A legal perspective on the pitfalls of informal mining partnerships in Zimbabwe, the sanctity of contracts, and how to protect your investment.
By Namatirai Ruzvidzo
It was a Tuesday morning when a thoroughly haggard but energetic young man (let us call him Tendai) walked into my office. By the look of things, this young man was coming from an environment punctuated with the harshness of the full Zimbabwean summer sun and its sheer forceful nature. His skin and strong, hard hands told the full story before he could even open his mouth. He was a seasoned artisanal miner from Kadoma, with calloused hands and a look of sheer exhaustion. Excitedly, he informed me that he had discovered a promising ‘belt’ on a claim he had pegged two years prior. Lacking the capital for an excavator and a proper milling plant, he had partnered with a Chinese businessman, who agreed to provide the equipment in exchange for a 50% share of the profits.
My first question, as a lawyer, was obviously, “Have you reduced your agreement into writing?” “We shook on it,” the young man told me, his voice excited with the prospects of reaping those promising gold nuggets. “He will bring the machinery, I will provide the claim and the labour.”
Then, the ‘belt’ yielded a spectacular strike. Suddenly, the investor argued that his equipment was worth far more than Tendai’s “sweat equity.” Within a short while, he brought in his own security personnel, locked Tendai out of the site, and claimed the operation was now entirely his. Tendai’s only proof of their agreement was a series of vague WhatsApp messages and that fateful handshake.
As a mining lawyer, I hear variations of Tendai’s story far too often. The Zimbabwean mining sector, particularly the artisanal and small to medium-scale (ASM) industry, is built on relationships. However, when those relationships fracture, the absence of a formal Joint Venture (JV) agreement transforms a profitable enterprise into a legal nightmare.
In this article, I will explore the critical importance of formalising mining partnerships, drawing lessons from recent Zimbabwean case law, statutory requirements, general contract principles and my experience as a Lawyer. Whether you are a small-scale miner seeking capital or an investor looking to enter the sector, understanding the legal framework of joint ventures is your first line of defence.
The illusion of the handshake deal
The foundation of any business relationship is governed by the law of contract. For a contract to be valid, there must be consensus ad idem, a meeting of the minds on all essential terms. While verbal agreements are legally binding in many contexts, proving their existence and exact terms in a court of law is notoriously difficult. When a matter goes to court on the back of verbal agreements, the evidence required is ardent.
In the mining industry, where capital investments are substantial and regulatory compliance is stringent, relying on a verbal agreement is similar to navigating a mine shaft without a headlamp. When disputes arise over profit-sharing, operational control or capital contributions, the party with the most resources usually prevails unless there is a written document clearly delineating rights and obligations.
The principle of pacta sunt servanda, agreements must be kept, is a cornerstone of Zimbabwean law. However, a court cannot enforce an agreement it cannot verify. A comprehensive JV agreement serves as the definitive record of the parties’ intentions, mitigating the risk of memory lapses or deliberate misrepresentation.
Lessons from the Courts: The Agrivi Open Mining Case
The necessity of precise, written agreements was recently underscored in a matter before the High Court in Bulawayo. In June 2026, the court delivered a judgment in a dispute between Agrivi Open Mining (Private) Limited and Ms Molly Dick, the holder of a Special Grant.1
The parties had entered into a Joint Venture Agreement in April 2021, under which Ms Dick allocated 50 hectares of her 186-hectare concession to Agrivi for mining operations. An addendum was later signed confirming that Agrivi had fulfilled its payment obligations and was entitled to undisturbed occupation.
However, relations deteriorated when Ms Dick claimed that one of the coordinates defining the joint venture area was incorrect, allegedly causing a boundary dispute with a neighbouring farmer. Without seeking regulatory or judicial intervention, she attempted to unilaterally disrupt Agrivi’s operations.
Justice Joel Mambara granted a final interdict protecting Agrivi from interference. The judge emphasised that contracts voluntarily entered into must be respected. He ruled that Ms Dick could not depart from the arrangement by merely asserting that a coordinate was mistaken, especially without expert survey evidence or official determination.
The court’s ruling highlighted a crucial lesson for all miners: contractual obligations cannot be suspended simply because circumstances later become inconvenient. Furthermore, the court noted that while boundary corrections could be made, they must be handled through lawful processes involving competent mining authorities, such as the Provincial Mining Director, rather than through unilateral action or self-help
This case perfectly illustrates why a meticulously drafted JV agreement, complete with verified coordinates and clear dispute resolution mechanisms, is indispensable. Had the agreement been vague, Agrivi might have lost access to their legitimate mining area.
