Budge and Others v Glyn-Cuthbert and Others (27011/12) [2016] ZAGPJHC 394 (8 June 2016)

Budge and Others v Glyn-Cuthbert and Others (27011/12) [2016] ZAGPJHC 394 (8 June 2016)

The court found that the dissolution agreement was not validly repudiated or cancelled. Amendments to the agreement were accepted by both parties, and the conduct of the first plaintiff indicated consent to the sale of properties to entities other than Rusco. The withdrawal of R3 million from Wavelengths was not pleaded as repudiation and could not be relied upon. The management fee for 2008 was payable only to Rusco, and payment to REM was not authorized by amendment, thus the enrichment claim succeeded. The oral agreement for the 2009 management fee was found probable, and that claim failed. Claims for rectification of share registers and restoration of shares were contingent on...

Citation
[2016] ZAGPJHC 394
Parties
Plaintiff: Jonathan Stuart Budge; Plaintiff: Farrel Ean Boon N.O.; Plaintiff: Vivien Barbara Budge N.O.; Plaintiff: Richard Pollock N.O.; Plaintiff: Wavelengths 1147 CC (in liquidation); Plaintiff: Midnight Storm Investments 256 (Pty) Ltd (in liquidation); Defendant: Russel Glyn-Cuthbert; Defendant: Anthony Santana N.O.; Defendant: Leanne Santana N.O.; Defendant: Rusking Real Estate Marketing (Pty) Ltd; Defendant: Corefacts 1069 CC; Defendant: Copper Sunset Trading 326 (Pty) Ltd; Defendant: Central Lake Trading 304 (Pty) Ltd; Defendant: Davprop 26 (Pty) Ltd; Defendant: West Dunes Properties (Pty) Ltd; Defendant: Little Swift Investments 338 (Pty) Ltd; Defendant: Turquoise Moon Trading 289 (Pty) Ltd; Defendant: Alfa Business Ventures 33 (Pty) Ltd
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
8 June 2016
Case Number
27011/12
Procedural Posture
Civil Trial / Judgment After Trial
Outcome
Claims for repudiation and cancellation of the dissolution agreement failed. The claim for repayment of the 2008 management fee succeeded. Claims for rectification of share registers, restoration of shares, and damages based on cancellation failed. The claim for distribution of proceeds from Alfa Business Ventures...
Judges
Mphahlele
Legal Topics
Partnership Dissolution, Repudiation of Contract, Management Fee Dispute, Fiduciary Duty, Condictio Sine Causa, Rectification of Share Register
Commercial and Corporate Civil Procedure Partnership Dissolution Repudiation of Contract Management Fee Dispute Fiduciary Duty Condictio Sine Causa Rectification of Share Register

Case Brief

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Parties

Jonathan Stuart Budge

Plaintiff

Farrel Ean Boon N.O.

Plaintiff

Vivien Barbara Budge N.O.

Plaintiff

Richard Pollock N.O.

Plaintiff

Wavelengths 1147 CC (in liquidation)

Plaintiff

Midnight Storm Investments 256 (Pty) Ltd (in liquidation)

Plaintiff

Russel Glyn-Cuthbert

Defendant

Anthony Santana N.O.

Defendant

Leanne Santana N.O.

Defendant

Rusking Real Estate Marketing (Pty) Ltd

Defendant

Corefacts 1069 CC

Defendant

Copper Sunset Trading 326 (Pty) Ltd

Defendant

Central Lake Trading 304 (Pty) Ltd

Defendant

Davprop 26 (Pty) Ltd

Defendant

West Dunes Properties (Pty) Ltd

Defendant

Little Swift Investments 338 (Pty) Ltd

Defendant

Turquoise Moon Trading 289 (Pty) Ltd

Defendant

Alfa Business Ventures 33 (Pty) Ltd

Defendant

Procedural Posture

Civil Trial / Judgment After Trial

Legal Issues

  1. 1 Whether the dissolution agreement between the parties was validly repudiated and cancelled.
  2. 2 Whether the first defendant is liable for management fees and other payments under the dissolution agreement.
  3. 3 Whether the plaintiffs are entitled to rectification of share registers and restoration of shares.

Ratio Decidendi

The court found that the dissolution agreement was not validly repudiated or cancelled. Amendments to the agreement were accepted by both parties, and the conduct of the first plaintiff indicated consent to the sale of properties to entities other than Rusco. The withdrawal of R3 million from Wavelengths was not pleaded as repudiation and could not be relied upon. The management fee for 2008 was payable only to Rusco, and payment to REM was not authorized by amendment, thus the enrichment claim succeeded. The oral agreement for the 2009 management fee was found probable, and that claim failed. Claims for rectification of share registers and restoration of shares were contingent on...

Court Disposition

Claims for repudiation and cancellation of the dissolution agreement failed. The claim for repayment of the 2008 management fee succeeded. Claims for rectification of share registers, restoration of shares, and damages based on cancellation failed. The claim for distribution of proceeds from Alfa Business Ventures...

Orders

  • The first defendant is ordered to furnish the first plaintiff with a detailed accounting in respect of the conduct of the partnership business from 30 November 2007 within 15 days of this order.
  • The first plaintiff and the first defendant are ordered to debate the account within 30 days from the date of same being rendered.