Budge and Others v Glyn-Cuthbert and Others (1046/2016) [2018] ZASCA 18 (16 March 2018)

Budge and Others v Glyn-Cuthbert and Others (1046/2016) [2018] ZASCA 18 (16 March 2018)

The Supreme Court of Appeal found that the first respondent did not repudiate the dissolution of partnership agreement. The conduct of both parties, including ongoing attempts to implement the agreement and acquiescence to certain payments, indicated that the agreement remained operative. The failure to incorporate Rusco was immaterial, and the so-called repudiation letter did not amount to a repudiation. The enrichment claim for repayment of the management fee to REM failed because the payment was acquiesced to and not at the expense of Wavelengths. The claim for repayment of remuneration to the first respondent succeeded as there was no agreement authorising those payments. The court...

Citation
[2018] ZASCA 18
Parties
Appellant: Jonathan Stuart Budge; Appellant: Farrel Ean Boon N O; Appellant: Vivien Barbara Budge N O; Appellant: Richard Pollock N O; Appellant: Wavelengths 1147 CC (in liquidation); Appellant: Midnight Storm Investments 256 (Pty) Ltd (in liquidation); Respondent: Russell Glyn-Cuthbert; Respondent: Anthony Santana N O; Respondent: Leanne Santana N O; Respondent: Rusking Real Estate Marketing (Pty) Ltd; Respondent: Corefacts 1069 CC; Respondent: Copper Sunset Trading 326 (Pty) Ltd; Respondent: Central Lake Trading 304 (Pty) Ltd; Respondent: Davprop 26 (Pty) Ltd; Respondent: West Dunes Properties (Pty) Ltd; Respondent: Little Swift Investments 338 (Pty) Ltd; Respondent: Turquoise Moon Trading 289 (Pty) Ltd; Respondent: Alfa Business Ventures 33 (Pty) Ltd
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
16 March 2018
Case Number
1046/2016
Procedural Posture
Civil Appeal / Appeal and Cross Appeal From Gauteng Local Division, Johannesburg
Outcome
Appeal dismissed; cross-appeal partially upheld.
Judges
Shongwe, Willis, Saldulker, Mbha, Van der Merwe
Legal Topics
Dissolution of Partnership, Repudiation, Unjust Enrichment, Liquidation Orders, Management Fee Dispute, Costs Orders
Commercial and Corporate Civil Procedure Dissolution of Partnership Repudiation Unjust Enrichment Liquidation Orders Management Fee Dispute Costs Orders

Case Brief

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Parties

Jonathan Stuart Budge

Appellant

Farrel Ean Boon N O

Appellant

Vivien Barbara Budge N O

Appellant

Richard Pollock N O

Appellant

Wavelengths 1147 CC (in liquidation)

Appellant

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

Appellant

Russell Glyn-Cuthbert

Respondent

Anthony Santana N O

Respondent

Leanne Santana N O

Respondent

Rusking Real Estate Marketing (Pty) Ltd

Respondent

Corefacts 1069 CC

Respondent

Copper Sunset Trading 326 (Pty) Ltd

Respondent

Central Lake Trading 304 (Pty) Ltd

Respondent

Davprop 26 (Pty) Ltd

Respondent

West Dunes Properties (Pty) Ltd

Respondent

Little Swift Investments 338 (Pty) Ltd

Respondent

Turquoise Moon Trading 289 (Pty) Ltd

Respondent

Alfa Business Ventures 33 (Pty) Ltd

Respondent

Procedural Posture

Civil Appeal / Appeal and Cross Appeal From Gauteng Local Division, Johannesburg

Legal Issues

  1. 1 Whether the first respondent repudiated the dissolution of partnership agreement, entitling the first appellant to cancel and claim damages.
  2. 2 Whether enrichment claims for repayment of management fees and remuneration were established.
  3. 3 Whether the court a quo erred in its orders regarding costs and the release of funds.

Ratio Decidendi

The Supreme Court of Appeal found that the first respondent did not repudiate the dissolution of partnership agreement. The conduct of both parties, including ongoing attempts to implement the agreement and acquiescence to certain payments, indicated that the agreement remained operative. The failure to incorporate Rusco was immaterial, and the so-called repudiation letter did not amount to a repudiation. The enrichment claim for repayment of the management fee to REM failed because the payment was acquiesced to and not at the expense of Wavelengths. The claim for repayment of remuneration to the first respondent succeeded as there was no agreement authorising those payments. The court...

Court Disposition

Appeal dismissed; cross-appeal partially upheld.

Orders

  • The appeal is dismissed.
  • The cross-appeal is upheld in respect of claims A, C and H and in respect of the absence of a costs order for claim B.