. The import of r 3 (1) has been discussed in a number of decisions of this court2. I set out r 3 (1) in full hereunder; - “commercial dispute” means a dispute of a civil nature considered by the court to be of commercial significance, including any claim or application arising out of a transaction of trade or commerce but not limited to— (a) the formation of a business or commercial organisation; (b) the formation, management, transfer or dissolution of any business entity; (c) the contractual relationship of a business entity with another such entity or with another person or persons undertaken in the course of business, other than with a person or persons who are employees; (d) the contractual liability of a business or of a person engaged in a business that arises in the course of business activity other than arising from a contract of employment; (e) disputes primarily involving banking and financial services; (f) disputes relating to the restructuring or payment of business debts, including business rescue and insolvency; (g) the enforcement of an arbitral award of a business of a commercial nature; (h) a business dispute that is between an individual, a company, co-operative, partnership, syndicate, trust or other entity which does not arise from a contract of employment; (i) disputes arising from the exploitation of oil and gas reserves or other natural resources of a commercial nature; (j) any dispute of a commercial nature arising out of insolvency, insurance claims, competition and anti-trust law or legislation, the Companies and Other Business Entities Act [Chapter 24:31], pension funds and disputes relating to pensions or the operation of a pension fund; (k) any dispute relating to the management of a business or commercial organisation, including a dispute relating to the management of business executive directors of a company and its shareholders or executive directors and the company; (l) any dispute relating to the contractual relationship or liability of a business, commercial organisation or person with other bodies or persons outside the business or commercial organisation arising out of business or commercial activities; (m) banking and financial services; (n) the restructuring or payment of commercial debts by or to a business or commercial organisation or person; and (o) any other dispute that the Judge President may designate as a “commercial dispute” upon request by any of the parties to the dispute; THE UNDERLYING DISPUTE [2] The plaintiffs are siblings and beneficiaries to their late mother Juliet Mabel Ziki`s estate. The estate is represented by the fifth defendant Tinashe Zenda. The 3 plaintiffs` express the belief that their late mother held a 50% shareholding in first defendant, a trading entity which according to Mr Chatereza (for the plaintiffs) carried “considerable” value. [3] The plaintiffs allege that efforts to ascertain the true extent of the late Juliet Mabel Ziki`s interest in Forit Contracting have been consistently frustrated amidst sustained denials by her former husband second defendant that the late Mabel held any shareholding in Forit. [4] The plaintiffs have thus approached the Commercial Division of the High Court seeking an order to compel a forensic audit of Forit Construction to extent of Juliet Mabel Ziki`s shareholding in that entity. DOES THE CLAIM COMPLY WITH R 3 (2) OF THE COMMERCIAL COURT RULES? [5] Mr Chatereza raised a two-staged argument that the matter bore the requisite (i) commercial character and (ii) commercial significance. Counsel tendered the following points in support; - On commerciality That r 3 (1) invited a liberal rather than a narrow approach that the items (a) to (n) are not exhaustive. That the claim qualified as a commercial dispute as it fell under rr 3(1) (h) and 3 (1) (j) which state that; - (h) a business dispute that is between an individual, a company, co-operative, partnership, syndicate, trust or other entity which does not arise from a contract of employment; (j) any dispute of a commercial nature arising out of insolvency, insurance claims, competition and anti-trust law or legislation, the Companies and Other Business Entities Act [Chapter 24:31], pension funds and disputes relating to pensions or the operation of a pension fund; That r 3 (1) was unclear as to which stage of the proceedings triggered the determination of whether a matter met the definition of a commercial dispute. This uncertainty carried the risk of impeding the speedy resolution of disputes, paradoxically, one of the key objectives of the court. That consideration of the commerciality of a dispute entailed the examination of the cause of action. Herein, the subject matter lay at the heart of commercial law; - the establishment of ownership of a commercial entity. It required the application and