Amadhila duped me, pensioner claims
14 January 2022 | Justice
A 69-year-old pensioner, Tobias Mundjele, claims he was cheated out of a closed corporation he started with northern-based businessman Tobias Amadhila, despite initially acquiring the land the guest house both have an interest in operates from.
Mundjele challenged his reduced ownership in the business in the Windhoek High Court, alleging that Amadhila made him sign amended founding statements that ultimately reduced his shareholding from 50% to 20%.
The matter was, however, resolved last November when the court ruled in favour of Amadhila, with the Windhoek deputy sheriff ordering Mundjele to pay Amadhila nearly N$400 000 as well as his legal fees.
Several years before, Mundjele acquired land from the Ondangwa town council and built a guest house, which he named Nakathilo Recreation Club. He soon ran into financial difficulties, however, prompting him to approach Amadhila to assist him in resuscitating his business.
“I approached the Amadhila, who is a close family member of mine, to assist me financially to resuscitate the business… He suggested that we should form a close corporation, called Oshoto Guest House CC, in which he would hold 50% in return for assisting me financially,” Mundjele said.
It was then, in November 2004, orally agreed that the men would both own a 50% stake in the business, according to Mundjele.
The pensioner said after the agreement was reached, he was first prompted to sign an amended founding statement to change the name of the closed corporation, and then a further amendment to have his membership reduced to 20%.
In March 2008, Mundjele sought to declare the last amendment – to reduce his shareholding - declared null and void as he had not agreed thereto.
‘I never agreed’
“I never agreed to this and seek this court's permission to declare the last amendment of March 2008 of the close corporation void as I never agreed to this,” Mundjele said in a witness statement.
“It seems that I signed the last amendment of the founding statement. I must have done so acting under a unilateral mistake in that I never agreed nor intended to cede more than 50% member's interest in Oshoto Guesthouse CC to the defendant. I accept that I did not thoroughly peruse the amended founding statements every time the defendant asked me to sign them, because I had no reason to believe that he would mislead me, given that he is a close family member of mine,” Mundjele said.
Amadhila, however, disputed Mundjele’s version of events, saying he had put up the lion’s share financing for the business, while Mundjele had not contributed to its well-being since its inception.
“I have contributed in excess of 80% of the finances towards the business of Oshoto ever since March 2007. On the other hand, the respondent [Mundjele] contributed almost nothing over the past 12 years,” Amadhila said.
“I injected about N$2 million towards the business in 2008 alone; the respondent contributed nothing,” he added.
According to the businessman, the business’ financial statements had always indicated he held 80% shareholding.
“It is evident that the CC was always run on the basis that I hold 80% and [the] respondent holds a 20% member’s interest. This evidence dispels… that we had the common intention to hold 50% members’ interest each in Oshoto,” he said.
In November 2021, the deputy sheriff of the district of Windhoek ordered Mundjele to pay Amadhila N$398 627 and the costs of his legal fees.