Knipe and Others v Kameelhoek (Pty) Ltd and Another, Knipe and Others v Schaapplaats 978 (Pty) Ltd and Another (1936 /2011, 1937/2011) [2013] ZAFSHC 108; 2014 (1) SA 52 (FB) (27 June 2013)

Knipe and Others v Kameelhoek (Pty) Ltd and Another, Knipe and Others v Schaapplaats 978 (Pty) Ltd and Another (1936 /2011, 1937/2011) [2013] ZAFSHC 108; 2014 (1) SA 52 (FB) (27 June 2013)

The court found that the relationship of trust and confidence among the shareholders of the companies had irretrievably broken down, rendering the companies unmanageable as domestic family entities. The companies were property-holding and did not conduct trading activities, making liquidation analogous to a forced...

Source-derived case information.

Citation
[2013] ZAFSHC 108
Parties
Applicant: Moira Elizabeth Knipe; Applicant: Moira Elizabeth Knipe N.O.; Applicant: Carol Jessie Kathleen Lotz; Applicant: John-D Knipe Lotz; Applicant: André Guilluaume Knipe Lotz; Applicant: Moira Elicia Krystal Lotz; Applicant: Lindsay Richelle Lotz; Respondent: Kameelhoek (Pty) Ltd; Respondent: The Master of the Free State High Court; Respondent: Schaapplaats 978 (Pty) Ltd; Respondent: Jacqueline Moira Deborah Vigne; Respondent: Robert Petrus Jansen Knipe
Court
Free State High Court, Bloemfontein
Jurisdiction
South Africa
Judgment Date
27 June 2013
Case Number
1936/2011; 1937/2011
Procedural Posture
Winding Up Application / Return Date of Provisional Liquidation; Consideration of Final Winding Up Orders
Outcome
Final winding-up orders granted for both companies; Pieter's application to intervene dismissed; costs awarded as specified.
Judges
Daffue
Legal Topics
Just and Equitable Winding Up, Domestic Company Dispute, Section 163 Companies Act, Shareholder Oppression, Family Company Breakdown
Commercial and Corporate Civil Procedure Just and Equitable Winding Up Domestic Company Dispute Section 163 Companies Act Shareholder Oppression Family Company Breakdown

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Parties

Moira Elizabeth Knipe

Applicant

Moira Elizabeth Knipe N.O.

Applicant

Carol Jessie Kathleen Lotz

Applicant

John-D Knipe Lotz

Applicant

André Guilluaume Knipe Lotz

Applicant

Moira Elicia Krystal Lotz

Applicant

Lindsay Richelle Lotz

Applicant

Kameelhoek (Pty) Ltd

Respondent

The Master of the Free State High Court

Respondent

Schaapplaats 978 (Pty) Ltd

Respondent

Jacqueline Moira Deborah Vigne

Respondent

Robert Petrus Jansen Knipe

Respondent

Procedural Posture

Winding Up Application / Return Date of Provisional Liquidation; Consideration of Final Winding Up Orders

Legal Issues

  1. 1 Whether the breakdown of trust and confidence among shareholders justifies final winding-up on just and equitable grounds.
  2. 2 Whether the companies are domestic companies akin to partnerships for purposes of winding-up.
  3. 3 Whether alternative remedies, such as those under section 163 of the Companies Act, are viable instead of liquidation.

Ratio Decidendi

The court found that the relationship of trust and confidence among the shareholders of the companies had irretrievably broken down, rendering the companies unmanageable as domestic family entities. The companies were property-holding and did not conduct trading activities, making liquidation analogous to a forced sale among co-owners. The evidence did not support the contention that Carol was solely responsible for the breakdown, nor did it disturb the findings of the Full Bench. Offers to purchase Carol's shares were not bona fide and did not provide a viable alternative to liquidation. The court held that the requirements for final winding-up on just and equitable grounds were met....

Court Disposition

Final winding-up orders granted for both companies; Pieter's application to intervene dismissed; costs awarded as specified.

Orders

  • The rules nisi in both applications 1936/2011 and 1937/2011 are confirmed and final winding-up orders are granted.
  • The fourteenth applicant's costs in both applications, on an opposed basis and exclusive of the costs of unsuccessful applicants, are to be costs in the liquidations.