Dladla and Others v CNG Holdings (Pty) Ltd and Others (37732/2021) [2023] ZAGPJHC 816 (18 July 2023)

Dladla and Others v CNG Holdings (Pty) Ltd and Others (37732/2021) [2023] ZAGPJHC 816 (18 July 2023)

The court found that the applicants failed to establish reasonable prospects of success on appeal. The interpretation of clause 11.1 of the Memorandum of Incorporation and the application of section 66(11) of the Companies Act were correctly applied in the original interlocutory judgment. The appointment of the eighth respondent as attorney of record was valid, regardless of any alleged irregularities in the board meeting. The applicants did not set out proper grounds for leave to appeal, and the application was dismissed with costs, including costs of two counsel.

Citation
[2023] ZAGPJHC 816
Parties
Applicant: John Zazi Dladla; Applicant: Seshupo Thabiso Mageza; Applicant: Sakhikusasa Construction and Projects (Pty) Ltd; Respondent: CNG Holdings (Pty) Ltd; Respondent: Xolile Lennox Sizani; Respondent: Musa Hlongwa; Respondent: Aleta Jovner; Respondent: Thandi Hillie; Respondent: Steven Lee Rothman; Respondent: Mark Otto; Respondent: Shaheen Samsodien Attorneys
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
18 July 2023
Case Number
37732/2021
Procedural Posture
Leave to Appeal / Application for Leave to Appeal Against Interlocutory Order
Outcome
Application for leave to appeal dismissed with costs, including costs of two counsel.
Judges
MAKUME
Legal Topics
Leave to Appeal, Board Powers, Memorandum of Incorporation, Authority of Attorney, Companies Act Interpretation
Civil Procedure Commercial and Corporate Leave to Appeal Board Powers Memorandum of Incorporation Authority of Attorney Companies Act Interpretation

Case Brief

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Parties

John Zazi Dladla

Applicant

Seshupo Thabiso Mageza

Applicant

Sakhikusasa Construction and Projects (Pty) Ltd

Applicant

CNG Holdings (Pty) Ltd

Respondent

Xolile Lennox Sizani

Respondent

Musa Hlongwa

Respondent

Aleta Jovner

Respondent

Thandi Hillie

Respondent

Steven Lee Rothman

Respondent

Mark Otto

Respondent

Shaheen Samsodien Attorneys

Respondent

Procedural Posture

Leave to Appeal / Application for Leave to Appeal Against Interlocutory Order

Legal Issues

  1. 1 Whether the applicants have reasonable prospects of success in appealing the interlocutory order dismissing their Rule 7(1) application.
  2. 2 Whether the court erred in interpreting clause 11.1 of the Memorandum of Incorporation regarding board constitution and authority.
  3. 3 Whether the appointment of the eighth respondent as attorney of record was valid despite alleged irregularities in the board meeting.

Ratio Decidendi

The court found that the applicants failed to establish reasonable prospects of success on appeal. The interpretation of clause 11.1 of the Memorandum of Incorporation and the application of section 66(11) of the Companies Act were correctly applied in the original interlocutory judgment. The appointment of the eighth respondent as attorney of record was valid, regardless of any alleged irregularities in the board meeting. The applicants did not set out proper grounds for leave to appeal, and the application was dismissed with costs, including costs of two counsel.

Court Disposition

Application for leave to appeal dismissed with costs, including costs of two counsel.

Orders

  • The application for leave to appeal is dismissed.
  • The applicants are ordered to pay the respondents' taxed party and party costs, including the costs of two counsel.