Crisp and Others v Sharemax Investments (Pty) Ltd and Others (1939/15) [2017] ZAGPPHC 737 (22 November 2017)
The application for leave to appeal was dismissed because the applicants failed to demonstrate a reasonable prospect that another court would reach a different conclusion. The court found that the orders sanctioning the schemes of arrangement were not fraudulently obtained, that the court had jurisdiction under section 311 of the Companies Act, and that all relevant information was disclosed. The principle that court orders remain valid and enforceable until set aside applies, and the exceptions—lack of jurisdiction or fraud—were not present. The authorities cited by the applicants were distinguishable, as those cases involved orders made without jurisdiction or proper notice, which was...
- Citation
- [2017] ZAGPPHC 737
- Parties
- Plaintiff: Jason Malcolm James Crisp; Plaintiff: Sangeetha Naidoo N.O; Plaintiff: Moonsamy Naidoo N.O; Plaintiff: Warren Ian Clive Graham Halford; Defendant: Sharemax Investments (Pty) Ltd; Defendant: Libenberg David Ryk van der Merwe N.O; Defendant: Gerhadus Rossouw Goosen; Defendant: Johannes Wilem Botha; Defendant: Dominique Haese; Defendant: Andre’ Daniel Brand; Defendant: Dirk Koekemoer; Defendant: Frontier Asset Management Investment (Pty) Ltd; Defendant: Centro Property Group (Pty) Ltd; Defendant: Sharemax Growth (Pty) Ltd; Defendant: Fine Asset Investment 119 (Pty) Ltd; Defendant: Advoca Auditing Inc; Defendant: Sarel Johannes Eloff T/A New World Valuation; Defendant: Waldemar Gustav Haese T/S WG Haese and Partners; Defendant: Capicol (Pty) Ltd; Defendant: Nova Property Holdings Limited; Defendant: Nova Property Group Investment; Defendant: The Minister of Finance National Government; Defendant: The Registrar of Banks; Defendant: The South African Reserve Bank; Defendant: The Minister of Trade & Industry National Government; Defendant: The Master of the High Court; Defendant: The Financial Services Board; Defendant: The Registrar of the Financial Services Board; Defendant: Mr Neels Alant N.O; Defendant: Mr Jaco Spies N.O; Defendant: The Registrar of the Companies and Intellectual Property Commission; Defendant: Sharemax Zambezi Retail Park Holdings Ltd; Defendant: Sharemax Zambezi Retail Park Investments (Pty) Ltd; Defendant: The Villa Retail Park Holdings Ltd; Defendant: The Villa Retail Park Investments (Pty) Ltd; Defendant: The Village Holdings Ltd; Defendant: The Village Mall Investments (Pty) Ltd; Defendant: Witbank Highveld Holdings Ltd; Defendant: Witbank Highveld Investments (Pty) Ltd; Defendant: Terentaal Centre Holdings Ltd; Defendant: Terentaal Centre Investments (Pty) Ltd; Defendant: Flora Centre Holdings Ltd; Defendant: Flora Centre Investments (Pty) Ltd; Defendant: Carletonville Centre Holdings Ltd; Defendant: Carletonville Centre Investments (Pty) Ltd; Defendant: Rivonia Square Shopping Mall Holdings Ltd; Defendant: Rovonia Square Shopping Mall Investments (Pty) Ltd; Defendant: Liberty Mall Holdings Ltd; Defendant: Liberty Mall Investments (Pty) Ltd; Defendant: Mont Rouge Residential Estate Development Fund Limited; Defendant: Planet Waves 120 (Pty) Ltd; Defendant: Sharemax Waterfall Estate Ltd; Defendant: Born Free Investments 552 (Pty) Ltd; Defendant: Sharemax Bay Estate Development Fund Ltd; Defendant: Weavind & Weavind Attorneys
- Court
- North Gauteng High Court, Pretoria
- Jurisdiction
- South Africa
- Judgment Date
- 22 November 2017
- Case Number
- 1939/15
- Procedural Posture
- Leave to Appeal / Application for Leave to Appeal Against Judgment Upholding Exception With Costs
- Outcome
- Application for leave to appeal dismissed with costs.
