Trans Africa Oil Limited v Willred Minerals and Energy (Private) Limited and Another (No. SC 115/26) [2026] ZWSC 18 (27 August 2026)

1Judgment No. SC 53/26Chamber Application No. SC 115/26 REPORTABLE (53) TRANS AFRICAN OIL LIMITED v (1) WILLRED MINERALS AND ENERGY PRIVATE LIMITED (2) HALGOR ESTATE PRIVATE LIMITED SUPREME COURT OF ZIMBABWE HARARE: 5 MARCH 2026, 18 MARCH 2026 & 27 AUGUST 2026 G.R.J. Sithole with K. Sabao, for the applicant S. Chigumira, for the first respondent CHIWESHE JA: This is an application for condonation for late noting of an appeal and extension of time within which to file the notice of appeal. The application is made in terms of r 50(3) of the Supreme Court Rules, 2025 (‘the rules’). The applicant intends to appeal against the whole judgment of the High Court of Zimbabwe (the court a quo) given at Harare on 5 June 2025. BACKGROUND FACTS The applicant, Trans Africa Oil Limited, is a company registered in the British Virgin Islands. The first respondent is Willred Minerals and Energy (Private) Limited and the second respondent is Halgor Estate (Private) Limited. On 10 November 2021, the applicant and the first respondent entered into an agreement in terms of which the applicant supplied fuel to the first respondent on credit. The second respondent provided security for the first respondent’s obligations by binding itself as guarantor and co-principal debtor and causing the registration of a 2Judgment No. SC 53/26Chamber Application No. SC 115/26 Surety Mortgage Bond Number 3414/2022 its over immovable property. Pursuant to the agreement, the applicant supplied fuel to the first respondent between July 2021 and November 2022, to the total value of US$1,471,423.54. The fuel was released by the National Oil Infrastructure Company of Zimbabwe (NOIC) upon the applicant’s instructions. The first respondent breached the agreement and failed to pay for the fuel supplied. Consequently, the applicant instituted proceedings a quo seeking payment of US$1,471,423.54, together with interest at the rate of 8% per annum, compounded monthly, from 31 May 2022 to the date of full and final payment. In response to the applicant’s claim, the first and second respondents raised a special plea. They contended that the Fuel Supply Agreement, the Guarantee and Indemnity Agreement, and the Surety Mortgage Bond were void ab initio for illegality. They argued that the parties concluded and performed the Fuel Supply Agreement before obtaining the requisite Exchange Control approval in terms of s 11(1) of the Exchange Control Regulations, 1996 (SI 109/1996). In response to the special plea, the applicant contended that the issue cannot be determined on the pleadings alone because it raises material disputes of fact requiring resolution at trial. The applicant further submitted that the special plea was premature and that evidence, including from the Exchange Control Authority, was necessary to establish the alleged illegality. With regard to the question of material disputes of fact, the court a quo found that no material dispute of fact existed warranting the leading of oral evidence. It found that the parties agreed that they concluded and partly performed the Fuel Supply Agreement before obtaining 3Judgment No. SC 53/26Chamber Application No. SC 115/26 Exchange Control approval. It held that the issue is one of statutory interpretation concerning the legality of the agreement, which falls within the province of the court rather than the Exchange Control Authority. Accordingly, the court dismissed the applicant’s preliminary objection and upheld the respondents’ entitlement to raise the issue of illegality by way of a special plea. On the question of the legality of the agreement between the parties, the court a quo found that the Fuel Supply Agreement was void ab initio. It found that the illegality was compounded by the fact that the parties concluded and partly performed the contract without first obtaining the Exchange Control approval required under s 11 of the Exchange Control Regulations, 1996 (SI 109/1996), notwithstanding that such approval was a condition precedent under the agreement. It held that contracts concluded in contravention of the law are illegal and unenforceable. It therefore upheld the respondents’ special plea and dismissed the applicant’s preliminary objection on the alleged disputes of fact. It further dismissed the applicant’s claim with costs. Aggrieved by the decision of the court a quo, the applicant seeks to appeal against the decision of the court a quo . However, it is out of time, hence the present application for condonation for late noting of the appeal and extension of time within which to appeal. In motivating the present application, the applicant argues that it did not waste time in seeking condonation and extension of time within which to appeal. However, it concedes that it has repeatedly filed several defective applications of this nature. In explaining the delay, it argues that its legal practitioners had mistakenly filed a defective notice of appeal in a rush to beat the dies induciae. 