Donald & Richard Currie (Pty) Ltd v Growthpoint Properties Ltd (572/11) [2012] ZASCA 114 (13 September 2012)

Donald & Richard Currie (Pty) Ltd v Growthpoint Properties Ltd (572/11) [2012] ZASCA 114 (13 September 2012)

The Supreme Court of Appeal held that the appellants, by completing and submitting the acceptance forms in the prescribed manner, unequivocally accepted the offer made by Growthpoint Properties Ltd. The errors in the forms were of the appellants' own making and were not reasonable or induced by the respondent or its agent. Computershare's role was limited to processing the forms and did not extend to questioning the appellants' election. The legal principles governing mistake in contract require that the party seeking to avoid the contract must show that the other party was misled, which was not the case here. The election for cash was clear on the face of the forms, and the appellants...

Citation
[2012] ZASCA 114
Parties
Appellant: Donald & Richard Currie (Pty) Ltd; Appellant: Richard Currie; Respondent: Growthpoint Properties Ltd
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
13 September 2012
Case Number
572/11
Procedural Posture
Civil Appeal / Appeal From South Gauteng High Court, Johannesburg
Outcome
Appeal dismissed with costs.
Judges
Lewis, Mhlantla, Bosielo, Leach, Tshiqi
Legal Topics
Contract Acceptance, Iustus Error, Company Takeover, Securities Regulation
Commercial and Corporate Civil Procedure Contract Acceptance Iustus Error Company Takeover Securities Regulation

Case Brief

Summary, issues, holding and outcome

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Parties

Donald & Richard Currie (Pty) Ltd

Appellant

Richard Currie

Appellant

Growthpoint Properties Ltd

Respondent

Procedural Posture

Civil Appeal / Appeal From South Gauteng High Court, Johannesburg

Legal Issues

  1. 1 Whether the appellants' acceptance of the mass offer was void due to errors in completing the acceptance forms.
  2. 2 Whether the appellants can rely on their own mistakes to avoid the contract concluded with the respondent.
  3. 3 Whether the respondent's agent, Computershare, should have recognised the errors and sought clarification before processing the acceptance.

Ratio Decidendi

The Supreme Court of Appeal held that the appellants, by completing and submitting the acceptance forms in the prescribed manner, unequivocally accepted the offer made by Growthpoint Properties Ltd. The errors in the forms were of the appellants' own making and were not reasonable or induced by the respondent or its agent. Computershare's role was limited to processing the forms and did not extend to questioning the appellants' election. The legal principles governing mistake in contract require that the party seeking to avoid the contract must show that the other party was misled, which was not the case here. The election for cash was clear on the face of the forms, and the appellants...

Court Disposition

Appeal dismissed with costs.

Orders

  • The appeal is dismissed with costs.