- Judges
- E Molahlehi
- Legal Topics
- Exception Procedure, Scheme of Arrangement, Companies Act Section 311, Jurisdiction of Court, Fraudulent Orders, Non Joinder
Case Brief
Summary, issues, holding and outcome
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Parties
Jason Malcolm James Crisp
Plaintiff
Sangeetha Naidoo N.O
Plaintiff
Moonsamy Naidoo N.O
Plaintiff
Warren Ian Clive Graham Halford
Plaintiff
Sharemax Investments (Pty) Ltd
Defendant
Libenberg David Ryk van der Merwe N.O
Defendant
Gerhadus Rossouw Goosen
Defendant
Johannes Wilem Botha
Defendant
Dominique Haese
Defendant
Andre’ Daniel Brand
Defendant
Dirk Koekemoer
Defendant
Frontier Asset Management Investment (Pty) Ltd
Defendant
Centro Property Group (Pty) Ltd
Defendant
Sharemax Growth (Pty) Ltd
Defendant
Fine Asset Investment 119 (Pty) Ltd
Defendant
Advoca Auditing Inc
Defendant
Sarel Johannes Eloff T/A New World Valuation
Defendant
Waldemar Gustav Haese T/S WG Haese and Partners
Defendant
Capicol (Pty) Ltd
Defendant
Nova Property Holdings Limited
Defendant
Nova Property Group Investment
Defendant
The Minister of Finance National Government
Defendant
The Registrar of Banks
Defendant
The South African Reserve Bank
Defendant
The Minister of Trade & Industry National Government
Defendant
The Master of the High Court
Defendant
The Financial Services Board
Defendant
The Registrar of the Financial Services Board
Defendant
Mr Neels Alant N.O
Defendant
Mr Jaco Spies N.O
Defendant
The Registrar of the Companies and Intellectual Property Commission
Defendant
Sharemax Zambezi Retail Park Holdings Ltd
Defendant
Sharemax Zambezi Retail Park Investments (Pty) Ltd
Defendant
The Villa Retail Park Holdings Ltd
Defendant
The Villa Retail Park Investments (Pty) Ltd
Defendant
The Village Holdings Ltd
Defendant
The Village Mall Investments (Pty) Ltd
Defendant
Witbank Highveld Holdings Ltd
Defendant
Witbank Highveld Investments (Pty) Ltd
Defendant
Terentaal Centre Holdings Ltd
Defendant
Terentaal Centre Investments (Pty) Ltd
Defendant
Flora Centre Holdings Ltd
Defendant
Flora Centre Investments (Pty) Ltd
Defendant
Carletonville Centre Holdings Ltd
Defendant
Carletonville Centre Investments (Pty) Ltd
Defendant
Rivonia Square Shopping Mall Holdings Ltd
Defendant
Rovonia Square Shopping Mall Investments (Pty) Ltd
Defendant
Liberty Mall Holdings Ltd
Defendant
Liberty Mall Investments (Pty) Ltd
Defendant
Mont Rouge Residential Estate Development Fund Limited
Defendant
Planet Waves 120 (Pty) Ltd
Defendant
Sharemax Waterfall Estate Ltd
Defendant
Born Free Investments 552 (Pty) Ltd
Defendant
Sharemax Bay Estate Development Fund Ltd
Defendant
Weavind & Weavind Attorneys
Defendant
Procedural Posture
Leave to Appeal / Application for Leave to Appeal Against Judgment Upholding Exception With Costs
Legal Issues
- 1 Whether the court erred in upholding the exception to the particulars of claim.
- 2 Whether the schemes of arrangement sanctioned under section 311 of the Companies Act were void due to alleged illegality or fraud.
- 3 Whether the orders sanctioning the schemes can be disregarded as nullities.
Ratio Decidendi
The application for leave to appeal was dismissed because the applicants failed to demonstrate a reasonable prospect that another court would reach a different conclusion. The court found that the orders sanctioning the schemes of arrangement were not fraudulently obtained, that the court had jurisdiction under section 311 of the Companies Act, and that all relevant information was disclosed. The principle that court orders remain valid and enforceable until set aside applies, and the exceptions—lack of jurisdiction or fraud—were not present. The authorities cited by the applicants were distinguishable, as those cases involved orders made without jurisdiction or proper notice, which was...
Court Disposition
Application for leave to appeal dismissed with costs.
Orders
- The applicants' application for leave to appeal is dismissed with costs.
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