4Judgment No. SC 53/26Chamber Application No. SC 115/26 With regard to the prospects of success, the applicant argues that the intended appeal enjoys bright prospects of success. It submits that the court a quo did not take into account its submissions. It also submits that there were material disputes of fact which could not be resolved on the papers but through calling viva voce evidence at trial. The appellant further argued that the court a quo erred in failing to exercise its mind on the agreement as some of the transactions were made after the exchange control approval had been acquired and as such, the court a quo ought to have given effect to those transactions. The applicant further argues that the balance of convenience favours the granting of the present application. It argues that the first respondent cannot rely on the illegality of the agreement when it consumed fuel in excess of USD$1 million. It states that the first respondent does not dispute receiving and consuming the fuel in question and as such, the scales of justice should lean towards granting the application. The applicant further argues that in order to achieve finality in litigation, it should be allowed to exercise its right to appeal and the present dispute between the parties be put to rest once and for all on appeal. In contrast, the respondents argue that the applicant has failed to provide a reasonable explanation for its inordinate delay in noting the appeal. They argue that the applicant’s legal practitioners only attempted to file the appeal at the eleventh hour on the last day of the dies induciae. They argue that the applicant produced no independent evidence, such as an affidavit from registry officials, to substantiate their allegations of difficulties with the electronic filing system. They further contend that the applicant has failed to account for the numerous unexplained 5Judgment No. SC 53/26Chamber Application No. SC 115/26 delays between its successive defective applications for condonation. They argue that such conduct demonstrates gross negligence and a piecemeal approach to the litigation. The respondents further submit that the applicant has no prospects of success on appeal because the proposed notice of appeal is defective, prolix and fails to raise any sustainable challenge to the judgment of the court a quo. They maintain that the Fuel Supply Agreement expressly made Exchange Control approval a condition precedent, yet the parties executed and performed the agreement before obtaining the requisite approval. According to the respondents, the applicant repeatedly admitted in its pleadings that the agreement was concluded and transactions commenced without Exchange Control approval, rendering oral evidence unnecessary. The respondents also argue that the court a quo correctly upheld the special plea after finding that the agreement contravened s 11(1) of the Exchange Control Regulations by creating an obligation to make payment outside Zimbabwe before the requisite approval had been obtained. They submit that the subsequent grant of Exchange Control approval could not cure the illegality because the approval ought to have been obtained before the agreement was concluded and implemented. They therefore contend that the agreement was unlawful and unenforceable from inception. The respondents further contend that the applicant cannot rely on principles of equity, unjust enrichment or public policy because its claim before the court a quo was founded solely on breach of contract and specific performance. They argue that those doctrines were neither pleaded nor relied upon in the summons and declaration and cannot be introduced to defeat 6Judgment No. SC 53/26Chamber Application No. SC 115/26 the special plea. Accordingly, they submit that the applicant has failed to demonstrate any prospects of success and pray that the application for condonation be dismissed with costs. PRELIMINARY ISSUE During the course of preparation of this judgment, the Court's attention was drawn to a recent decision of the High Court, Levi v Magaya HH 153/26 (the Levi case), which appeared to address legal issues substantially similar to those arising in the present matter. In the interests of fairness and in keeping with the audi alteram partem principle, the Court considered it appropriate to invite the parties to address it on the relevance, if any, of that decision to the determination of this application. Accordingly, through the Registrar, the parties were