Galloptic Trade Investment (15) PTY Ltd v Groenewald And Others (9333/2020) [2022] ZAGPJHC 540 (20 April 2022)
The court held that the respondents had actual knowledge of the registration of transfer into the applicant's name, as evidenced by their attorney's letter. The purpose of the contractual notice clause was to enable the respondents to prepare bank guarantees within 90 days, and this purpose was fulfilled by their...
Source-derived case information.
- Citation
- [2022] ZAGPJHC 540
- Parties
- Applicant: Galloptic Trade & Investment (15) PTY Ltd; Respondent: Groenewald & Others
- Court
- South Gauteng High Court, Johannesburg
- Jurisdiction
- South Africa
- Case Number
- 9333/2020
- Procedural Posture
- Civil Application / Final Judgment
- Outcome
- Application granted; agreement properly cancelled; eviction ordered; costs awarded against first and second respondents jointly and severally.
- Judges
- Wepener
- Legal Topics
- Eviction, Cancellation of Contract, Sale of Land, Specific Performance
Source-derived case record
Summary, issues, holding and outcome
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Parties
Galloptic Trade & Investment (15) PTY Ltd
Applicant
Groenewald & Others
Respondent
Procedural Posture
Civil Application / Final Judgment
Legal Issues
- 1 Whether the applicant properly cancelled the written agreement of sale.
- 2 Whether the respondents were given sufficient notice of registration as required by the contract.
- 3 Whether the respondents were obliged to provide bank guarantees within the stipulated period.
Ratio Decidendi
The court held that the respondents had actual knowledge of the registration of transfer into the applicant's name, as evidenced by their attorney's letter. The purpose of the contractual notice clause was to enable the respondents to prepare bank guarantees within 90 days, and this purpose was fulfilled by their actual knowledge. The respondents failed to provide the guarantees within the stipulated period and did not perform as required. The applicant was therefore entitled to cancel the agreement and seek eviction. The agreement was properly cancelled, and the respondents are liable to be evicted from the property.
Court Disposition
Application granted; agreement properly cancelled; eviction ordered; costs awarded against first and second respondents jointly and severally.
Orders
- The first, second, and third respondents and any persons occupying the property described as portion [....] of the Farm W [....], number 517, through them, are evicted from the property.
- The first, second, and third respondents, and any other persons occupying the property through them, are to vacate the property on or before 31 May 2022.
Full Case Text
Judgment text and source record
28 paragraphs
SAFLII Note: Certain personal/private details of parties or witnesses have been redacted from this document in compliance with the law and SAFLII Policy
IN THE HIGH COURT OF SOUTH AFRICA
GAUTENG DIVISION, JOHANNESBURG
CASE NO: 9333/2020
DATE: 2020.04.20
REPORTABLE: NO
OF INTEREST TO OTHER JUDGES: NO.
REVISED
In the matter between
GALLOPTIC TRADE & INVESTMENT (15) PTY LTD Applicant
And
GROENEWALD & OTHERS
Respondent
J U D G M E N T
WEPENER J: This matter concerns the cancellation of a written agreement of sale. Due to the development of the argument before me, I need not concern myself with the prior conduct of the parties in previous litigation, as the respondent conceded that the first time that the applicant made an election whether to abide or abide by or cancel the agreement was during these proceedings when it elected to abide by the contract. The issue arises due to a clause in the offer to purchase which reads as follows:
“The purchase price is R1.25 million, payable as follows:
[1] R nil;
[2] The 1.25 million shall be paid to the seller upon registration of transfer of the property into the name of the purchaser and shall be secured by means of bankers or other guarantee, within 90 days after confirmation of registration by the sellers attorneys.”
It is common cause between the parties that the last phrase refers to the fact that the applicant was in the process of purchasing the property and that the 90 day period was provided for from the time that the applicant acquired the property - It then had to confirm the registration into its name so that the respondents can deliver the guarantees. The respondent’s case is that the applicant never complied with the confirmation portion in that the seller's attorneys did not give a “notice of registration”. I quote the word “notice of registration”, as per the wording of the contract paragraph. The applicant avers that proof of such notice by a particular attorney is of no consequence. It says, and this is undisputed, that the respondent’s attorney recorded, in a letter date of 29 November 2018, the fact that it had knowledge. In the letter, the respondent’s attorney records that it was aware that the property was registered in the name of the applicant. The respondent complains that this does not overcome the notice required in the offer to purchase. I am of the view that the respondent’s attitude is one of extreme
technicality. The purpose of the clause was to enable the respondent to have actual knowledge of the transfer into the applicant’s
name so that he can prepare the bank guarantees within the 90-day period. On their own admission, the respondents were so aware but did not obtain the guarantees. The respondents, therefore, had actual knowledge of the registration of transfer into the name of the applicant and failed to provide the bank guarantees within the 90 day period. The respondent admitted to have had this knowledge. I am of the view that the doctrine of substance over form allows the true state of affairs to be recognised, i.e., that the respondents had actual knowledge of the transfer of the property when they recorded it in a letter by their attorney sent to the applicant's attorney. Thereafter, as it was entitled to do, the applicant gave the respondent notice, as required in the contract, and, due to the respondent’s failure to perform, duly cancelled the agreement. In my view, the agreement was properly cancelled. No other issue in this matter was debated before me. I issue the following order:
[1] The first and second, third respondents and any persons occupying the property described as portion [....] of the Farm W [....], number 517, through them, are evicted from the property.
[2] The first, second and third respondents, and any other persons occupying the property through them, or to vacate the property on or before 31 May 2022.
[3] In the event of the first, second, third respondents or any other person occupying the property through, fail to vacate the property or before 31 May 2022, then the sheriff of this court is authorised and directed to take all necessary steps in order to carry out the eviction as from 1 June 2022.
Finally, the first and second respondents are to pay the costs of this application jointly and severally, the one paying, the other to be absolved.
WEPENER J
JUDGE OF THE HIGH COURT
DATE: 2022.04.20