Brady v D&R Farming CC and Another (8323/2020) [2021] ZAGPJHC 574 (18 October 2021)

Brady v D&R Farming CC and Another (8323/2020) [2021] ZAGPJHC 574 (18 October 2021)

The court found that the agreement between Brady and Wasley did not include the 2019 avocado crop profits as part of the purchase price for Brady's 50% member interest. The evidence showed that the parties agreed to close off the corporation's books at the end of July 2019, and the documents and correspondence indicated that the R625,941.17 claim for 2019 crop profits was not part of the original agreement but was introduced later. The court accepted Wasley's calculation of the outstanding balance, which accounted for all agreed claims and withdrawals, resulting in R548,718.75 being due to Brady. The claim for the 2019 crop profits was dismissed as an afterthought not contemplated by the...

Citation
[2021] ZAGPJHC 574
Parties
Applicant: Richard John Brady; Respondent: D&R Farming CC; Respondent: Derek John Wasley
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
18 October 2021
Case Number
8323/2020
Procedural Posture
Counter Application / Final Determination on the Papers
Outcome
The counter application is dismissed. Brady is entitled to payment of R548,718.75 from Wasley for his 50% member interest in the corporation. Each party is to pay its own costs.
Judges
Mahomed AJ
Legal Topics
Close Corporation Member Interest, Specific Performance, Contractual Interpretation, Sale of Shares
Commercial and Corporate Civil Procedure Close Corporation Member Interest Specific Performance Contractual Interpretation Sale of Shares

Case Brief

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Parties

Richard John Brady

Applicant

D&R Farming CC

Respondent

Derek John Wasley

Respondent

Procedural Posture

Counter Application / Final Determination on the Papers

Legal Issues

  1. 1 Whether the agreement between Brady and Wasley included the 2019 avocado crop profits as part of the purchase price for Brady's 50% member interest.
  2. 2 What is the correct outstanding amount payable by Wasley to Brady for the member's interest and claims in the corporation.
  3. 3 Whether Brady's claim for R625,941.17 for 2019 crop profits forms part of the agreed sale agreement.

Ratio Decidendi

The court found that the agreement between Brady and Wasley did not include the 2019 avocado crop profits as part of the purchase price for Brady's 50% member interest. The evidence showed that the parties agreed to close off the corporation's books at the end of July 2019, and the documents and correspondence indicated that the R625,941.17 claim for 2019 crop profits was not part of the original agreement but was introduced later. The court accepted Wasley's calculation of the outstanding balance, which accounted for all agreed claims and withdrawals, resulting in R548,718.75 being due to Brady. The claim for the 2019 crop profits was dismissed as an afterthought not contemplated by the...

Court Disposition

The counter application is dismissed. Brady is entitled to payment of R548,718.75 from Wasley for his 50% member interest in the corporation. Each party is to pay its own costs.

Orders

  • The counter application is dismissed.
  • The applicant is to pay R548,718.75 to the second respondent in respect of the 50% members interest in the corporation.