Appeal against company’s acting boss thrown out

THE Supreme Court has confirmed that a company resolution to appoint Mr Munyaradzi Gonyora as acting managing director of Adlecraft Investments was valid and that he has legally taken over in the post.

The ruling follows an appeal by two top employees, Ms Cassandra Myburgh and Mr Colin Baker, against the decision of the High Court that first ruled Mr Gonyora could run Adlecraft as acting managing director.

The two were challenging their suspension from the company over improper conduct. The court ruling is the latest in the protracted wrangle over control of Adlecraft Investments between Mr Ofer Sivan and his former business partner Mr Gilad Shabtai.

Mr Sivan was in 2011 appointed director and from around 2015 he spearheaded the company as its managing director. Mr Sivan left the country for some time last year and as a result, the remaining board members resolved that Mr Gonyora be appointed the company’s acting managing director with effect from August 18, 2021 regardless of whether Mr Sivan returned.

According to the company resolution, Mr Gonyora would continue to operate in the capacity of managing director of Adlecraft until such time as the board appoints a substantive managing director.

Following his appointment as acting managing director, Mr Gonyora went to the company’s premises to commence his new duties at the head office, but Mr Baker barred him from accessing the premises and further dispossessed him of his company vehicle keys.

Thereafter, in an attempt to avoid a scene, he proceeded to the company’s workshop, for the purpose of exercising his functions. Again Ms Myburgh, like Mr Baker, verbally abused and barred him from accessing the premises.

Following the actions of the two, the board resolved to institute disciplinary proceedings against them. They were suspended from employment.

Despite the suspension, the two resorted to locking up both the head office and the workshop, thereby, blocking the acting managing director from accessing the premises, which allegedly prejudiced the operations of the company.

The company then sought relief at the High Court against the two employees, arguing that Mr Gonyora was prevented from exercising his functions and that the employees had taken the law into their own hands as they had no right to barricade his access to either the head office or the workshop and the company’s assets. The High Court agreed with the company.

Dissatisfied with the lower court decision, Ms Myburgh and Mr Baker approached the Supreme Court on appeal arguing that Mr Gonyora had no authority to act in such capacity as the resolution that gave him that acting position was a fraud.

But a three- judge panel of Justices Susan Mavangira, Chinembiri Bhunu and George Chiweshe upheld the High Court’s decision.

Writing the judgment for the court, Justice Mavangira took the view that the lower court correctly granted the company relief in view of the fact that a director who intended to exercise control of the company, as authorised and mandated, was denied access to it and to its premises and assets.

“The court has determined that the board resolution authorising Mr Gonyora to act as managing director was valid,” said Justice Mavangira.

She ruled that the evidence before the High Court clearly established that the company had resolved that its day-to-day business operations, leadership of employees as well as other administrative functions, were to be executed by Mr Gonyora, whose authority the two employees set out to challenge and frustrate.

“The appellants thus took it upon themselves to unlawfully wrestle with their employer, the respondent company, and despoil it by preventing its authorised agent in the person of its authorised acting managing director, Gonyora, from performing his functions on behalf of and for the benefit of the respondent company,” said Justice Mavangira.

Justice Mavangira said in this case, Ms Myburgh and Mr Baker cannot escape an order of costs of suit.