The High Court of Zimbabwe has definitively ended years of litigation over the Balwearie corporate name, ruling that a company originally registered in 1977 cannot be resurrected and that its dissolution in 2020 stands as final.
In a judgment handed down by Justice Joel Mambara, the court declared that Balwearie Holdings (Private) Limited, with Company Registration Number 45/77, lawfully ceased to exist as a legal entity in 2020 and has since lost all juristic personality. The court found any subsequent claims asserting the company's continued existence to be legally untenable.
The dispute, case number HC 1285/25, centred on a conflict between the original Balwearie Holdings (45/77) and a separate entity registered in 2020 under Company Number 1898/20, which also operates under the Balwearie Holdings name.
Former directors of the original company, led by Kurt Louis Heyns, argued it still existed and retained legal rights. They were opposed by Mr. Believe Guta and other principals of the 2020 entity, who maintained the original company was dissolved and their entity was the only legitimate bearer of the name.
Justice Mambara's ruling noted the dispute had already been subject to multiple consistent judicial determinations, all confirming Balwearie 45/77 had ceased to exist and therefore lacked the legal capacity to sue or be sued.
The judgment outlined a clear judicial history:
- In July 2020, Justice Edith Mushore issued a default judgment declaring Balwearie 45/77 dissolved and recognising the 2020 company as its successor.
- In 2021, Justice Emilia Muchawa upheld the dissolution, stating a dissolved company loses all legal standing.
- In December 2023, Justice Jester Charewa reaffirmed this, stressing the binding nature of judgments on corporate status.
- The Supreme Court dismissed an appeal on the matter in November 2021, conclusively affirming the dissolution.
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The judge addressed a controversial October 2023 rescission order by Justice Webster Chinamhora that had purportedly set aside the 2020 dissolution. Justice Mambara noted this order was later declared null and void in March 2024 by Justice Nyaradzo Munangati-Manongwa, who found the rescission proceedings fatally irregular as they were instituted in the name of a company already declared non-existent.
“It is common cause that those rescission proceedings were irregular in that they were instituted in the name of Balwearie 45/77 itself, an entity which by then had already been judicially declared non-existent,” stated Justice Mambara.
The court also dismissed arguments that property—including a 97-hectare farm in Kadoma—still registered in the dissolved company’s name could revive its legal existence. Such assets, the court held, constitute bona vacantia (ownerless property) and do not restore juristic personality.
Justice Mambara emphasised that irregular proceedings cannot resurrect a lawfully dissolved company, especially where the dissolution has been upheld by the Supreme Court. He underscored the need for finality in litigation and certainty in corporate law.
The court ordered the applicants to pay costs on a stringent solicitor-and-client scale, describing their latest application as an abuse of process given the settled nature of the issues.
The ruling conclusively confirms that Balwearie Holdings (Pvt) Ltd, Company No. 45/77, no longer exists and that only the 2020 entity, Balwearie 1898/20, is the legitimate company bearing that name.