By Amo Muzambalika LLB, LLM Candidate
May 13, 2025
The
Court of Appeal’s judgment in Citibank Zambia Limited v Suhayl Dudhia (Appeal No.16/2020) [2025] ZMCA 60 is an employment law delivered on the 15th
April, 2025, addressing the tension between contractual freedom and procedural
fairness in dismissals. The case reaffirms the judiciary’s willingness to scrutinise
employer conduct, even where termination clauses appear unambiguous. The
Respondent, a senior banker, was suspended and subjected to disciplinary
proceedings over alleged misconduct. Before the hearing concluded, the employer
invoked a contractual notice clause to terminate his employment without cause.
The High Court ruled this constituted wrongful dismissal, holding that once
disciplinary proceedings commence, employers cannot bypass due process by
resorting to termination by notice. The Court of Appeal upheld this decision,
awarding 38 months’ salary in damages but reversing the costs order for lack of
vexatious conduct in accordance with Rule 44(1) of the Industrial Relations
Court Rules.
The court reinforced the principle, established in Zambia Consolidated Copper Mines Ltd v. Matale (1995-1997) Z.R 144 , that tribunals may "look behind" termination notices to assess whether procedural fairness was observed. This aligns with natural justice theories, which demand that dismissals must not only comply with contractual terms but also adhere to fundamental fairness. The decision represents a sophisticated balancing act between competing legal philosophies. It navigates the tension between classical contract theory, which emphasises strict adherence to contractual terms, and modern employment law principles that recognise power imbalances in workplace relationships. The court's rejection of Citibank's attempt to use the notice clause mid-disciplinary process reflects a growing judicial recognition that employment contracts exist within a broader framework of labour rights and protections. This approach aligns with relational contract theory, which views employment relationships as ongoing interactions requiring good faith and fair dealing, rather than simple transactional arrangements.
The
judgment makes several important contributions, firstly, it reinforces the
principle that employers cannot use contractual technicalities to circumvent
substantive justice. By examining the circumstances behind the termination,
rather than just its form, the court affirmed that procedural fairness remains
paramount even where contractual termination clauses exist. Second, the
substantial damages award acknowledges the real-world consequences of wrongful
dismissal, particularly for professionals in specialised fields like banking.
This moves beyond traditional common law approaches that limited remedies to
contractual notice periods. The decision also provides clarity on costs in labour
matters, maintaining the Industrial Relations Court's general "no
costs" rule while preserving exceptions for vexatious conduct.
This
ruling sets an important precedent for how Zambian courts will approach
termination disputes going forward. It signals to employers that while
contractual rights are important, they must be exercised in a manner consistent
with fundamental fairness. For employees, particularly those in senior
positions, the judgment offers greater protection against arbitrary dismissal.
The court's willingness to consider economic realities and reputational harm in
calculating damages may influence future cases, potentially leading to more
tailored remedies that better reflect actual losses.
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