Deon Nel v Petrus Jacobus de Beer & Another (406/21) [2022] ZASCA 145; 2023 (2) SA 170 (SCA) (26 October 2022)

Deon Nel v Petrus Jacobus de Beer & Another (406/21) [2022] ZASCA 145; 2023 (2) SA 170 (SCA) (26 October 2022)

The Supreme Court of Appeal held that the right of pre-emption in the lease agreement was valid and enforceable. The sale of two out of five leased farms triggered the right, as the agreement did not require all farms to be sold as a unit. The appellant properly exercised his right by offering to purchase the farms on the same terms as the third-party agreement, and the exclusion of clause 2(d) did not constitute a counter-offer, as it was not material. The price was determinable from the third-party sale agreement. Specific performance was deemed the appropriate remedy, given the circumstances and the respondents' conduct. The appeal was upheld, and the high court's order was set aside...

Citation
[2022] ZASCA 145
Parties
Appellant: Deon Nel; Respondent: Petrus Jacobus de Beer; Respondent: Pieter Hendrik Jacobus Burger NO
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
26 October 2022
Case Number
406/21
Procedural Posture
Civil Appeal / Appeal From Gauteng Division of the High Court, Pretoria
Outcome
Appeal upheld; high court order set aside and replaced.
Judges
Zondi, Molemela, Plasket, Mabindla-Boqwana, Musi
Legal Topics
Right of Pre Emption, Specific Performance, Lease Agreement, Sale of Land, Contract Interpretation
Land and Property Civil Procedure Right of Pre Emption Specific Performance Lease Agreement Sale of Land Contract Interpretation

Case Brief

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Parties

Deon Nel

Appellant

Petrus Jacobus de Beer

Respondent

Pieter Hendrik Jacobus Burger NO

Respondent

Procedural Posture

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

Legal Issues

  1. 1 Whether the right of pre-emption in the lease agreement was valid and enforceable.
  2. 2 Whether the sale of two out of five leased farms triggered the right of pre-emption.
  3. 3 Whether the appellant properly exercised his right of pre-emption.

Ratio Decidendi

The Supreme Court of Appeal held that the right of pre-emption in the lease agreement was valid and enforceable. The sale of two out of five leased farms triggered the right, as the agreement did not require all farms to be sold as a unit. The appellant properly exercised his right by offering to purchase the farms on the same terms as the third-party agreement, and the exclusion of clause 2(d) did not constitute a counter-offer, as it was not material. The price was determinable from the third-party sale agreement. Specific performance was deemed the appropriate remedy, given the circumstances and the respondents' conduct. The appeal was upheld, and the high court's order was set aside...

Court Disposition

Appeal upheld; high court order set aside and replaced.

Orders

  • The appeal is upheld with costs, including the costs of two counsel.
  • The order of the high court is set aside and replaced with an order directing the plaintiff to submit a signed deed of sale to the defendants for Portions 6 and 11 of the farm Swarts Rust, containing all terms of the Fanie Trust agreement except clause 2(d), within 14 days.