Du Plooy N.O and Others v De Hollandsche Molen Share Block Ltd and Another (4308/2015) [2015] ZAWCHC 173; [2016] 1 All SA 748 (WCC); 2017 (3) SA 274 (WCC) (11 November 2015)

Du Plooy N.O and Others v De Hollandsche Molen Share Block Ltd and Another (4308/2015) [2015] ZAWCHC 173; [2016] 1 All SA 748 (WCC); 2017 (3) SA 274 (WCC) (11 November 2015)

The court found that the NJ Du Plooy Trust is the registered owner of the class B – F shares in the first respondent, based on the evidence of share certificates, longstanding recognition by the board, and the transfer of shares to the trust. Ownership of shares does not depend on registration in the securities register, and the absence of a use agreement does not invalidate the transfer, as the relevant articles and statutory provisions relate to formalities rather than conditional restrictions. The court exercised its discretion under section 161 of the Companies Act 2008 to clarify the trust's rights and ordered that the securities register reflect the trust's ownership. The...

Citation
[2015] ZAWCHC 173
Parties
Applicant: Nicolaas Johannes Du Plooy N.O; Applicant: Catherina Magdalena Du Plooy N.O; Applicant: Nicolaas Johannes Du Plooy; Applicant: Harold Meyer Liversage; Applicant: Sandra van der Westhuizen; Respondent: De Hollandsche Molen Share Block Ltd; Respondent: The Shareholders of Ordinary A Class Shares in De Hollandsche Molen Share Block Ltd
Court
Western Cape High Court, Cape Town
Jurisdiction
South Africa
Judgment Date
11 November 2015
Case Number
4308/2015
Procedural Posture
Civil Application / First Instance Judgment
Outcome
Application granted. Declaratory relief issued in favour of the applicants.
Judges
Davis
Legal Topics
Share Block Companies Act, Companies Act 2008, Shareholder Rights, Securities Register, Use Agreement, Declaratory Relief
Commercial and Corporate Land and Property Share Block Companies Act Companies Act 2008 Shareholder Rights Securities Register Use Agreement Declaratory Relief

Case Brief

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Parties

Nicolaas Johannes Du Plooy N.O

Applicant

Catherina Magdalena Du Plooy N.O

Applicant

Nicolaas Johannes Du Plooy

Applicant

Harold Meyer Liversage

Applicant

Sandra van der Westhuizen

Applicant

De Hollandsche Molen Share Block Ltd

Respondent

The Shareholders of Ordinary A Class Shares in De Hollandsche Molen Share Block Ltd

Respondent

Procedural Posture

Civil Application / First Instance Judgment

Legal Issues

  1. 1 Whether the NJ Du Plooy Trust is the registered owner of the class B – F shares in the first respondent.
  2. 2 Whether registration in the securities register is a prerequisite for ownership of shares in a share block company.
  3. 3 Whether the absence of a use agreement invalidates the transfer of shares under the Share Blocks Control Act.

Ratio Decidendi

The court found that the NJ Du Plooy Trust is the registered owner of the class B – F shares in the first respondent, based on the evidence of share certificates, longstanding recognition by the board, and the transfer of shares to the trust. Ownership of shares does not depend on registration in the securities register, and the absence of a use agreement does not invalidate the transfer, as the relevant articles and statutory provisions relate to formalities rather than conditional restrictions. The court exercised its discretion under section 161 of the Companies Act 2008 to clarify the trust's rights and ordered that the securities register reflect the trust's ownership. The...

Court Disposition

Application granted. Declaratory relief issued in favour of the applicants.

Orders

  • It is declared that the NJ Du Plooy Trust is the registered owner of the class B – F shares in the first respondent.
  • The NJ Du Plooy Trust shall enter into a use agreement with the first respondent in respect of each of the share blocks established in respect of the class B – F shares.