Jonker en 'n Ander v Meester Van Die Hooggeregshof (88/85) [1986] ZASCA 64 (29 May 1986)

Jonker en 'n Ander v Meester Van Die Hooggeregshof (88/85) [1986] ZASCA 64 (29 May 1986)

The court held that the ordinary grammatical meaning of 'value' in clause 7(c)(ii) refers to the monetary equivalent of the shares as reflected in the balance sheet. This amount can be zero or any positive sum, but cannot be negative. The function of the word 'plus' in clause 7(c)(i) indicates that the purchase price is to be increased by the value of the shares, if any, but not decreased by a negative value. The court found that the parties never intended for the purchase price to be reduced by a negative share value. The clause is clear and unambiguous, and the appellants failed to make out a case for rectification. Accordingly, the interpretation adopted by the respondents and the...

Citation
[1986] ZASCA 64
Parties
Appellant: Franz Antony Jonker; Appellant: Stephanus Johannes Grobler; Respondent: Die Meester van die Hooggeregshof; Respondent: Die Eksekuteurs, Boedel Wyle P J Stroebel
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
29 May 1986
Case Number
88/85
Procedural Posture
Civil Appeal / Appeal From Dismissal of Application to Set Aside Master's Decision
Outcome
Appeal dismissed with costs. Appellants to pay the costs of their condonation applications.
Judges
Joubert, Viljoen, Botha, Galgut, Nestadt
Legal Topics
Interpretation of Contracts, Liquidation and Distribution Account, Rectification of Contract, Share Valuation
Civil Procedure Commercial and Corporate Interpretation of Contracts Liquidation and Distribution Account Rectification of Contract Share Valuation

Case Brief

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Parties

Franz Antony Jonker

Appellant

Stephanus Johannes Grobler

Appellant

Die Meester van die Hooggeregshof

Respondent

Die Eksekuteurs, Boedel Wyle P J Stroebel

Respondent

Procedural Posture

Civil Appeal / Appeal From Dismissal of Application to Set Aside Master's Decision

Legal Issues

  1. 1 What is the correct interpretation of clause 7(c)(ii) of the written agreement regarding the valuation of the deceased's shares?
  2. 2 Is the value of the deceased's shares as reflected in the balance sheet capable of being negative for the purposes of calculating the purchase price?
  3. 3 Are the appellants entitled to rectification of the agreement to reflect their alleged common intention?

Ratio Decidendi

The court held that the ordinary grammatical meaning of 'value' in clause 7(c)(ii) refers to the monetary equivalent of the shares as reflected in the balance sheet. This amount can be zero or any positive sum, but cannot be negative. The function of the word 'plus' in clause 7(c)(i) indicates that the purchase price is to be increased by the value of the shares, if any, but not decreased by a negative value. The court found that the parties never intended for the purchase price to be reduced by a negative share value. The clause is clear and unambiguous, and the appellants failed to make out a case for rectification. Accordingly, the interpretation adopted by the respondents and the...

Court Disposition

Appeal dismissed with costs. Appellants to pay the costs of their condonation applications.

Orders

  • The appeal is dismissed with costs.
  • The appellants are ordered to pay the costs associated with their applications for condonation.