Zingo Investment Limited v Miema Enterprises Limited

The court endorsed the Halsbury position that a court may pierce the veil not only on proof of fraud but wherever it is necessary to do justice, treating the company as identical with its controllers. The evidence showed that Mr. Njoka was the common director and shareholder of both companies, held a power of attorney from his wife, and controlled their commercial undertakings, borrowings and dealings with creditors. The court relied on Mugenyi & Company Advocates v The Attorney General to show the veil may be lifted where a company is founded on personal relationships between members.

Relying on Akiba Bank Ltd v Jetha & Sons Ltd and Dubai Bank (K) Ltd v Come-Cons Africa Ltd, the court held that an objector must exhibit evidence of a legal or equitable interest in the attached property. The proforma invoices pre-dated the appellant's incorporation on 1st September 2003, and the bill of lading and customs receipts were in the name of African Leather Limited, a different entity. Mere presence of the goods on the appellant's premises did not prove ownership.

The court reasoned that if ownership of premises sufficed, landlords would become objectors whenever a tenant's goods are proclaimed, which cannot be the law. The objector must provide ample documentation of ownership of the attached items themselves, such as receipts, invoices, delivery notes and purchase documents. The appellant's title documents to the premises and the fact that goods were proclaimed on its premises were therefore not valid grounds to sustain the objection.

Following Selle v Associated Motor Boat Company, the court reminded itself that as a first appellate court it had a duty to re-evaluate the evidence and material tendered before the High Court and draw its own conclusions, while making due allowance for the fact that it had not seen or heard the witnesses. This framing governed the court's re-assessment of the ownership documents and the veil-piercing findings.