Cradle City (Pty) Ltd v Lindley Farm 528 (Pty) Ltd (1212/2016) [2017] ZASCA 185; 2018 (3) SA 65 (SCA) (6 December 2017)

Cradle City (Pty) Ltd v Lindley Farm 528 (Pty) Ltd (1212/2016) [2017] ZASCA 185; 2018 (3) SA 65 (SCA) (6 December 2017)

The court held that Lindley Farm was obliged to provide vacant occupation of the property to Cradle City, as required by clause 4 of the sale agreement and confirmed by the Indemnity and Undertaking. The obligations of the parties were reciprocal, and Cradle City was entitled to withhold payment of the balance of the purchase price until vacant occupation was given. The evidence showed that Lindley Farm had not delivered the property in the agreed state, and the principle of reciprocity applied. The court found that Lindley Farm's alternative tender to reduce the contract price was not supported by reliable evidence. Instead, judgment in favour of Lindley Farm was suspended until vacant...

Citation
[2017] ZASCA 185
Parties
Appellant: Cradle City (Pty) Ltd; Respondent: Lindley Farm 528 (Pty) Ltd
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
6 December 2017
Case Number
1212/2016
Procedural Posture
Civil Appeal / Appeal From Gauteng Division of the High Court, Pretoria
Outcome
Appeal upheld in part; substituted order granted; counterclaim dismissed with absolution from the instance; costs order: each party to pay its own costs.
Judges
Navsa, Tshiqi, Petse, Tsoka, Mbatha
Legal Topics
Sale of Immovable Property, Reciprocal Obligations, Indemnity and Undertaking, Vacant Occupation, Contract Interpretation
Commercial and Corporate Land and Property Sale of Immovable Property Reciprocal Obligations Indemnity and Undertaking Vacant Occupation Contract Interpretation

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Parties

Cradle City (Pty) Ltd

Appellant

Lindley Farm 528 (Pty) Ltd

Respondent

Procedural Posture

Civil Appeal / Appeal From Gauteng Division of the High Court, Pretoria

Legal Issues

  1. 1 Whether Lindley Farm was obliged to provide vacant occupation of the property to Cradle City under the sale agreement and subsequent Indemnity and Undertaking.
  2. 2 Whether Cradle City was entitled to withhold payment of the balance of the purchase price due to non-performance by Lindley Farm.
  3. 3 Whether the principle of reciprocity applies to the obligations under the sale agreement.

Ratio Decidendi

The court held that Lindley Farm was obliged to provide vacant occupation of the property to Cradle City, as required by clause 4 of the sale agreement and confirmed by the Indemnity and Undertaking. The obligations of the parties were reciprocal, and Cradle City was entitled to withhold payment of the balance of the purchase price until vacant occupation was given. The evidence showed that Lindley Farm had not delivered the property in the agreed state, and the principle of reciprocity applied. The court found that Lindley Farm's alternative tender to reduce the contract price was not supported by reliable evidence. Instead, judgment in favour of Lindley Farm was suspended until vacant...

Court Disposition

Appeal upheld in part; substituted order granted; counterclaim dismissed with absolution from the instance; costs order: each party to pay its own costs.

Orders

  • The defendant is ordered to pay in respect of claim 3 an amount of R3 767 158 less an amount of R1 159 095, together with interest thereon at 15.5% per annum a tempora morae.
  • Judgment against the appellant in respect of claims 1 and 2, together with an amount of R1 159 095, is suspended until such period as the unlawful occupiers are evicted from the property.