T One C Trading and Projects (Pty) Ltd v Cape Finance Corporation (Pty) Ltd (1615/25) [2025] ZAMPMHC 22 (7 April 2025)

Key Facts

Issues

• The court evaluated the validity of the resolution (AN1) authorizing Mr. Zulu to represent the applicant in litigation. The resolution was challenged for inconsistency with CIPC records showing a different number of directors and for not explicitly authorizing the specific litigation. The court held that while general authorization to act in legal matters suffices under company law, the resolution's inadmissibility due to factual inconsistencies invalidated the applicant's standing.
• The court addressed whether the applicant had locus standi to litigate, given that the CIPC records indicated the company was in imminent de-registration and the resolution authorizing the deponent to act on its behalf was inconsistent with those records. The respondent argued the applicant was non-existent and lacked standing, while the applicant contended it was still valid. The court found the resolution inadmissible due to discrepancies and concluded the applicant had no authority to institute proceedings.

Holdings

• The court ordered the application to be struck off and made no costs order, as the applicant had no valid claim following the rejection of its authority to litigate.
• The court found the applicant's resolution inadmissible due to inconsistencies with CIPC records and lack of specific authorization for litigation. The applicant was deemed to have no locus standi as the resolution did not grant authority to institute proceedings, and the company's de-registration was not proven. The court concluded the application was incompetent.

Remedies

• The application is struck off.
• No order as to costs.

Legal Principles

• The court considered the requirement for a valid board resolution to authorize litigation, noting that while specific details are recommended for clarity, the absence of such details does not invalidate the resolution unless there is evidence of overstepping authority. However, in this case, the resolution was deemed inadmissible due to documentary discrepancies.
• The court applied sections of the Companies Act 71 of 2008, specifically section 19(1)(b) and section 20, to determine the applicant's status as a juristic person and the validity of the resolution authorizing legal proceedings. The judgment emphasized that a company must be registered to have locus standi and that inconsistencies in corporate governance documentation (resolution vs. CIPC records) rendered the resolution inadmissible.

Cited Statute

Judge Name

Passage Text

• I cannot accept the resolution submitted by the applicant as evidence of the deponent's authority to act on its behalf. The respondent's point on the inadmissibility of the resolution cannot be ignored because there is an inconsistency on the CIPC record marked as annexure 'OA9' by the respondent and the resolution that the applicant relies on. Annexure 'OA9' reflects that the deponent was the sole director in 2020, however, the resolution marked as annexure 'AN1' dated 10 February 2025 reflects the signatures of two directors.
• This case is incompetent because it was instituted without a board resolution. Consequently, the applicant had no authority to litigate on behalf of the company in these proceedings. Consequently, there is no application before me.
• Section 19(1)(b) of the Companies Act 71 of 2008 ('the Companies Act'), which states that a company has all the legal powers and capacity of an individual, except to the extent that a juristic person is incapable of exercising any such power or having such capacity, or as provided in the company's Memorandum of Incorporation ('MOI').