interpretation of the principal statute dealing with the constitution, incorporation, registration, management and internal administration of companies namely the Companies and Other Business Entities Act [Chapter 24:31] (“COBA”). The familial or succession origins of the dispute did not detract from the commerciality of the subject matter. In fact the issues which the parties had framed for trial confirmed the commerciality of the dispute. On commercial significance I quote Mr Chatereza` s argument in paragraph 25.10 of his written submissions; - “25.10……. It is proposed herein that significance may also relate to the significance of the matter as between the parties. This is based on the premise that transactions that are likely to have an impact on commerce in general will be far a few and this may inhibit the development of jurisprudence from this Division.” That whilst admitting that the value involved in a commercial dispute constituted an important aspect in determining commercial significance, the plaintiffs confessed a handicap in that regard. [6] Mr Madhuku for the first and second defendant urged the court to strike the matter off the roll as it was a non-commercial dispute. He contended as follows; - That the court had pronounced itself on the matter in Rosenfeldt v The Brackenhill Trust (supra) where it held at [113] that; - “[113] In the present dispute, applicant seeks to assert his rights as a beneficiary of what is for all intents and purposes, a family trust. His claim emanating from a pursuit of rights issuing from the succession laws of this country. That renders his claim clearly a non-commercial dispute.” That there was no share ownership between the parties before the court. The fact that the COBA`s provisions applied to the contested issues did not automatically convert a family law dispute to a commercial matter. [7] I may dispense of point (vii) in the above paragraph. This facts in the present matter are clearly distinguishable from those in Rosenfeldt. In the latter case, the applicant approached the Commercial Court directly with a straightforward family law dispute. [8] Herein, the plaintiffs entreat the Commercial Court to utilise its auspices and resolve a matter relating to first defendant`s shareholding. The matters may carry similarities on the underlying quest by are clearly different. ANALYSIS OF THE SUBMISSIONS Points (i) and (iii) in paragraph [5] above [9] It is correct that the interpretation of r 3 (1) must indeed be wide. The rule itself admits such a liberal approach. The result, as discussed in Rosenfeldt, Hashiti v Seedco and Savechem Pvt Ltd & Anor v Masimba Industries (Pvt) Ltd & Anor, that r 3 (1) freed a party to consider a wide array of matters in order to determine if (or prove that) its matter qualified as a commercial dispute. I observed as follows in the latter decision; - “[15] In that respect, a party whose dispute bears commercial significance ought to be able to amply demonstrate such without struggling. How they do so is entirely up to the party. As observed in Hashiti v Seedco, “[86] Further, what constitutes “commercial significance” is neither defined nor indicated in the rules. As such, the term “commercial significance” creates as much of a challenge as it does an opportunity. It extends the latitude to an earnest litigant to genuinely articulate the commerciality of its claim. Commercial significance may relate to the positive or negative impact of the dispute. [87] Impacted by such dispute may be a party`s balance sheet including share price, employees, customers, trade partners, market or regulators. Equally diverse will be the nature of the said significance. Whether earth shattering or mundane, it must be easy for a party in particular, to demonstrate commercial significance, in as much as it becomes the task of the court, to evaluate the veracity of such.” [16] The significance may therefore be drawn from an endless list of causes including the legal, and commercial. Looking inward, surely, every line, figure, proposition, model or even cells in a spreadsheet in management accounts, strategic plans and other business records should inspire the same earnest litigant to distil the true extent of a dispute`s commercial significance? These indicative suggestions are not however, an invitation for litigants to swamp the court with undigested commercial prognoses and inscrutable columns of figures.” [emphasis added] [10] Two issues emerge from the above; -firstly the duty falls initially upon the litigant and its legal practitioner to establish if indeed their dispute fits the definition of r 3(1) of the Commercial Court Rules. In other words, the selection process commences with some self-governance. Should a litigant fail in, or neglect that duty, then the next gateway is the