Ford v Evaton Mathlo Projects (Pty) Ltd. (140/90) [1991] ZASCA 182 (28 November 1991)

Ford v Evaton Mathlo Projects (Pty) Ltd. (140/90) [1991] ZASCA 182 (28 November 1991)

Clause 15 did not grant the appellant a right of first refusal over all residential erven, but only those he specifically selected. The respondent fulfilled its obligation by inviting the appellant to choose the erven he wanted in each phase of development. The appellant failed to make any selection, so the right of first refusal never became operative. The language of clause 15 required the appellant to identify the particular erven, distinguishing it from clause 12, which granted a right of first refusal over all erven with business rights. The respondent's compliance with its initial obligation and the appellant's inaction meant there was no breach of clause 15.

Citation
[1991] ZASCA 182
Parties
Appellant: Than (Tan) Wan Ford; Respondent: Evaton Mathlo Projects (Pty) Limited
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
28 November 1991
Case Number
140/90
Procedural Posture
Civil Appeal / Appeal From Declaratory Application
Outcome
Appeal dismissed with costs.
Judges
Joubert, Hefer, F H Grosskopf, Nicholas, Van Coller
Legal Topics
Right of First Refusal, Contractual Interpretation, Pre Emption, Sale of Land
Land and Property Commercial and Corporate Right of First Refusal Contractual Interpretation Pre Emption Sale of Land

Case Brief

Summary, issues, holding and outcome

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Parties

Than (Tan) Wan Ford

Appellant

Evaton Mathlo Projects (Pty) Limited

Respondent

Procedural Posture

Civil Appeal / Appeal From Declaratory Application

Legal Issues

  1. 1 What is the proper interpretation of clause 15 regarding the right of first refusal?
  2. 2 Did the respondent comply with its obligations under clause 15 of the deed of sale?
  3. 3 Was the appellant entitled to a right of first refusal over all residential erven or only those he selected?

Ratio Decidendi

Clause 15 did not grant the appellant a right of first refusal over all residential erven, but only those he specifically selected. The respondent fulfilled its obligation by inviting the appellant to choose the erven he wanted in each phase of development. The appellant failed to make any selection, so the right of first refusal never became operative. The language of clause 15 required the appellant to identify the particular erven, distinguishing it from clause 12, which granted a right of first refusal over all erven with business rights. The respondent's compliance with its initial obligation and the appellant's inaction meant there was no breach of clause 15.

Court Disposition

Appeal dismissed with costs.

Orders

  • The appeal is dismissed with costs.