STANMARKER MINING (PVT) LTD v METALLON CORPORATION LTD 2006 (1) ZLR 306 (H)

Flynote

Contract — interpretation — preference for a construction which leaves in place an enforceable agreement — reluctance to adopt a construction which leads to nullity except where intention of the parties is to the contrary — written agreement of partnership — obligation in a binding clause thereof to act in good faith — effect upon a related but non- binding clause

Damages — assessment — company yet to be formed — damages to be assessed on the basis of a willing buyer, willing seller transaction — need to determine what would have been the value of its shares if the company had been formed — what would a willing purchaser have been prepared to pay for such shares

Partnership — formation — essentials for an agreement to create a partnership — essentials not necessarily conclusive to the existence of a partnership — extent of contribution by particular party required — substantial contribution not essential — objectives of partnership — element of "gain" — not restricted to commercial profits — includes acquisition — joint venture in respect of a single transaction still a partnership — whether contrary intention revealed by contract — need to consider contract as a whole

Partnership — good faith — requirement for — requirement exists independently of the good faith imposed in written agreement of partnership — common law duty of good faith in respect of partnership agreements — breach by one party of duty of good faith — failure to keep the other partner informed as to the progress of negotiations with a third party during the life of the partnership agreement — unfinished partnership business after the de facto termination of the agreement — continuing duty of good faith

Omerjee J:

Practice and procedure — judgments sounding in foreign currency — when permissible — such judgment most fully and accurately compensating for loss — obligation upon plaintiff to lay a foundation for such a claim — quantum — to be converted into local currency at rate prevailing at date of enforcement