Namibia Case Law

Arcetype Project Consultants Close Corporation v Pondola Women Trading CC and Others (HC-MD-CIV-ACT-CON-2022/01972)

Arcetype Project Consultants Close Corporation v Pondola Women Trading CC and Others (HC-MD-CIV-ACT-CON-2022/01972) [2023] NAHCMD 690 (1 November 2023)

Court

High Court Main Division

Case number

HC-MD-CIV-ACT-CON-2022/01972

The plaintiff failed to make out a prima facie case that the member defendants carried on the business of the first defendant recklessly or with gross negligence, or that there was a gross abuse of the juristic personality justifying piercing the corporate veil. The evidence showed the first defendant acted with an honest and justifiable belief in obtaining financing, and there was no evidence of personal benefit or improper conduct by the member defendants. Therefore, absolution from the instance was granted.

Source excerpt

• Absolution from the instance
• Reckless trading
• Gross negligence
• Piercing the corporate veil
• Close corporations liability

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Adforce Namibia CC v Blackthorn Investments (Pty) Ltd and Others (HC-MD-CIV-ACT-CON-2019/03391)

Adforce Namibia CC v Blackthorn Investments (Pty) Ltd and Others (HC-MD-CIV-ACT-CON-2019/03391) [2023] NAHCMD 640 (11 October 2023)

Court

High Court Main Division

Case number

HC-MD-CIV-ACT-CON-2019/03391

The AOD was validly executed by a majority of the first defendant's directors/shareholders, who had not formally resigned at the time. The AOD constituted an enforceable acknowledgment of debt, not subject to the alleged condition of further payment. The first defendant's defences based on lack of authority, resignation, or breach of shareholder agreement were rejected. The debt became payable on demand after the opening of the Centurion store, and the first defendant failed to perform.

Source excerpt

• Acknowledgment of debt
• Shareholder agreements
• Authority of directors
• Parole evidence rule
• Repayment of loans

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Shilamba v Chidino Cha Luchindo (Pty) Ltd (HC-MD-CIV-ACT-OTH- 1230 of 2022)

Shilamba v Chidino Cha Luchindo (Pty) Ltd (HC-MD-CIV-ACT-OTH- 1230 of 2022) [2022] NAHCMD 611 (10 November 2022)

Court

High Court Main Division

Case number

HC-MD-CIV-ACT-OTH- 1230 of 2022

The High Court dismissed a summary judgment application after finding bona fide factual disputes and counterclaims over alleged company payments and shareholder-register rectification.

• Summary judgment
• Shareholder disputes
• Company payments
• Counterclaims
• Summary-judgment
• Company-law

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Serogwe v Serogwe (SA 61 of 2020)

Serogwe v Serogwe (SA 61 of 2020) [2022] NASC 34 (28 October 2022)

Court

Supreme Court

Case number

SA 61 of 2020

The Supreme Court of Namibia dismissed an appeal against the cessation of a member’s interest in a close corporation, granting condonation for a late rule 11(10) report.

• Close corporation membership cessation
• Condonation for procedural non-compliance
• Appeal procedure
• Costs orders
• Close-corporation-law
• Condonation

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Geokey Consult CC v Imprint Investments (Pty) Ltd (HC-MD-CIV-ACT-CON- 3322 of 2021)

Geokey Consult CC v Imprint Investments (Pty) Ltd (HC-MD-CIV-ACT-CON- 3322 of 2021) [2022] NAHCMD 554 (14 October 2022)

Court

High Court Main Division

Case number

HC-MD-CIV-ACT-CON- 3322 of 2021

High Court ruling dismissing a company’s application for security for costs, while awarding ordinary wasted costs for non-compliance with a prior court order.

• Security for costs
• Costs orders
• Wasted costs
• Discretion of court
• Security-for-costs
• Wasted-costs

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China Harbour Engineering Company (Pty) Ltd v Indigenuos People Business Forum (HC-MD-CIV-MOT-GEN 22 of 2021)

China Harbour Engineering Company (Pty) Ltd v Indigenuos People Business Forum (HC-MD-CIV-MOT-GEN 22 of 2021) [2022] NAHCMD 544 (11 October 2022)

Court

High Court Main Division

Case number

HC-MD-CIV-MOT-GEN 22 of 2021

High Court liquidation matter on whether the applicant proved a due and payable debt under section 350(1)(a)(i) of the Companies Act.

• Winding up
• Commercial insolvency
• Settlement agreement
• Mortgage bonds
• Provisional-liquidation
• Companies-act

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Von Luttichau and Others v Van Straten N.O. and Others (HC-MD-CIV-MOT-GEN 301 of 2021)

Von Luttichau and Others v Van Straten N.O. and Others (HC-MD-CIV-MOT-GEN 301 of 2021) [2022] NAHCMD 365 (26 July 2022)

Court

High Court Main Division

Case number

HC-MD-CIV-MOT-GEN 301 of 2021

High Court decision refusing rescission of an ex parte order establishing a commission of enquiry in three liquidations.

• Rescission of judgment
• Ex parte applications
• Commission of enquiry
• Locus standi
• Prescription of claims
• Liquidation proceedings

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TiAuto Wholesalers (Pty) Ltd v Van Rensburg Holdings CC (HC-MD-CIV-MOT-GEN 135 of 2021)

TiAuto Wholesalers (Pty) Ltd v Van Rensburg Holdings CC (HC-MD-CIV-MOT-GEN 135 of 2021) [2022] NAHCMD 328 (1 July 2022)

Court

High Court Main Division

Case number

HC-MD-CIV-MOT-GEN 135 of 2021

Applicant failed to strictly comply with section 69(1)(a) of the Close Corporations Act regarding service of demand at the registered office, and failed to establish respondent's indebtedness due to a compromise with the holding company. No prima facie case for provisional winding-up was made out.

Source excerpt

• Provisional liquidation
• Close corporations
• Service of demand
• Compromise
• Indebtedness

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Van Straten N.O and Another v Okaputa (Proprietary) Limited (HC-MD-CIV-MOT-GEN 121 of 2022)

Van Straten N.O and Another v Okaputa (Proprietary) Limited (HC-MD-CIV-MOT-GEN 121 of 2022) [2022] NAHCMD 312 (23 June 2022)

Court

High Court Main Division

Case number

HC-MD-CIV-MOT-GEN 121 of 2022

The applicants were duly authorised to institute liquidation proceedings under the Companies Act, 2004. Bank Windhoek, as a creditor with a direct and substantial interest, was entitled to intervene. Okaputa (Proprietary) Limited was found to be commercially insolvent as it could not meet its debts as they fell due, justifying a provisional order of liquidation.

Source excerpt

• Authority to institute proceedings
• Liquidation of companies
• Intervention by creditors
• Urgency in motion proceedings
• Powers of trustees
• Provisional liquidation

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Van Wyk v Windhoek Renovations (HC-MD-CIV-MOT-GEN 128 of 2021)

Van Wyk v Windhoek Renovations (HC-MD-CIV-MOT-GEN 128 of 2021) [2021] NAHCMD 545 (23 November 2021)

Court

High Court Main Division

Case number

HC-MD-CIV-MOT-GEN 128 of 2021

The High Court held that a late-filed Master’s certificate did not fatally invalidate a winding-up application and dismissed the respondents’ point in limine.

• Winding-up of close corporations
• Security for costs
• Non-compliance with statutory requirements
• Winding-up
• Close-corporations
• Security-for-costs

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