The Regulatory landscape and the Mines and Minerals Act [Chapter 21:05]
Zimbabwe’s mining sector is primarily governed by the Mines and Minerals Act [Chapter 21:05]. The legislation establishes a comprehensive framework for the acquisition, maintenance, and transfer of mining rights. It is essential to understand that mining rights are vested in the President, and miners operate under licenses or grants issued by the state.
When forming a joint venture, parties must ensure their agreement aligns with statutory requirements. For instance, the Act mandates that certain transactions and agreements involving mining titles require the approval of the Mining Affairs Board. A JV agreement that contravenes these provisions may be deemed invalid or unenforceable.
Furthermore, the legal landscape is evolving. The proposed Mines and Minerals Bill, gazetted in 2025, seeks to introduce significant reforms, including the establishment of a Mining Cadastre Register and stricter requirements for environmental restoration. Additionally, the government’s free-carry stake policy, which mandates a 26% state shareholding in new greenfield mining projects, adds another layer of complexity for large-scale investors.
For small to medium-scale operators, these regulatory shifts underscore the need for legal counsel when drafting JV agreements. A standard template downloaded from the internet will rarely suffice in a highly regulated and dynamic environment. There is need for that human touch which often delve from previous experience. As Lawyers, when we draft agreements, we derive the content from previous mistakes and pitfalls which we would have noted from our clients.
Essential elements of a Mining Joint Venture Agreement
To prevent the scenario Tendai faced, and to avoid the litigation seen in the Agrivi case, a robust JV agreement must address several critical components as follows:
1. Clear definition of contributions
The agreement must explicitly state what each party is bringing to the venture. If one party provides the claim and the other provides capital or equipment, the valuation of these contributions must be agreed upon and documented. This prevents later disputes over “sweat equity” versus financial investment.
2. Profit and Loss distribution
A number of clients I have met over the years assume that ownership ratios are the only critical aspect which define a Joint Venture agreement. Well, I have to advise that percentages do not automatically dictate profit distribution. The agreement must detail how operational expenses are deducted, when and how profits are distributed, and crucially, how losses are allocated. This is because the Joint Venture partnership should be operated critically from a business perspective.
3. Roles, responsibilities, and control
Who makes the day-to-day operational decisions? Who handles financial reporting? The agreement must establish a clear management structure and define the scope of authority for each partner. Deadlock resolution mechanisms are vital for when partners fundamentally disagree.
Mining carries significant environmental and safety responsibilities under the Environmental Management Act and mining regulations. The JV agreement must specify who is responsible for securing permits, ensuring compliance, and bearing the cost of environmental rehabilitation. More often than not, in allocating each other profits, Joint Venture partners only allocate themselves profits but do not then make decisions on who will bear the cost of rehabilitating the environment.
5. Dispute resolution and exit strategies
Litigation is expensive and time-consuming. I always advise my clients that litigation is as a matter of last resort. Courts are not the friendliest of places. If an agreement is well-drafted, it should include mandatory mediation or arbitration clauses to resolve disputes confidentially and efficiently. Furthermore, it must outline clear exit strategies, such as buyout mechanisms or dissolution procedures, for when a partner wishes to leave or breaches the agreement.
Conclusion: Protecting the Partnership
Returning to Tendai’s story, his situation was dire but not entirely hopeless. We were eventually able to secure a settlement through mediation, leveraging evidence of the Chinese businessman’s financial deposits and witness testimonies. However, the process cost Tendai months of lost production and significant legal fees, resources that could have been saved with a simple, written agreement at the outset.
A Joint Venture agreement is not a sign of distrust; it is the ultimate expression of professionalism. It provides a clear roadmap for success and a safety net for when things go wrong. In the high-stakes world of mining, your handshake might initiate the partnership, but only a solid legal contract will protect it.
About the Author:
Namatirai Ruzvidzo is a registered Legal Practitioner, Conveyancer and Notary Public. She specialises in Commercial law, Mining law and Property law. She practices in Avondale, Harare, under the Law Firm Ruzvidzo Legal Counsel.
She can be reached on +263 784 228 534 or by emailing [email protected], copying [email protected]
