Jones and Others v Hendrik Frederick Delport and Others (2023/082594) [2024] ZAGPPHC 833; 2025 (2) SA 193 (GP) (28 August 2024)

Jones and Others v Hendrik Frederick Delport and Others (2023/082594) [2024] ZAGPPHC 833; 2025 (2) SA 193 (GP) (28 August 2024)

The court found that the applicants' conduct in supporting the removal of certain directors in a related company was not performed in their capacity as directors of the respondent companies and therefore could not constitute neglect or dereliction under section 71(3)(b) of the Companies Act. There was no evidence...

Source-derived case information.

Citation
[2024] ZAGPPHC 833
Parties
Applicant: Lynette Jean Jones; Applicant: Philippus Vermeulen; Applicant: Jeffrey Albert Earle; Respondent: Hendrik Frederick Delport; Respondent: Jan Andries Coetzee; Respondent: Kolisang Mochesane Lepholisa; Respondent: Niklaas Johannes Degenaars; Respondent: Christopher Arthur Illston Pickard; Respondent: Nicolette Muller; Respondent: Rand Airport Holdings (Pty) Ltd; Respondent: Rand Airport Management Company (Pty) Ltd; Respondent: The Companies and Intellectual Property Commission
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
28 August 2024
Case Number
2023/082594
Procedural Posture
Review Application / Judgment on Review Under Section 71(5) of the Companies Act
Outcome
Application granted; board determinations to remove applicants as directors reviewed and set aside; applicants reinstated as directors; costs awarded against respondents.
Judges
H F Oosthuizen
Legal Topics
Removal of Directors, Companies Act Section 71, Board Powers, Statutory Review, Director Duties
Commercial and Corporate Civil Procedure Removal of Directors Companies Act Section 71 Board Powers Statutory Review Director Duties

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Summary, issues, holding and outcome

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Parties

Lynette Jean Jones

Applicant

Philippus Vermeulen

Applicant

Jeffrey Albert Earle

Applicant

Hendrik Frederick Delport

Respondent

Jan Andries Coetzee

Respondent

Kolisang Mochesane Lepholisa

Respondent

Niklaas Johannes Degenaars

Respondent

Christopher Arthur Illston Pickard

Respondent

Nicolette Muller

Respondent

Rand Airport Holdings (Pty) Ltd

Respondent

Rand Airport Management Company (Pty) Ltd

Respondent

The Companies and Intellectual Property Commission

Respondent

Procedural Posture

Review Application / Judgment on Review Under Section 71(5) of the Companies Act

Legal Issues

  1. 1 Whether the applicants were negligent or derelict in the performance of their functions as directors within the meaning of section 71(3)(b) of the Companies Act.
  2. 2 Whether the board's determination to remove the applicants as directors complied with the substantive and procedural requirements of section 71.
  3. 3 Whether the applicants' conduct constituted a breach of their duties under section 76 of the Companies Act.

Ratio Decidendi

The court found that the applicants' conduct in supporting the removal of certain directors in a related company was not performed in their capacity as directors of the respondent companies and therefore could not constitute neglect or dereliction under section 71(3)(b) of the Companies Act. There was no evidence that the applicants used their positions as directors to benefit Mr Coetzee or to undermine legal action against him. The allegations against the applicants were speculative and unsupported by facts. The applicants did not breach their duties under section 76(2)(a), 76(3)(b), or 76(3)(c)(i). The board's determination to remove the applicants as directors was not valid, and the...

Court Disposition

Application granted; board determinations to remove applicants as directors reviewed and set aside; applicants reinstated as directors; costs awarded against respondents.

Orders

  • The determinations of the boards of directors of the seventh and eighth respondents, made at the meeting of the boards held on 3 August 2023, to remove the first to third applicants as directors of the seventh and eighth respondents, are reviewed and set aside.
  • The first to third applicants are forthwith reinstated as directors of the seventh and eighth respondents.