adversary. [11] Secondly, should both parties fail, neglect or act complicitly, the court must step in to ensure that the dispute complies with the requirements of r 3 (1). Whilst further procedural mitigants are discussed in Rosenfeldt, the key issue is that a matter cannot proceed to be heard in the Commercial Division if it breaches r 3 (1). Points (ii), (iv) and (v) in paragraph [5] above. [12] I set our r 3 (1) (h) and (j) once again below; - (h) a business dispute that is between an individual, a company, co-operative, partnership, syndicate, trust or other entity which does not arise from a contract of employment; (j) any dispute of a commercial nature arising out of insolvency, insurance claims, competition and anti-trust law or legislation, the Companies and Other Business Entities Act [Chapter 24:31], pension funds and disputes relating to pensions or the operation of a pension fund; [13] The underlined wording exposes Mr. Chatereza’ s argument as untenable. It is not each and every dispute that arises in the realm of commerce that qualifies under r 3 (1). There is a qualification as to the nature of the dispute namely “business” and “commerce” which implies a trade or transactional context. This conclusion undoes the first pillar of the plaintiffs` argument. Points (ii), (iv) and (v) in paragraph [5] above. [14] I quite agree with Mr Chatereza that commercial significance may well relate to the parties themselves. But the issue reverts to the observations set out above. The significance-whatever its source or nature-must be amply demonstrated before the court. And with the confession that herein, there is nothing to aid the court in coming to some sense of the stakes involved. The submissions that the matter carries commercial significance falters. DISPOSITION [15] The plaintiffs prayed for either an exceptional accommodation of this matter in the Commercial Court, or its referral to the General Division. The prayer cannot be acceded to and I refer to my remarks in Hashiti to the following effect; - “[84] It is necessary to dispel the misconception which the order in Rosenfeldt appears to have created. In Rosenfeldt, as in the present, the applicant proposed, that in the event of the matter being disqualified as a commercial dispute, the court could exceptionally accommodate it. This request in Rosenfeldt was based on circumstances peculiar to the matter and recorded in that judgment. The court exceptionally accommodated the prayer. [85] But that grant of indulgence may have, as often happens in cases of clemency, generated misconceptions of expectation. It is therefore important that the position be clarified. The question being; -what follows a ruling that a matter is not a commercial dispute? In my view the court can exercise two possible options. The first- and to me, - more persuasive option is that once a matter is adjudged as a non-commercial dispute; - cadit quaestio. [86] The matter is immediately removed from the roll. And with such removal, the matter exits the Division. It ceases to be part of load and attention of the Commercial Court. This approach is consistent with the prescription in the rules. It also aligns with the pragmatic dictates behind the purpose of the Commercial Court discussed above. Litigants are also encouraged to consider the facility provided under r 3 (1) (o) of the Commercial Court Rules. This subrule permits parties to approach the Judge President with the request that she designates a matter as a commercial dispute.” [emphasis added] I will on that basis issue the following order; - It is therefore ordered that this matter be and is hereby struck off the roll with no order as to costs. Dube, Manikai and Hwacha-plaintiffs` legal practitioners Lovemore Madhuku Lawyers-first and second defendants` legal practitioners. [CHILIMBE J___31/3/25] 1 The High Court (Commercial Division) Rules SI 123-20 1 The High Court (Commercial Division) Rules SI 123-20 2 See Matthew Rosenfeldt v The Brackenhills Trust & 4 Ors HH 348-23, Blakey Investments (Pty) Ltd v Delta Beverages (Pvt) Ltd & 2 Ors HH 388-23; Centenary Tobacco (Pvt) Ltd v CMED HH 591-24, Hashiti &Anor v Seedco HH 615-24, Streamspace Incorporated (Pvt) Ltd v Hayes Construction (Pvt) Ltd HH 53-25 and Blakey Investments (Pty) Ltd v Delta Beverages (Pvt) Ltd & 2 Ors, Savechem Pvt Ltd & Anor v Masimba Industries (Pvt) Ltd & Anor HH 61-25. 2 See Matthew Rosenfeldt v The Brackenhills Trust & 4 Ors HH 348-23, Blakey Investments (Pty) Ltd v Delta Beverages (Pvt) Ltd & 2 Ors HH 388-23; Centenary Tobacco (Pvt) Ltd v CMED HH 591-24, Hashiti &Anor v Seedco HH 615-24, Streamspace Incorporated (Pvt) Ltd v Hayes Construction (Pvt) Ltd HH 53-25 and Blakey Investments (Pty) Ltd v Delta Beverages (Pvt) Ltd & 2 Ors, Savechem Pvt Ltd & Anor v Masimba Industries (Pvt) Ltd & Anor HH 61-25.