By Tendai Kamhungira
Lawyers representing Village Inn, a hotel in Nyanga, and judicial manager Shepherd Chimutanda have denied allegations of a forceful take-over of the hotel by Tatipano Properties, a firm linked to Nyanga South member of the National Assembly Supa Mandiwanzira.
The lawyers say the acquisition was done above board.
In papers filed with the High Court responding to allegations by Edward and Fanuel Buwu, the first and second respondents in the matter, alleging the company forcefully grabbed the hotel lawyers representing Chimutanda and Village Inn argued that “the sale of the assets of the 1st defendant was in accordance with a lawfully sanctioned scheme of arrangement.”
Edward and Fanuel Buwu had approached the High Court seeking the cancellation of the agreement between Tatipano Properties and Chimutanda, arguing the judicial manager acted unilaterally without the consent of the hotel’s shareholders.
However, the lawyers, Scanlen and Holderness said the first and second plaintiffs have no locus standi as shareholders to bring this action.
“The contractual nature of the relationship between the company and its creditors cannot be altered by shareholders.
“The shareholders have no capacity to challenge a contract between a company and a third party,” the papers read in part.
“First defendant is a company which is under a scheme of arrangement. The scheme was sanctioned by the court on January 17, 2018 and the court order was delivered to the registrar of companies in March 2018.”
“This action has been brought without leave of the court being sought and obtained. The action is accordingly incompetent and it must be dismissed with costs,” the lawyers said.
The lawyers denied allegations raised by the first and second plaintiffs on the matter saying there was no legal basis for citing the 2nd defendant in his personal capacity.
“The sale of the assets of the 1st defendant was in accordance with a lawfully sanctioned scheme of arrangement.
“The court order sanctioning the scheme of arrangement and the scheme documents were delivered to the registrar of companies as required by the law,” the papers further stated.
The lawyers said the defendant was not required to involve nor consult the 1st and 2nd plaintiffs as he derived his authority from the scheme of arrangement, “in particular the scheme document and the court order sanctioning the scheme.”
“The law does not require the 2nd defendant to obtain any resolution from the members to implement the schemes for the sale of the assets.”
Lawyers denied allegations of alleged irregularity in the transaction saying: “… There was no irregularity with regards the implementation of the scheme.
“The plaintiffs are put to strict proof thereof.”
The defendants want the claims to be dismissed with costs. DailyNews