Geffen and Others v Dominquez-Martin and Others (4501/2014) [2017] ZAWCHC 118; [2018] 1 All SA 21 (WCC) (17 October 2017)

Geffen and Others v Dominquez-Martin and Others (4501/2014) [2017] ZAWCHC 118; [2018] 1 All SA 21 (WCC) (17 October 2017)

The applicants failed to establish, on the founding papers and affidavits, that they suffered oppression or unfair prejudice as contemplated by s 163 of the Companies Act or s 49 of the Close Corporation Act. The evidence did not show that the applicants were parties to the relevant shareholders agreement or entitled to pre-emptive rights. The applicants admitted to being passive investors without legitimate expectation of management participation. The respondents provided the required financial statements and made a reasonable offer to purchase the applicants' interests, supported by valuation and documentation. The applicants did not substantiate their claims with expert evidence or...

Citation
[2017] ZAWCHC 118
Parties
Applicant: Charles Brent Geffen; Applicant: Decadent Dining CC; Applicant: The Trustees for the Time-Being of the Decadent Dining Trust; Applicant: The Trustees for the Time-Being of the Rae Trust; Respondent: Victoriano Dominquez-Martin; Respondent: The Estate of the Late Malcolm John Griffin; Respondent: The Trustees for the Time-Being of the Southern Seas Trust; Respondent: 10 Mellville Place CC; Respondent: The Trustees for the Time Being of the Witkruisarend Trust; Respondent: Madame Zingara Holdings (Pty) Ltd; Respondent: Midnight Feast Properties 100 (Pty) Ltd; Respondent: Midnight Feast Properties 97 (Pty) Ltd; Respondent: Caveau des Marcaires South Africa (Pty) Ltd; Respondent: Beadica Investments 12 (Pty) Ltd; Respondent: Altius Trading 444 (Pty) Ltd; Respondent: MZ Entertainment (SA) (Pty) Ltd; Respondent: Barleda 745 CC; Respondent: Bravopix 585 CC; Respondent: Beadica Investments 5 (Pty) Ltd; Respondent: Nathan Jack Sarembock
Court
Western Cape High Court, Cape Town
Jurisdiction
South Africa
Judgment Date
17 October 2017
Case Number
4501/2014
Procedural Posture
Urgent Application / Application for Relief Under S 163 of the Companies Act and S 49 of the Close Corporation Act
Outcome
Application dismissed with costs, including costs of two counsel for specified respondents.
Judges
Davis
Legal Topics
Minority Shareholder Protection, Oppressive Conduct, Shareholders Agreement, Valuation of Shares, Corporate Veil, Access to Financial Information
Commercial and Corporate Civil Procedure Minority Shareholder Protection Oppressive Conduct Shareholders Agreement Valuation of Shares Corporate Veil Access to Financial Information

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 6 Authorities cited 17 Party arguments 2 Amounts and remedies 5
Sign in to unlock

Parties

Charles Brent Geffen

Applicant

Decadent Dining CC

Applicant

The Trustees for the Time-Being of the Decadent Dining Trust

Applicant

The Trustees for the Time-Being of the Rae Trust

Applicant

Victoriano Dominquez-Martin

Respondent

The Estate of the Late Malcolm John Griffin

Respondent

The Trustees for the Time-Being of the Southern Seas Trust

Respondent

10 Mellville Place CC

Respondent

The Trustees for the Time Being of the Witkruisarend Trust

Respondent

Madame Zingara Holdings (Pty) Ltd

Respondent

Midnight Feast Properties 100 (Pty) Ltd

Respondent

Midnight Feast Properties 97 (Pty) Ltd

Respondent

Caveau des Marcaires South Africa (Pty) Ltd

Respondent

Beadica Investments 12 (Pty) Ltd

Respondent

Altius Trading 444 (Pty) Ltd

Respondent

MZ Entertainment (SA) (Pty) Ltd

Respondent

Barleda 745 CC

Respondent

Bravopix 585 CC

Respondent

Beadica Investments 5 (Pty) Ltd

Respondent

Nathan Jack Sarembock

Respondent

Procedural Posture

Urgent Application / Application for Relief Under S 163 of the Companies Act and S 49 of the Close Corporation Act

Legal Issues

  1. 1 Whether the applicants have established oppressive or unfairly prejudicial conduct by the majority shareholders under s 163 of the Companies Act and s 49 of the Close Corporation Act.
  2. 2 Whether the applicants are entitled to relief including appointment of an independent accountant and access to financial information.
  3. 3 Whether the offer made by the first respondent to purchase the applicants' interests was reasonable and negates the claim for relief.

Ratio Decidendi

The applicants failed to establish, on the founding papers and affidavits, that they suffered oppression or unfair prejudice as contemplated by s 163 of the Companies Act or s 49 of the Close Corporation Act. The evidence did not show that the applicants were parties to the relevant shareholders agreement or entitled to pre-emptive rights. The applicants admitted to being passive investors without legitimate expectation of management participation. The respondents provided the required financial statements and made a reasonable offer to purchase the applicants' interests, supported by valuation and documentation. The applicants did not substantiate their claims with expert evidence or...

Court Disposition

Application dismissed with costs, including costs of two counsel for specified respondents.

Orders

  • The application is dismissed.
  • Applicants are ordered to pay the costs of the application, including the costs of two counsel for first, third, sixth to eleventh, thirteenth to sixteenth respondents, and costs incurred by second, fourth and fifth respondents.