directed to file supplementary submissions on the judgment. In response, the applicant filed its submissions on 12 June 2026. The respondents filed their submissions on 16 June 2026. However, on the same day, the respondents filed a notice of withdrawal of their submissions. Nonetheless, on 22 June 2026, the applicant filed its submissions in response to the respondents’ submissions. The court will therefore proceed to determine the present matter in light of the submissions by the applicant. THE APPLICANT’S SUBMISSIONS ON LEVI v MAGAYA HH 153/26 The applicant submits that the court a quo erred in upholding the respondents’ defence of illegality, arguing that the Fuel Supply Agreement does not contravene the Exchange Control Regulations and is therefore valid and enforceable. It contends that the respondents should not be permitted to rely on regulatory provisions to evade their obligation to pay a legitimate commercial debt. 7Judgment No. SC 53/26Chamber Application No. SC 115/26 The applicant further argues that the respondents, having freely entered into the agreement, received and utilised the fuel supplied, and provided a mortgage bond as security for the debt, are estopped from relying on illegality to avoid their contractual obligations. It submits that the respondents cannot retain the benefits of the agreement while simultaneously repudiating its validity. The applicant further contends that public policy favours the enforcement of commercial agreements and the prevention of unjust enrichment. In the alternative, it argues that even if the agreement were to be found to be tainted by illegality, the in pari delicto rule should be relaxed to prevent the respondents from retaining the benefits of the agreement without paying for the fuel supplied. ISSUE FOR DETERMINATION Whether or not the applicant has satisfied the requirements for success in applications of this nature. THE LAW What the Court has regards to when confronted with an application for condonation and extension of time within which to appeal has long been settled. An applicant is required, by r 51(3) to set out in the founding affidavit, the reasons why the appeal was not entered in time. He or she must give sufficient reasons to the satisfaction of the Court for the grant of the relief. As stated by MALABA JA (as he then was) in Maheya v Independent Africa Church 2007 (2) ZLR 319 (S) at 323A-C: “The question for determination is whether the applicant has shown good cause for the reinstatement of the appeal. In considering applications for condonation of non-compliance with its Rules, the court has a discretion which it has to exercise judicially in the sense that it has to consider all the facts and apply established principles bearing in mind that it has to 8Judgment No. SC 53/26Chamber Application No. SC 115/26 do justice. Some of the relevant factors that may be considered and weighed one against the other are: the degree of non-compliance; the explanation therefor; the prospects of success on appeal; the importance of the case; the respondent`s interests in the finality of the judgment; the convenience to the court and the avoidance of unnecessary delays in the administration of justice.” (My emphasis) It is important to note that the factors that have to be considered are considered cumulatively and not in isolation from one another. See Fernicary Farm t/a Rutendo Farm v Des Moines Farm (Pvt) Ltd SC 82/25 at p 5 and Bwititi v Stanley Farms (Pvt) Ltd & Ors SC 112/21 at p 5. APPLICATION OF THE LAW TO THE FACTS. 1. Extent of delay and explanation thereof The judgment was granted on 3 June 2025. The applicant ought to have filed its appeal by 24 June 2025. It failed to do so. It filed a series of applications for condonation and extension of time within which to appeal under SC 418/25, SC 567/25, and SC 715/25. They were all struck off the roll for failure to comply with the rules. To date, the applicant has delayed in noting a valid notice of appeal by a year. Such delay is inordinate. In explaining the delay, the applicant attributes it to attempts to file the notice of appeal on the last day of the dies indiciae for filing the same. The notice of appeal was rejected by the Registrar of this Court. Thereafter, it encountered challenges with its series of applications for condonation for late noting of an appeal and extension of time within which to file the appeal. The applications were all struck off the roll. In my view, the explanation is not satisfactory. Since the applicant has demonstrated its desire to impugn the decision of the court a quo, such determination should be exercised vigilantly. 