Investec Bank Ltd. and Another v Lefkowitz (384/95) [1996] ZASCA 136; 1997 (3) SA 1 (SCA); [1997] 1 All SA 581 (A); (27 November 1996)

Investec Bank Ltd. and Another v Lefkowitz (384/95) [1996] ZASCA 136; 1997 (3) SA 1 (SCA); [1997] 1 All SA 581 (A); (27 November 1996)

The Supreme Court of Appeal held that the operative trust deed governing Mrs Lefkowitz's share options was annexure PRJ3, not the outdated annexure F. The court found that the terms of clause 17.2 of PRJ3 imposed clear contractual restrictions on the timing and percentage of shares that could be acquired, requiring incremental acquisition over specified periods. Mrs Lefkowitz's attempt to exercise her options in full before the two-year period was premature and ineffectual. Since she was no longer employed when the two-year period expired, clause 17.1.2 disqualified her from taking up the shares. The court also found that the mistaken provision of the outdated trust deed did not alter the...

Citation
[1996] ZASCA 136
Parties
Appellant: Investec Bank Limited; Appellant: Reichmans Limited; Respondent: Audrey Cecile Lefkowitz
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
27 November 1996
Case Number
384/95
Procedural Posture
Civil Appeal / Appeal From Witwatersrand Local Division; Judgment Delivered
Outcome
Appeal upheld; application dismissed with costs, including costs of two counsel.
Judges
Van Heerden JA, Hefer JA, Eksteen JA, Nienaber JA, Marais JA
Legal Topics
Share Option Scheme, Contractual Interpretation, Employee Incentives, Trust Deed Construction
Commercial and Corporate Share Option Scheme Contractual Interpretation Employee Incentives Trust Deed Construction

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 2 Authorities cited 1 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Investec Bank Limited

Appellant

Reichmans Limited

Appellant

Audrey Cecile Lefkowitz

Respondent

Procedural Posture

Civil Appeal / Appeal From Witwatersrand Local Division; Judgment Delivered

Legal Issues

  1. 1 Which trust deed governed the share option agreements between Mrs Lefkowitz and the companies.
  2. 2 Whether Mrs Lefkowitz was entitled to exercise her share options before the two-year period had elapsed.
  3. 3 Whether proceedings should have been instituted against the trustees rather than the companies.

Ratio Decidendi

The Supreme Court of Appeal held that the operative trust deed governing Mrs Lefkowitz's share options was annexure PRJ3, not the outdated annexure F. The court found that the terms of clause 17.2 of PRJ3 imposed clear contractual restrictions on the timing and percentage of shares that could be acquired, requiring incremental acquisition over specified periods. Mrs Lefkowitz's attempt to exercise her options in full before the two-year period was premature and ineffectual. Since she was no longer employed when the two-year period expired, clause 17.1.2 disqualified her from taking up the shares. The court also found that the mistaken provision of the outdated trust deed did not alter the...

Court Disposition

Appeal upheld; application dismissed with costs, including costs of two counsel.

Orders

  • The application is dismissed with costs.
  • Costs include those of two counsel.