Christine Kangwa v Scoupe International Limited (SCZ APPEAL NO. 68 OF 1998) [1998] ZMSC 113 (27 October 1998)

rN THE SUPREME COURT OF ZAMBlA HOLDEN AT LUSAKA. SCZ APPEAL NO. 68 OF 1998 CHRJSTINE KANGWA AND SCOUPE lNTERNA TIONAL LIMITED APPELLANT RESPONDENT Coram: Sakala, ADCJ, Chaila and Chirwa JJS. 27th October, 1998. For the Appellant, Mr. N. K. Dindi of Dindi and Company. For the Respondent, Mr. F. H. M. Hamakando of Hamakando, Zulu and Company. Sakala, ADCJ delivered the Judgment of the Court. JUDGMENT This is an appeal against an order of the High Court granting the respondent an interim injunction pending the hearing of the main action. For convenience the appellant will be referred to as the respondent and the respondent will be referred to as the applicant. The applicant applied, by way of originating summons for, among other claims, an injunction against the respondent restraining her from interferring with the day to day operations of the applicant's company, also from going anywhere near the applicant' s company premises and operating sites. The brief facts of the case as can be ascertained from the affidavits both in support and opposition are that, the applicant is a limited company called Scoupe International Limited. The respondent is a Director and a Shareholder of the applicant company. About 5th January, 1998 the respondent formed her own company called Scooplar Investments Limited with objectives similar to the applicant company which was generally cleaning. According to the applicant's affidavit, upon respondent incorporating her company, she embarked on a vicious campaign to wrestle existing and on going prospective contracts from the applfoant company. As a result of this, the applicant company proposed, in a Directors Meeting held on 12th January 1998, that the respondent come out of the applicant company by way of being bought out by the applicant as the formation of her company, with exactly the same objectives and almost the same name, was unethical and in conflict of interest. It was the applicant's case that the respondent had requested that the applicant company go into voluntary liquidation which the applicant company resisted. the These salient facts, as alluded to, were not in serious dispute. Upon consideration of the affidavits evidence and the submissions by both counsel the court granted the order for an interim injunction. The respondent appealed against that order. On behalf of the respondent, Mr. Dindi advanced one argument of appeal before us namely, that the applicant company had no cause of action under section 216 of the Companies Act No. 24 of I 994. The contention being that the section did not give the respondent the right of cause of action. On behalf of the applicant Mr. Hamakando pointed out that there is here a situation where one of the Directors, the respondent, also a shareholder, formed her own company with an almost similar name and similar objectives and that according to the facts on record, the respondent has gone round cancelling the contracts already entered into by the applicant company. We have very carefully considered the affidavit evidence on record and the ruling by the learned trial judge as well as the submissions by both learned counsel. On the facts of this case the learned trial judge was on firm ground by granting the interim injunction. The issue here is not whether the applicant has a cause of action or not but whether the pending the hearing of the main action the applicant should be facts disclose that granted the injuction. The respondent is not ready to resign and her conduct and operations are clearly in conflict with those of the applicant company. In our view, this was a proper case for granting an order for an injunction. The appeal is dismissed with costs to be taxed in default of agreement. E. L. Sakala, ACTING DEPUTY CHIEF JUSTICE. M. S. Chaila, SUPREME COURT JUDGE. ············································· ·······•···· ······· D. K Chirwa, SUPREME COURT JUDGE.