9Judgment No. SC 53/26Chamber Application No. SC 115/26 It is trite that a litigant seeking indulgence ought to put the court into confidence that the indulgence is not being sought only for the sake of asking for it. Condonation is not simply granted by the mere fact that a party has sought it. This was emphasized by ZIYAMBI JA in Zimslate Quartzite (Pvt) Ltd & Ors v Central African Building Society S 34/17 at p 7 as follows: “An applicant, who has infringed the rules of the court before which he appears, must apply for condonation and in that application explain the reasons for the infraction. He must take the court into his confidence and give an honest account of his default in order to enable the court to arrive at a decision as to whether to grant the indulgence sought. An applicant who takes the attitude that indulgences, including that of condonation, are there for the asking does himself a disservice as he takes the risk of having his application dismissed.” In light of the above authorities, condonation is thus an indulgence granted when the court is satisfied that there is “good and sufficient cause” for condoning non-compliance with the rules. Good and sufficient cause is assessed by considering, cumulatively, the extent of the delay, the explanation for that delay and the strength of the applicant’s case on appeal, or the prospects of its success. See Bonnyview Estates (Pvt) Ltd v Zimbabwe Platinum Mines (Pvt) Ltd & Anor SC 58/18. In casu , the applicants’ explanation for the delay is unreasonable as the law protects the vigilant and not the sluggard. The applicant has failed to satisfy this requirement. 2. Prospects of success Having found that the explanation for the delay is not satisfactory and that the delay is inordinate, the applicant’s hope lies in the prospects of success of its intended appeal. In Viking Woodwork (Pvt) Ltd v Blue Bells Enterprises (Pvt) Ltd 1998 (2) ZLR 249 (S) at 251, it was stated that: “Where the explanation for the delay is far from satisfactory, the court will still exercise its discretion in favour of granting the indulgence of condonation provided the proposed appeal is arguable. The role of the judge in an application of this nature is to stand sentinel at the gates of the court guarding against those desirous of making a grand entrance into the court with unarguable appeals. In respect of those, the gate must be firmly shut.” 10Judgment No. SC 53/26Chamber Application No. SC 115/26 In casu, the applicant has raised 9 prospective grounds of appeal as follows: “GROUNDS OF APPEAL. 1. The court a quo grossly misdirected itself and erred at law in arriving at a decision which is devoid of any reasoning pertaining to why the arguments raised by the appellant were dismissed. A fortiori, the court's judgment failed to relate to the appellant's case thus rendering the judgment devoid of any judicial analysis on the issues raised by the appellant in resisting the special plea. 2. A fortiori, the court a quo erred and misdirected itself in the Wednesbury sense when it failed to relate to and failing to interpret the import and effect of the suspensive condition/condition precedent per clause 3 of the supply agreement, in its judgment, thus, failing to answer a live issue which was before it. 3. The court a quo erred in law by upholding the special plea in bar and dismissing the appellant's claim in its entirety on the basis of illegality under section 11(1) of the Exchange Control Regulations, 1996 (S.I. 109/1996), without hearing oral evidence, despite the existence of material and genuine disputes of fact concerning the application of Exchange Control Regulations and Directives in fuel transactions, in particular, the requisite Exchange Control Authority responsible for approving fuel transaction. 4. The court a quo misdirected itself by failing to appreciate that cash fuel purchase transaction was a separate and independent transaction, that required and received Exchange Control approval by the requisite Exchange Control Authority namely, the Authorised Dealer or the commercial bank, thus, the agreement was lawful. 11Judgment No. SC 53/26Chamber Application No. SC 115/26 5. The court a quo erred in failing to consider that if Exchange Control approval was absent from the onset thus allegedly rendering the Fuel Supply Agreement illegal, the first respondent would not have been able to take delivery of fuel between July 2021 and July 2022, and would not have been able to make payments to the Appellant's foreign bank account through its local bankers or Authorised Dealer prior to July 2022, as all these transactions would have been based on an alleged illegality. 6. The court a quo grossly misdirected itself in the Wednesebury sense when it overlooked the fact that the responsibility to secure Exchange Control approval lay on the first and second Respondents, as the local counterparties to the fuel transactions, therefore the respondents were estopped from raising illegality as part of their defence to the claim a quo. 7. The court a quo erred in failing to find that the Exchange Control Approval granted on 22 July 2022 regularized the Agreement, or at the very least rendered it enforceable from that point onwards. 