B and Another v Start-Up Properties 102 CC and Another (59073/2016) [2017] ZAGPPHC 492 (8 August 2017)

B and Another v Start-Up Properties 102 CC and Another (59073/2016) [2017] ZAGPPHC 492 (8 August 2017)

The court found that there was a complete breakdown in the relationship between the members of the first respondent, resulting in deadlock and lack of trust. The first respondent was not generating any financial gain from leasing its asset to the second respondent, which prejudiced the corporation. The points in limine raised by the second respondent were conceded as unfounded. Applying the principles from Apco Africa and Loch v John Blackwood, the court held that it was just and equitable to grant the alternative relief sought by the applicants and order the liquidation of the first respondent. The court declined to award punitive costs, finding that the second respondent was entitled to...

Citation
[2017] ZAGPPHC 492
Parties
Applicant: J. M. B.; Applicant: A. D.; Respondent: Start-Up Properties 102 CC; Respondent: W. D. B.
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
8 August 2017
Case Number
59073/2016
Procedural Posture
Urgent Application / Application for Interdict and Alternative Liquidation Order
Outcome
Application granted in part; order for liquidation of the first respondent with costs to be costs in the liquidation.
Judges
Hughes
Legal Topics
Close Corporation Liquidation, Just and Equitable Winding Up, Deadlock Between Members, Lack of Confidence in Management
Commercial and Corporate Close Corporation Liquidation Just and Equitable Winding Up Deadlock Between Members Lack of Confidence in Management

Case Brief

Summary, issues, holding and outcome

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Parties

J. M. B.

Applicant

A. D.

Applicant

Start-Up Properties 102 CC

Respondent

W. D. B.

Respondent

Procedural Posture

Urgent Application / Application for Interdict and Alternative Liquidation Order

Legal Issues

  1. 1 Whether the first respondent should be wound up on just and equitable grounds due to deadlock and lack of confidence among members.
  2. 2 Whether the second respondent should be interdicted from managing the business of the first respondent.
  3. 3 Whether the applicants are entitled to unfettered access to the premises and records of the first respondent.

Ratio Decidendi

The court found that there was a complete breakdown in the relationship between the members of the first respondent, resulting in deadlock and lack of trust. The first respondent was not generating any financial gain from leasing its asset to the second respondent, which prejudiced the corporation. The points in limine raised by the second respondent were conceded as unfounded. Applying the principles from Apco Africa and Loch v John Blackwood, the court held that it was just and equitable to grant the alternative relief sought by the applicants and order the liquidation of the first respondent. The court declined to award punitive costs, finding that the second respondent was entitled to...

Court Disposition

Application granted in part; order for liquidation of the first respondent with costs to be costs in the liquidation.

Orders

  • The liquidation of the first respondent is granted.
  • Costs are to be costs in the liquidation.