Gorosha Leaf Trading 143 CC and Another v Van Diggelen and Others (2022/049627) [2024] ZAGPJHC 126 (12 February 2024)

Gorosha Leaf Trading 143 CC and Another v Van Diggelen and Others (2022/049627) [2024] ZAGPJHC 126 (12 February 2024)

The court found that the Agreement was not void despite contravening section 11 of the Mineral and Petroleum Resources Development Act, as the Act regulates the disposal of shares, not the conclusion of agreements. The transfer of shares without ministerial consent was unlawful and unenforceable, but the Agreement itself remained valid. The deposit paid under the Agreement was expressly non-refundable and the relevant clause survived termination, including termination for illegality. The applicants, as members of the JV and not the JV itself, lacked standing to claim relief. The prior interdict application did not render the matter res judicata. Costs were awarded against the applicants...

Citation
[2024] ZAGPJHC 126
Parties
Applicant: Gorosha Leaf Trading 143 CC; Applicant: Forever Youung Projects and Plant Hire (Pty) Ltd; Respondent: Ivor Lancelot Van Diggelen; Respondent: GFM Mining and Resources (Pty) Ltd; Respondent: Wakefield Colliery (Pty) Ltd; Respondent: Mandla Carl Khumalo N.O.; Respondent: Rachael Tsholofelo Khumalo N.O.; Respondent: Tshepo Mosaka N.O; Respondent: Baipule Mathabo Senatle N.O.
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
12 February 2024
Case Number
2022/049627
Procedural Posture
Review Application / First Instance Judgment
Outcome
Application dismissed. Costs awarded against the applicants in favour of the first respondent. Third respondent to pay its own costs.
Judges
P Green
Legal Topics
Mineral and Petroleum Resources Development Act, Transfer of Mining Rights, Contract Interpretation, Ministerial Consent, Unjustified Enrichment
Land and Property Commercial and Corporate Mineral and Petroleum Resources Development Act Transfer of Mining Rights Contract Interpretation Ministerial Consent Unjustified Enrichment

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Parties

Gorosha Leaf Trading 143 CC

Applicant

Forever Youung Projects and Plant Hire (Pty) Ltd

Applicant

Ivor Lancelot Van Diggelen

Respondent

GFM Mining and Resources (Pty) Ltd

Respondent

Wakefield Colliery (Pty) Ltd

Respondent

Mandla Carl Khumalo N.O.

Respondent

Rachael Tsholofelo Khumalo N.O.

Respondent

Tshepo Mosaka N.O

Respondent

Baipule Mathabo Senatle N.O.

Respondent

Procedural Posture

Review Application / First Instance Judgment

Legal Issues

  1. 1 Whether the Agreement for the sale of shares in Wakefield Colliery (Pty) Ltd is void for contravening section 11 of the Mineral and Petroleum Resources Development Act.
  2. 2 Whether the applicants are entitled to repayment of the R2.5 million deposit paid under the Agreement.
  3. 3 Whether the applicants, as members of the JV, have locus standi to claim relief.

Ratio Decidendi

The court found that the Agreement was not void despite contravening section 11 of the Mineral and Petroleum Resources Development Act, as the Act regulates the disposal of shares, not the conclusion of agreements. The transfer of shares without ministerial consent was unlawful and unenforceable, but the Agreement itself remained valid. The deposit paid under the Agreement was expressly non-refundable and the relevant clause survived termination, including termination for illegality. The applicants, as members of the JV and not the JV itself, lacked standing to claim relief. The prior interdict application did not render the matter res judicata. Costs were awarded against the applicants...

Court Disposition

Application dismissed. Costs awarded against the applicants in favour of the first respondent. Third respondent to pay its own costs.

Orders

  • The application is dismissed.
  • The applicants, jointly and severally, are to pay the first respondent’s costs of this application on the scale as between party and party, such costs to be taxed or agreed.