AFM Theological College and Others v National Leaders Forum of the the Apostolic Faith Mission of South Africa, represented by the National Office Bearers and Others (A255/2012) [2013] ZAGPPHC 331 (19 December 2013)

AFM Theological College and Others v National Leaders Forum of the the Apostolic Faith Mission of South Africa, represented by the National Office Bearers and Others (A255/2012) [2013] ZAGPPHC 331 (19 December 2013)

The Court found that the Company was established as a vehicle for the Church's educational facility and was at all times subject to the control of the Church through its National Leadership Forum. The August 2007 agreement, signed by the relevant parties including the directors, was valid and binding, providing for the resignation of the former directors and the appointment of new ones. The procedure followed, including the filing of the CM29 form, was lawful and in accordance with both the Companies Act and the Articles of Association. The objections raised by the appellants were found to be unfounded and belated, amounting to an afterthought. The Court held that the Church's authority...

Citation
[2013] ZAGPPHC 331
Parties
Appellant: AFM Theological College (Association Incorporated under Section 21); Appellant: Aucklandpark Theological Seminary; Appellant: Smith, Gerhardus Jacobus; Appellant: Hattingh, Willem Johannes; Appellant: Moller, Francois Petrus; Appellant: Erasmus, Lodewikus Johannes; Respondent: The National Leadership Forum of the Apostolic Faith Mission of South Africa, represented by the National Office Bearers; Respondent: Atterbury, Vicent Edward; Respondent: Baloyi, Mzamane Convy; Respondent: Knoessen, Henrico; Respondent: August, Elizabeth Dorothy; Respondent: Herbert, Trevor William Richard; Respondent: Meyer, Estelle Fransiska; Respondent: Moloi, Meshack Qetelo; Respondent: Pereira, Clarence Alfred; Respondent: Tshabalala, Murimisi Samuel; Respondent: Naidoo, Jonathan; Respondent: Platt, Alan Frederick Charles; Respondent: Van Den Berg, Jan Christoffel; Respondent: De Witt, Peter John Hefzel; Respondent: The Registrar of Companies
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
19 December 2013
Case Number
A255/2012
Procedural Posture
Civil Appeal / Appeal Against Dismissal of Application for Final Relief After Discharge of Interim Order
Outcome
Appeal dismissed. Costs awarded against the third and fourth appellants, jointly and severally, including costs of two counsel.
Judges
BAM, C E HEATON NICHOLS, E J FRANCIS
Legal Topics
Company Control, Resignation of Directors, Section 21 Company, Church Institutional Relationship, Appointment of Directors
Commercial and Corporate Civil Procedure Company Control Resignation of Directors Section 21 Company Church Institutional Relationship Appointment of Directors

Case Brief

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Parties

AFM Theological College (Association Incorporated under Section 21)

Appellant

Aucklandpark Theological Seminary

Appellant

Smith, Gerhardus Jacobus

Appellant

Hattingh, Willem Johannes

Appellant

Moller, Francois Petrus

Appellant

Erasmus, Lodewikus Johannes

Appellant

The National Leadership Forum of the Apostolic Faith Mission of South Africa, represented by the National Office Bearers

Respondent

Atterbury, Vicent Edward

Respondent

Baloyi, Mzamane Convy

Respondent

Knoessen, Henrico

Respondent

August, Elizabeth Dorothy

Respondent

Herbert, Trevor William Richard

Respondent

Meyer, Estelle Fransiska

Respondent

Moloi, Meshack Qetelo

Respondent

Pereira, Clarence Alfred

Respondent

Tshabalala, Murimisi Samuel

Respondent

Naidoo, Jonathan

Respondent

Platt, Alan Frederick Charles

Respondent

Van Den Berg, Jan Christoffel

Respondent

De Witt, Peter John Hefzel

Respondent

The Registrar of Companies

Respondent

Procedural Posture

Civil Appeal / Appeal Against Dismissal of Application for Final Relief After Discharge of Interim Order

Legal Issues

  1. 1 Whether the Church, through its National Leadership Forum, had authority to file the CM29 form reflecting resignation and appointment of directors of the Company.
  2. 2 Whether the August 2007 agreement between the Church and the Company was valid and binding on the directors.
  3. 3 Whether the resignation of the former directors and appointment of new directors was lawful and in accordance with the Companies Act and the Articles of Association.

Ratio Decidendi

The Court found that the Company was established as a vehicle for the Church's educational facility and was at all times subject to the control of the Church through its National Leadership Forum. The August 2007 agreement, signed by the relevant parties including the directors, was valid and binding, providing for the resignation of the former directors and the appointment of new ones. The procedure followed, including the filing of the CM29 form, was lawful and in accordance with both the Companies Act and the Articles of Association. The objections raised by the appellants were found to be unfounded and belated, amounting to an afterthought. The Court held that the Church's authority...

Court Disposition

Appeal dismissed. Costs awarded against the third and fourth appellants, jointly and severally, including costs of two counsel.

Orders

  • The appeal is dismissed.
  • The third and fourth appellants are ordered to pay the costs, jointly and severally, the one paying, the other to be absolved.