Bryan v Marcelle Props 118 CC and Others (24926/2018) [2021] ZAGPJHC 369 (13 May 2021)

Bryan v Marcelle Props 118 CC and Others (24926/2018) [2021] ZAGPJHC 369 (13 May 2021)

The court found that the second respondent's conduct in soliciting an independent valuation, offering to sell his member's interest, and subsequently withdrawing that offer in favour of a contrived offer from a related entity was unfair, unjust, and inequitable to the applicant. The third respondent's offer was not made at arm's length and lacked independent valuation support. The applicant discharged her burden of proof under sections 49 and 36 of the Close Corporation Act, demonstrating that the second respondent's actions prejudiced her interests. The counter-application failed as the respondents did not prove that selling the property at the higher value was in the best interests of...

Citation
[2021] ZAGPJHC 369
Parties
Applicant: Sandra Bryan; Respondent: Marcelle Props 118 CC; Respondent: William Jack Campbell Mitchell; Respondent: Bravo Zulu Properties (Pty) Ltd
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
13 May 2021
Case Number
24926/2018
Procedural Posture
Review Application / Judgment After Opposed Application and Counter Application
Outcome
Application granted; counter-application dismissed.
Judges
Senyatsi ML
Legal Topics
Close Corporation Act, Unfairly Prejudicial Conduct, Cessation of Membership, Valuation of Member Interest, Minority Protection
Commercial and Corporate Close Corporation Act Unfairly Prejudicial Conduct Cessation of Membership Valuation of Member Interest Minority Protection

Case Brief

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Parties

Sandra Bryan

Applicant

Marcelle Props 118 CC

Respondent

William Jack Campbell Mitchell

Respondent

Bravo Zulu Properties (Pty) Ltd

Respondent

Procedural Posture

Review Application / Judgment After Opposed Application and Counter Application

Legal Issues

  1. 1 Whether the conduct of the second respondent was unfairly prejudicial, unjust or inequitable to the applicant as a member of the first respondent.
  2. 2 Whether the applicant is entitled to acquire the 75% member's interest of the second respondent in the first respondent at the value determined by an independent valuer.
  3. 3 Whether the counter-application by the respondents for the applicant to exit the first respondent and for the property to be sold should succeed.

Ratio Decidendi

The court found that the second respondent's conduct in soliciting an independent valuation, offering to sell his member's interest, and subsequently withdrawing that offer in favour of a contrived offer from a related entity was unfair, unjust, and inequitable to the applicant. The third respondent's offer was not made at arm's length and lacked independent valuation support. The applicant discharged her burden of proof under sections 49 and 36 of the Close Corporation Act, demonstrating that the second respondent's actions prejudiced her interests. The counter-application failed as the respondents did not prove that selling the property at the higher value was in the best interests of...

Court Disposition

Application granted; counter-application dismissed.

Orders

  • The second respondent ceases to be a member of the first respondent.
  • The second respondent, or failing him the sheriff, is authorised to sign all necessary documents and take all necessary steps to effect transfer of the 75% member's interest in the first respondent to the applicant against payment of R1,027,500 within 10 days of this order.