Hesslewood v Naidoo and Another (50937/2013) [2017] ZAGPPHC 423 (7 March 2017)

Hesslewood v Naidoo and Another (50937/2013) [2017] ZAGPPHC 423 (7 March 2017)

The court found that the payment made in 2010 was provisional and not the final purchase price for the 16% shares. The shareholders agreement required valuation based on actual figures as at 31 May 2010, which could only be determined after the relevant contracts expired. The evidence of Mr Tromans, accepted by both parties, established the final value of the shares and the amount owed. The acknowledgement of debt did not preclude deferred valuation. The plaintiff was entitled to the balance of R556,189.12, with interest from 24 February 2013.

Citation
[2017] ZAGPPHC 423
Parties
Plaintiff: P.D. Hesslewood; Defendant: N. Naidoo; Defendant: HTSA Power Pty Ltd
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
7 March 2017
Case Number
50937/2013
Procedural Posture
Civil Trial / Final Judgment
Outcome
Plaintiff's claim succeeds.
Judges
C.P. Rabie
Legal Topics
Shareholder Agreements, Valuation of Shares, Acknowledgement of Debt, Deferred Payment, Contractual Interpretation
Commercial and Corporate Shareholder Agreements Valuation of Shares Acknowledgement of Debt Deferred Payment Contractual Interpretation

Case Brief

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Parties

P.D. Hesslewood

Plaintiff

N. Naidoo

Defendant

HTSA Power Pty Ltd

Defendant

Procedural Posture

Civil Trial / Final Judgment

Legal Issues

  1. 1 Whether the payment of R1,205,445.49 constituted the full purchase price for the 16% shares or only a provisional payment.
  2. 2 Whether the plaintiff is entitled to the balance of R556,189.12 based on the final valuation as at 31 May 2010.
  3. 3 How the shareholders agreement and acknowledgement of debt should be interpreted regarding timing and calculation of the share value.

Ratio Decidendi

The court found that the payment made in 2010 was provisional and not the final purchase price for the 16% shares. The shareholders agreement required valuation based on actual figures as at 31 May 2010, which could only be determined after the relevant contracts expired. The evidence of Mr Tromans, accepted by both parties, established the final value of the shares and the amount owed. The acknowledgement of debt did not preclude deferred valuation. The plaintiff was entitled to the balance of R556,189.12, with interest from 24 February 2013.

Court Disposition

Plaintiff's claim succeeds.

Orders

  • The first defendant is ordered to pay the plaintiff the sum of R556,189.10 together with interest at 3% above the prime rate charged by First National Bank from 24 February 2013 to date of final payment.
  • The first defendant is ordered to pay the plaintiff's costs of suit, including the costs of senior counsel.