Costa NO and Others v Arvum Exports (Pty) Limited and Others (969/2016) [2017] ZASCA 113 (21 September 2017)

Costa NO and Others v Arvum Exports (Pty) Limited and Others (969/2016) [2017] ZASCA 113 (21 September 2017)

The Supreme Court of Appeal found that the resolution relied upon by the respondents did not authorize Mr Costa to conclude the Production Loan Agreement and Supply and Marketing Agreement on behalf of the Klein Botrivier Trust. The context of the resolution was the acquisition of the farm Klein Botrivier, and it only empowered Mr Costa to sign documentation necessary for that purpose. The other trustees were unaware of the agreements and did not authorize them. The trust was not a business trust and its sole function was to hold the farm. Payments under the agreements were made to Mr Costa personally, not to the trust. The court held that ostensible authority could not arise from a...

Citation
[2017] ZASCA 113
Parties
Appellant: Zelda Margaretha Costa NO; Appellant: Daniel Coetzee NO; Appellant: Johannes Nicolaas Jacobus van der Westhuizen NO; Appellant: Estate of the Late Alberto Costa; Respondent: Arvum Exports (Pty) Limited; Respondent: Unlimited Fruit (Pty) Limited; Respondent: Arvum Finance (Pty) Limited
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
21 September 2017
Case Number
969/2016
Procedural Posture
Civil Appeal / Appeal From the Full Court of the Western Cape Division of the High Court
Outcome
Appeal upheld; application by respondents dismissed with costs of two counsel.
Judges
Lewis, Leach, Saldulker, Lamont, Schippers
Legal Topics
Trustee Authority, Ostensible Authority, Interpretation of Resolutions, Plant Breeders Rights Act, Interdict, Enforcement of Contracts
Commercial and Corporate Civil Procedure Trustee Authority Ostensible Authority Interpretation of Resolutions Plant Breeders Rights Act Interdict Enforcement of Contracts

Case Brief

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Parties

Zelda Margaretha Costa NO

Appellant

Daniel Coetzee NO

Appellant

Johannes Nicolaas Jacobus van der Westhuizen NO

Appellant

Estate of the Late Alberto Costa

Appellant

Arvum Exports (Pty) Limited

Respondent

Unlimited Fruit (Pty) Limited

Respondent

Arvum Finance (Pty) Limited

Respondent

Procedural Posture

Civil Appeal / Appeal From the Full Court of the Western Cape Division of the High Court

Legal Issues

  1. 1 Whether Mr Costa had actual authority to conclude the Production Loan Agreement and Supply and Marketing Agreement on behalf of the Klein Botrivier Trust.
  2. 2 Whether the Klein Botrivier Trust was bound by the agreements concluded by Mr Costa.
  3. 3 Whether ostensible authority existed for Mr Costa to bind the trust.

Ratio Decidendi

The Supreme Court of Appeal found that the resolution relied upon by the respondents did not authorize Mr Costa to conclude the Production Loan Agreement and Supply and Marketing Agreement on behalf of the Klein Botrivier Trust. The context of the resolution was the acquisition of the farm Klein Botrivier, and it only empowered Mr Costa to sign documentation necessary for that purpose. The other trustees were unaware of the agreements and did not authorize them. The trust was not a business trust and its sole function was to hold the farm. Payments under the agreements were made to Mr Costa personally, not to the trust. The court held that ostensible authority could not arise from a...

Court Disposition

Appeal upheld; application by respondents dismissed with costs of two counsel.

Orders

  • The appeal is upheld with the costs of two counsel.
  • The application brought by Arvum Exports (Pty) Ltd, Unlimited Fruit (Pty) Ltd and Arvum Finance (Pty) Ltd is dismissed with the costs of two counsel where so employed.