Knipe and Others v Lotz and Others (5081/2014) [2015] ZAFSHC 125 (25 June 2015)

Knipe and Others v Lotz and Others (5081/2014) [2015] ZAFSHC 125 (25 June 2015)

The court found that the applicants failed to discharge the onus of proving their asserted shareholding ratio. The historical documents and expert reports presented were contradictory, unauthenticated, and insufficient to establish the applicants' version. The applicants had previously accepted and acted upon the equal allocation of shares by Mrs Knipe, both in litigation and conduct, and are estopped from denying it. The trust deeds conferred an absolute and unfettered discretion on Mrs Knipe as trustee to allocate trust assets, and her allocation in equal proportions was consistent with the purpose and wording of the trust deeds. The application for declaratory relief was dismissed due...

Citation
[2015] ZAFSHC 125
Parties
Applicant: JDJ Knipe; Applicant: ABJ Knipe; Applicant: JMD Vigne; Respondent: Carol Jessie Kathleen Lotz; Respondent: Robert Petrus Jansen Knipe; Respondent: Companies and Intellectual Property Commission; Respondent: OA Noordman NO; Respondent: CB St Clair Cooper NO; Respondent: SM Rampororo NO
Court
Free State High Court, Bloemfontein
Jurisdiction
South Africa
Judgment Date
25 June 2015
Case Number
5081/2014
Procedural Posture
Declaratory Application / Judgment on Merits and Counter Application
Outcome
Applicants' application for declaratory relief dismissed; counter-application by first respondent granted; costs awarded against applicants on attorney and client scale.
Judges
G. J. M. Wright
Legal Topics
Shareholder Disputes, Trust Deeds Interpretation, Rectification of Register, Estoppel, Liquidation Proceedings
Commercial and Corporate Civil Procedure Shareholder Disputes Trust Deeds Interpretation Rectification of Register Estoppel Liquidation Proceedings

Case Brief

Summary, issues, holding and outcome

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Parties

JDJ Knipe

Applicant

ABJ Knipe

Applicant

JMD Vigne

Applicant

Carol Jessie Kathleen Lotz

Respondent

Robert Petrus Jansen Knipe

Respondent

Companies and Intellectual Property Commission

Respondent

OA Noordman NO

Respondent

CB St Clair Cooper NO

Respondent

SM Rampororo NO

Respondent

Procedural Posture

Declaratory Application / Judgment on Merits and Counter Application

Legal Issues

  1. 1 Whether the shareholding ratio in Kameelhoek (Pty) Ltd and Schaapplaatz 978 (Pty) Ltd is as contended by the applicants or as allocated by Mrs Knipe.
  2. 2 Whether Mrs Knipe had the discretion under the trust deeds to allocate shares among the siblings in equal proportions.
  3. 3 Whether the applicants are estopped from denying the equal allocation of shares due to their previous conduct and pleadings.

Ratio Decidendi

The court found that the applicants failed to discharge the onus of proving their asserted shareholding ratio. The historical documents and expert reports presented were contradictory, unauthenticated, and insufficient to establish the applicants' version. The applicants had previously accepted and acted upon the equal allocation of shares by Mrs Knipe, both in litigation and conduct, and are estopped from denying it. The trust deeds conferred an absolute and unfettered discretion on Mrs Knipe as trustee to allocate trust assets, and her allocation in equal proportions was consistent with the purpose and wording of the trust deeds. The application for declaratory relief was dismissed due...

Court Disposition

Applicants' application for declaratory relief dismissed; counter-application by first respondent granted; costs awarded against applicants on attorney and client scale.

Orders

  • The late filing of the Applicants' Replying Affidavits is condoned.
  • Specified paragraphs and annexures are struck from the Applicants' Replying Affidavit in response to the First Respondent's Opposing Affidavit.