Basson and Another v Pentagon Financial Solutions (Pretoria) (Pty) Ltd and Another (13917/20) [2022] ZAWCHC 45 (14 February 2022)

Basson and Another v Pentagon Financial Solutions (Pretoria) (Pty) Ltd and Another (13917/20) [2022] ZAWCHC 45 (14 February 2022)

The court found that the Applicants remain the registered shareholders and owners of their shares in the Respondent companies, as no transfer has been entered in the companies' certificated security registers. The settlement agreement relied upon by the Respondents was rescinded by the Applicants due to fraud, rendering it void from inception. Accordingly, the Applicants retain their beneficial interest and statutory rights under sections 26 and 31 of the Companies Act to access company records. The Trust is properly before the court, as the remaining trustees acted unanimously and the resignation of the third trustee does not invalidate their authority. The Respondents' refusal to...

Citation
[2022] ZAWCHC 45
Parties
Applicant: Pieter Willem Sasson; Applicant: Legare Besigheids Trust; Respondent: Pentagon Financial Solutions (Pretoria) (Pty) Ltd; Respondent: Associated Portfolio Solutions (Pty) Ltd
Court
Western Cape High Court, Cape Town
Jurisdiction
South Africa
Judgment Date
14 February 2022
Case Number
13917/20
Procedural Posture
Urgent Application / Judgment
Outcome
Application granted. The Respondents are ordered to provide access to the requested company records and pay ordinary costs of the application. The Respondents' application for punitive costs is dismissed.
Judges
Ndita
Legal Topics
Companies Act 71 of 2008, Access to Company Records, Locus Standi, Beneficial Interest, Costs Award, Trustee Authority
Commercial and Corporate Civil Procedure Companies Act 71 of 2008 Access to Company Records Locus Standi Beneficial Interest Costs Award Trustee Authority

Case Brief

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Parties

Pieter Willem Sasson

Applicant

Legare Besigheids Trust

Applicant

Pentagon Financial Solutions (Pretoria) (Pty) Ltd

Respondent

Associated Portfolio Solutions (Pty) Ltd

Respondent

Procedural Posture

Urgent Application / Judgment

Legal Issues

  1. 1 Do the Applicants have locus standi to bring an application under sections 26 and 31 of the Companies Act?
  2. 2 Did the Applicants cease to have a beneficial interest in the shares when the shares were sold in terms of the settlement agreement?
  3. 3 What is the effect of the Applicants' rescission letter of 15 February 2021 on the agreement for the sale of the shares?

Ratio Decidendi

The court found that the Applicants remain the registered shareholders and owners of their shares in the Respondent companies, as no transfer has been entered in the companies' certificated security registers. The settlement agreement relied upon by the Respondents was rescinded by the Applicants due to fraud, rendering it void from inception. Accordingly, the Applicants retain their beneficial interest and statutory rights under sections 26 and 31 of the Companies Act to access company records. The Trust is properly before the court, as the remaining trustees acted unanimously and the resignation of the third trustee does not invalidate their authority. The Respondents' refusal to...

Court Disposition

Application granted. The Respondents are ordered to provide access to the requested company records and pay ordinary costs of the application. The Respondents' application for punitive costs is dismissed.

Orders

  • The First Respondent is directed to comply with its duty under section 26(1) and (4) of the Companies Act by providing access to information as requested in Form CoR 24 dated 17 July 2020.
  • The Second Respondent is directed to comply with its duty under section 26(5) of the Companies Act by providing the Second Applicant an opportunity to inspect and copy the information requested in Form CoR 24 dated 14 July 2020.