8. The court a quo erred in law and in fact by holding that the Fuel Supply Agreement was void ab initio , when at the time the Plaintiff filed its summons and declaration, Exchange Control approval had already been obtained, thus, the existence of such approval at the time of instituting the claim the agreement was valid and enforceable at law. 9. The court a quo erred in failing to apply the doctrine of equity, unjust enrichment and public policy, which militates against allowing the respondents to retain fuel worth over 12Judgment No. SC 53/26Chamber Application No. SC 115/26 USS1.4 million without making payment, after having received the benefit of the contract, thereby allowing the respondents to benefit from their own wrongdoing.” Although the Applicant raises several grounds of appeal, they essentially converge on one central question, namely, whether the court a quo correctly found that the Fuel Supply Agreement was void ab initio on account of illegality arising from non-compliance with the Exchange Control Regulations. It is against this issue that the applicant’s prospects of success fall to be assessed. At this stage, the Court is not required to determine the merits of the intended appeal, but only whether the applicant has raised an arguable case deserving of consideration on appeal. A proposed appeal is arguable where the grounds advanced raise a genuine legal issue which is not frivolous or devoid of merit. In casu, the applicant contends that the court a quo erred in finding the agreement illegal without considering the effect of the suspensive condition, the subsequent Exchange Control approval, the nature of the individual fuel transactions, and the conduct of the parties in performing the agreement. These issues raise questions regarding the proper interpretation and application of the Exchange Control Regulations and the legal consequences of subsequent compliance with regulatory requirements. The applicant’s intended appeal therefore raises a bona fide legal challenge to the finding of illegality, warranting consideration by this Court. Section 11 of the Regulations is the key provision governing payments outside Zimbabwe. It states as follows: “11 Unless otherwise authorised by an exchange control authority, no Zimbabwean resident shall- (a) Make any payment outside Zimbabwe; or (b) Incur any obligation to make a payment outside Zimbabwe” 13Judgment No. SC 53/26Chamber Application No. SC 115/26 Section 11 of the Exchange Control Regulations is couched in mandatory and prohibitory terms. It prohibits a Zimbabwean resident from either making a payment outside Zimbabwe or incurring an obligation to make such payment unless prior authorization has been obtained from an exchange control authority. The provision is directed not only at the actual externalisation of funds under para (a), but also at the earlier stage of assuming a contractual obligation to make payment outside Zimbabwe under para (b). The use of the words "unless otherwise authorised" signifies that prior approval is a condition precedent to the lawful incurrence of such obligations. Consequently, any agreement that obliges a Zimbabwean resident to make payment outside Zimbabwe without the requisite exchange control approval falls within the ambit of the prohibition and is prima facie unlawful. The purpose of the provision is to regulate and control the outflow of foreign currency from Zimbabwe by ensuring that cross-border payment obligations are incurred only with the approval of the designated exchange control authority. Whether a particular agreement contravenes the section, however, depends on the proper construction of its terms and the factual circumstances under which the payment obligation arose. In Levi v Magaya supra, the High Court held that an agreement involving a foreign party was not automatically rendered void merely because Exchange Control approval had not been obtained before its conclusion. The court found that the Exchange Control Regulations are aimed at regulating unauthorised external payments by Zimbabwean residents and refused to allow a party who had received and benefited from foreign funds to rely on alleged illegality to evade its contractual obligations. Although the respondents, in their submissions, contend that the Levi case supra is distinguishable because the present agreement expressly made Exchange Control approval a condition precedent, the decision nevertheless raises substantially similar questions regarding the 14Judgment No. SC 53/26Chamber Application