Amoils and Others v Amoils and Others (127/86) [1987] ZASCA 77 (27 August 1987)

Amoils and Others v Amoils and Others (127/86) [1987] ZASCA 77 (27 August 1987)

The court held that the rights under clause 4.2.2 of the agreement were not personal to Louis Amoils but attached to the shares and were intended to be transmissible to his successors in title. The agreement's purpose was to equalise the brothers' interests in the company, and nothing in the agreement effectively detracted from this conclusion. The recurring nature of the obligations under clause 4.2.2 meant that each biennial right to nominate a director constituted a separate cause of action, and thus, prescription did not bar future claims. Regarding director's fees, the court found that the intent of clause 4.2.5 was to ensure equal sharing of all income from the company, including...

Citation
[1987] ZASCA 77
Parties
Appellant: Milton Amoils; Appellant: Selig Percy Amoils; Appellant: Arnold Bernard Valkin; Respondent: Mike Amoils; Respondent: Hymie Amoils; Respondent: Pretoria Coal Holdings (Pty) Limited
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
27 August 1987
Case Number
127/86
Procedural Posture
Civil Appeal / Appeal From Dismissal of Application for Declaratory Order in the Witwatersrand Local Division
Outcome
Appeal upheld with costs; declaratory relief granted to appellants.
Judges
Corbett, Hoexter, Nestadt, Nicholas, Kumleben
Legal Topics
Company Directorship, Shareholder Agreements, Transmissibility of Contractual Rights, Prescription Act, Director Remuneration
Commercial and Corporate Civil Procedure Company Directorship Shareholder Agreements Transmissibility of Contractual Rights Prescription Act Director Remuneration

Case Brief

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Parties

Milton Amoils

Appellant

Selig Percy Amoils

Appellant

Arnold Bernard Valkin

Appellant

Mike Amoils

Respondent

Hymie Amoils

Respondent

Pretoria Coal Holdings (Pty) Limited

Respondent

Procedural Posture

Civil Appeal / Appeal From Dismissal of Application for Declaratory Order in the Witwatersrand Local Division

Legal Issues

  1. 1 Whether the rights under clause 4.2.2 of the agreement between the late Louis Amoils and Mike Amoils are transmissible upon death.
  2. 2 Whether director's fees received by nominees are subject to equal apportionment under clause 4.2.5.
  3. 3 Whether the claim for declaratory relief is prescribed under the Prescription Act.

Ratio Decidendi

The court held that the rights under clause 4.2.2 of the agreement were not personal to Louis Amoils but attached to the shares and were intended to be transmissible to his successors in title. The agreement's purpose was to equalise the brothers' interests in the company, and nothing in the agreement effectively detracted from this conclusion. The recurring nature of the obligations under clause 4.2.2 meant that each biennial right to nominate a director constituted a separate cause of action, and thus, prescription did not bar future claims. Regarding director's fees, the court found that the intent of clause 4.2.5 was to ensure equal sharing of all income from the company, including...

Court Disposition

Appeal upheld with costs; declaratory relief granted to appellants.

Orders

  • The appeal is upheld with costs.
  • The order of the court a quo dismissing the application with costs is set aside.