Kadoma Trading (Pty) Ltd v Noble Crest CC (452/2012) [2013] ZASCA 52; 2013 (3) SA 338 (SCA); [2013] 3 All SA 126 (SCA) (28 March 2013)

Kadoma Trading (Pty) Ltd v Noble Crest CC (452/2012) [2013] ZASCA 52; 2013 (3) SA 338 (SCA); [2013] 3 All SA 126 (SCA) (28 March 2013)

Section 26(7) of the Close Corporations Act unambiguously provides that upon restoration, a corporation is deemed to have continued in existence as from the date of deregistration as if it were never deregistered. This retroactive deeming validates all acts performed during the period of deregistration, including the conclusion of contracts. The administrative restoration process is sufficient and does not require judicial intervention. The appellant's interpretation, which would limit the effect of restoration to prospective acts only, is inconsistent with the statutory language and established case law. The agreements between the parties, though entered into during deregistration, were...

Citation
[2013] ZASCA 52
Parties
Appellant: Kadoma Trading 15 (Pty) Ltd; Respondent: Noble Crest CC
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
28 March 2013
Case Number
452/2012
Procedural Posture
Civil Appeal / Appeal From Western Cape High Court (court of First Instance)
Outcome
Appeal dismissed with costs on an attorney and own client scale.
Judges
Maya, Shongwe, Pillay, Erasmus, Swain
Legal Topics
Close Corporations Act, Deregistration and Restoration, Contract Validity, Retrospective Validation
Commercial and Corporate Civil Procedure Close Corporations Act Deregistration and Restoration Contract Validity Retrospective Validation

Case Brief

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Parties

Kadoma Trading 15 (Pty) Ltd

Appellant

Noble Crest CC

Respondent

Procedural Posture

Civil Appeal / Appeal From Western Cape High Court (court of First Instance)

Legal Issues

  1. 1 Does section 26(7) of the Close Corporations Act retroactively validate contracts entered into during a period of deregistration?
  2. 2 Are sale and franchise agreements concluded during deregistration void or revived upon restoration?
  3. 3 Is the restoration of registration an administrative or judicial process under section 26?

Ratio Decidendi

Section 26(7) of the Close Corporations Act unambiguously provides that upon restoration, a corporation is deemed to have continued in existence as from the date of deregistration as if it were never deregistered. This retroactive deeming validates all acts performed during the period of deregistration, including the conclusion of contracts. The administrative restoration process is sufficient and does not require judicial intervention. The appellant's interpretation, which would limit the effect of restoration to prospective acts only, is inconsistent with the statutory language and established case law. The agreements between the parties, though entered into during deregistration, were...

Court Disposition

Appeal dismissed with costs on an attorney and own client scale.

Orders

  • The appeal is dismissed with costs on an attorney and own client scale.