No. SC 115/26 proper interpretation of s 11 of the Exchange Control Regulations and the effect of subsequent approval, thereby lending support to the applicant's contention that its intended appeal is arguable. Further, the respondents contend that the applicant cannot raise, on appeal, the issues of unjust enrichment and in pari delicto as these had not been pleaded a quo. However, it is common cause that fuel was supplied but not paid for. It is also common cause that the parties knew, or ought to have known, that Exchange Control approval had not been obtained but nonetheless proceeded to enter into and execute the agreement. Surely the issues of unjust enrichment and in pari delicto are discernible from the facts. The respondents cannot be prejudiced if such issues were raised on appeal. They are points of law which can be raised at any stage. In the Levi case supra, TAKUVA J at p 4 observed as follows: “It is noteworthy that in both cases it is the defendant resisting payment. However, the equities are vastly different. In casu, the defendant solicited the foreign investment, received the full benefit US$ 3000000.00 in foreign currency, and now seeks to retain this windfall by crying “illegality.” In my view this becomes a classic case of a party seeking to use a statute as an engine of fraud, a position the courts will not countenance -see Hatting & Ors v van Kleek 1997(2) ZLR 240(S) ZLR 240(S) at 245E where the court stated that: ‘The cases clearly show that where a contract is on the face of it legal but, by reason of a circumstance known to one party only, is for bidden by statute, it may not be declared illegal so as to debar the innocent person from relief; for to deprive the innocent person of his rights would be to injure the innocent, benefit the guilty and put a premium on deceit.’” TAKUVA J further noted as follows: “Hattingh is on all fours with the present matter in that the plaintiff, a foreign national, provided investment capital, which was paid into accounts nominated by the defendant. In my view, the agreement itself is valid in that it does not violate the regulations. As regards the promissory note, its preamble clearly states that the amount owing shall be paid either to a foreign account or to any other account which the creditor so directs. No mandatory obligation to pay outside the country or to break the law is made in the promissory note or in the agreement that forms a core part of the cause of action. Defendant has failed to show the inflow of US$3000000.00 for his benefit constitutes a contravention of the out bound payment obligation as it did in Barker and Hatting or the internal parallel market trade did in Innscor.” 15Judgment No. SC 53/26Chamber Application No. SC 115/26 Lastly, the court stated as follows: “The law of equity and the principle that a party cannot benefit from their own wrong stand firmly against such a position. To hold otherwise would be to sanction an absurdity in that a resident could induce a foreign investor to deposit funds into an offshore account, accept the benefit, and then refuse to re-pay the loan because the investor had complied with their instructions.” The reasoning in Levi v Magay supra, HH 153/26 is highly persuasive and applicable to the present matter. Although the respondents seek to distinguish that decision on the basis that the Fuel Supply Agreement expressly made Exchange Control approval a condition precedent, the underlying legal issue remains the same, namely whether the absence of prior Exchange Control approval automatically renders an agreement void and unenforceable notwithstanding the parties’ subsequent performance of their obligations. In both matters, the respondents voluntarily entered into commercial agreements, received substantial benefits under those agreements, and only invoked illegality after the time came to honour their reciprocal obligations. As observed by TAKUVA J , the Exchange Control Regulations were enacted to regulate the unauthorised externalisation of foreign currency and not to provide a convenient escape route for parties seeking to avoid paying lawful commercial debts after receiving the benefit of the bargain. In the premise, it is established that the applicant has an arguable case on appeal. 3. Balance of convenience The balance of convenience favours the granting of the application. The applicant seeks an opportunity to ventilate an intended appeal that raises an arguable question of law concerning the interpretation and application of the Exchange Control Regulations to the Fuel Supply Agreement. On the other hand, the respondents will suffer no irreparable prejudice if condonation is granted, as they will merely be required to defend the appeal on its merits. Conversely, refusal of condonation would permanently shut the applicant out of the appellate process and deny it the opportunity to challenge a judgment that dismissed a claim exceeding US$1.4 million. In the interests of justice, it is preferable that the dispute be determined on its merits rather than on procedural default. 