De Klerk v De Lange and Another [2023] ZAGPPHC 306; 49408/2020 (2 May 2023)

De Klerk v De Lange and Another [2023] ZAGPPHC 306; 49408/2020 (2 May 2023)

The court found the applicant's version to be credible, reliable, and probable, supported by the factual chronology, WhatsApp messages, and the lack of challenge to material aspects of her evidence. The first respondent's evidence was inconsistent with his affidavits and the agreed common cause facts, and his...

Source-derived case information.

Citation
[2023] ZAGPPHC 306
Parties
Applicant: Helia Aletta De Klerk; Respondent: Leon Marthinus De Lange; Respondent: Alidaforce (Pty) Ltd
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
2 May 2023
Case Number
49408/2020
Procedural Posture
Civil Application / Judgment After Oral Evidence
Outcome
Application granted in favour of the applicant.
Judges
E van der Schyff
Legal Topics
Shareholder Dispute, Oral Agreement, Specific Performance, Interest a Tempore Morae, Company Law Remedies
Commercial and Corporate Civil Procedure Shareholder Dispute Oral Agreement Specific Performance Interest a Tempore Morae Company Law Remedies

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Parties

Helia Aletta De Klerk

Applicant

Leon Marthinus De Lange

Respondent

Alidaforce (Pty) Ltd

Respondent

Procedural Posture

Civil Application / Judgment After Oral Evidence

Legal Issues

  1. 1 Whether the first respondent undertook to pay the applicant R1,000,000 for her shares in the second respondent by the end of November 2019.
  2. 2 Whether the first respondent undertook to pay the applicant R20,000 per month from September 2019 until the purchase price for her shares was paid.
  3. 3 Whether the applicant was a registered shareholder of the second respondent and entitled to delivery of the share certificate.

Ratio Decidendi

The court found the applicant's version to be credible, reliable, and probable, supported by the factual chronology, WhatsApp messages, and the lack of challenge to material aspects of her evidence. The first respondent's evidence was inconsistent with his affidavits and the agreed common cause facts, and his reliance on a prior shareholders' agreement was misplaced. The applicant proved on a balance of probabilities that the first respondent undertook to pay her R1,000,000 for her shares by the end of November 2019 and R20,000 per month until payment. The applicant is entitled to delivery of the share certificate upon payment, and the first respondent is liable for interest and costs.

Court Disposition

Application granted in favour of the applicant.

Orders

  • The first respondent shall forthwith deliver Share Certificate no. 4, dated 21 May 2019 and issued in the name of the applicant as a shareholder in the second respondent, to the applicant.
  • The first respondent shall pay the applicant R1,000,000 against delivery of the share certificate and all steps necessary for transfer of shares.