Jointwo Holdings v Old Mutual Life (115/06) [2007] ZASCA 5; [2007] SCA 5 (RSA) (8 March 2007)

Jointwo Holdings v Old Mutual Life (115/06) [2007] ZASCA 5; [2007] SCA 5 (RSA) (8 March 2007)

Rectification of a contract is only permissible where it is established that the written instrument fails to express the parties' common intention at the time of execution. In this case, Old Mutual's agent, Dukes, was authorised only to communicate current policy, not to agree to contractual terms. Old Mutual did not intend to bind itself to an exclusive trading arrangement, and the written leases accurately reflected the parties' agreement. Any misrepresentation by Dukes did not create a binding term or entitle the appellants to rectification, as there was no common intention at the time the lease agreements were executed. The appeal was therefore dismissed.

Citation
[2007] ZASCA 5
Parties
Appellant: Jointwo Holdings (Pty) Limited; Appellant: Malentino Holdings (Pty) Limited; Appellant: Pierre Vosloo; Appellant: Daniel Francois de Villiers Steyn; Respondent: Old Mutual Life Assurance Company (South Africa) Limited
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
8 March 2007
Case Number
115/06
Procedural Posture
Civil Appeal / Appeal From Pretoria High Court
Outcome
Appeal dismissed with costs.
Judges
Scott, Cloete, Lewis
Legal Topics
Rectification of Contract, Agency Authority, Fraudulent Misrepresentation, Lease Agreement, Damages for Breach
Commercial and Corporate Land and Property Rectification of Contract Agency Authority Fraudulent Misrepresentation Lease Agreement Damages for Breach

Case Brief

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Parties

Jointwo Holdings (Pty) Limited

Appellant

Malentino Holdings (Pty) Limited

Appellant

Pierre Vosloo

Appellant

Daniel Francois de Villiers Steyn

Appellant

Old Mutual Life Assurance Company (South Africa) Limited

Respondent

Procedural Posture

Civil Appeal / Appeal From Pretoria High Court

Legal Issues

  1. 1 Whether the written lease agreements should be rectified to exclude a Spur restaurant from operating in the mall.
  2. 2 Whether the letting agent had authority to bind Old Mutual to an exclusive trading term.
  3. 3 Whether fraudulent misrepresentation by the agent entitles the appellants to rectification.

Ratio Decidendi

Rectification of a contract is only permissible where it is established that the written instrument fails to express the parties' common intention at the time of execution. In this case, Old Mutual's agent, Dukes, was authorised only to communicate current policy, not to agree to contractual terms. Old Mutual did not intend to bind itself to an exclusive trading arrangement, and the written leases accurately reflected the parties' agreement. Any misrepresentation by Dukes did not create a binding term or entitle the appellants to rectification, as there was no common intention at the time the lease agreements were executed. The appeal was therefore dismissed.

Court Disposition

Appeal dismissed with costs.

Orders

  • The appeal is dismissed with costs.