16Judgment No. SC 53/26Chamber Application No. SC 115/26 4. The matter is undoubtedly important. Apart from involving a substantial commercial claim, it raises important questions concerning the legal consequences of non-compliance with the Exchange Control Regulations, the effect of subsequent regulatory approval, and the enforceability of commercial agreements involving cross-border transactions. These are issues of considerable significance not only to the parties but also to commercial entities engaged in international trade. The importance of the matter therefore weighs in favour of granting condonation. 5. The respondent's interest in the finality of the judgment It is accepted that the respondents have a legitimate interest in the finality of litigation. However, that interest is not absolute and must be balanced against the applicant’s right to pursue an appeal where an arguable case exists. Although there has been delay, the applicant has consistently demonstrated an intention to prosecute its appeal by filing successive applications for condonation after its earlier attempts were struck off for procedural defects. The respondents cannot therefore claim to have been lulled into believing that the litigation had finally come to an end. In these circumstances, the respondents’ interest in finality does not outweigh the interests of justice in permitting the appeal to proceed. 6. The convenience to the Court The grant of condonation will not occasion any inconvenience to this Court beyond that ordinarily attendant upon the hearing of an appeal. On the contrary, hearing the appeal will allow this Court to pronounce authoritatively on important legal questions concerning the interpretation of the Exchange Control Regulations and the effect of subsequent regulatory approval on contracts already concluded. Such clarification is likely to assist lower courts and 17Judgment No. SC 53/26Chamber Application No. SC 115/26 litigants in future cases involving similar commercial transactions. This factor therefore favours the grant of condonation. 7. The avoidance of unnecessary delays in the administration of justice Although the applicant's conduct resulted in delay, refusing condonation would not necessarily advance the administration of justice where the intended appeal raises bona fide and arguable issues of law. The purpose of condonation is to enable the Court, in appropriate cases, to prevent procedural non-compliance from defeating substantive justice. The delay, while regrettable, can adequately be compensated by an appropriate order as to costs if necessary. The overriding consideration remains whether the interests of justice require that the appeal be heard. Given the arguable nature of the intended appeal and the importance of the issues raised, the administration of justice is better served by allowing the matter to proceed to determination on its merits. DISPOSITION Considering all the relevant factors cumulatively, I am satisfied that the interests of justice favour the granting of condonation. Although the delay in noting the appeal is substantial and the explanation therefor is less than satisfactory, the applicant has demonstrated that the intended appeal is not frivolous and raises arguable questions concerning the legality and enforceability of the Fuel Supply Agreement. The dispute involves a substantial commercial claim and important issues of statutory interpretation that warrant consideration by this Court. The prejudice to the respondents is limited to having to defend an appeal on its merits, whereas refusal of condonation would permanently deprive the applicant of the opportunity to challenge the judgment of the court a quo. In the exercise of my discretion, I am therefore 18Judgment No. SC 53/26Chamber Application No. SC 115/26 satisfied that good and sufficient cause has been shown. The application for condonation for the late noting of the appeal and extension of time within which to note the appeal should be granted. Accordingly, it is ordered as follows: 1. The application for condonation for non-compliance with the rules be and is hereby granted. 2. The application for extension of time within which to file and serve a notice of appeal in terms of the rules be and is hereby granted. 3. The applicant shall file and serve its notice of appeal within seven days from the date of this order. 4. There shall be no order as to costs. Mlotshwa Solicitors, applicant’s legal practitioners. Zvobgo Attorneys, 1st respondents’ legal practitioners.