KPMG Chartered Accountants (SA) v Securefin Limited and Another (644/07) [2009] ZASCA 7; 2009 (4) SA 399 (SCA) ; [2009] 2 All SA 523 (SCA) (13 March 2009)

KPMG Chartered Accountants (SA) v Securefin Limited and Another (644/07) [2009] ZASCA 7; 2009 (4) SA 399 (SCA) ; [2009] 2 All SA 523 (SCA) (13 March 2009)

The Supreme Court of Appeal held that KPMG was contractually obliged to independently verify the acquisition price of the policies as part of its verification obligations under the procurement and verification contracts. The annotation on the procurement contract did not amend or qualify the obligations, and Securefin discharged its onus to prove that the contract attached to the verification letter did not contain the annotation. The absence of Appendix C did not invalidate the contract, as annexure C was intended to serve as the pro forma certificate. KPMG's defence of iustus error was rejected due to lack of credibility and corroboration, and the evidence showed that KPMG understood...

Citation
[2009] ZASCA 7
Parties
Appellant: KPMG Chartered Accountants (SA); Respondent: Securefin Limited; Respondent: ING BHF-Bank Aktiengesellschaft (formerly BHF-Bank Aktiengesellschaft)
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
13 March 2009
Case Number
644/07
Procedural Posture
Civil Appeal / Appeal From High Court, Pretoria
Outcome
Appeal dismissed with costs, including the costs of three counsel.
Judges
Harms, Cloete, Lewis, Ponnan, Snyders
Legal Topics
Contract Interpretation, Parol Evidence Rule, Expert Evidence Admissibility, Verification Obligations, Iustus Error, Tacit Terms
Commercial and Corporate Civil Procedure Contract Interpretation Parol Evidence Rule Expert Evidence Admissibility Verification Obligations Iustus Error Tacit Terms

Case Brief

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Parties

KPMG Chartered Accountants (SA)

Appellant

Securefin Limited

Respondent

ING BHF-Bank Aktiengesellschaft (formerly BHF-Bank Aktiengesellschaft)

Respondent

Procedural Posture

Civil Appeal / Appeal From High Court, Pretoria

Legal Issues

  1. 1 Whether the verification contract between Securefin and KPMG included an obligation for KPMG to independently verify the acquisition price of policies.
  2. 2 Whether the annotation on the procurement contract altered the contractual obligations regarding policy maturity dates.
  3. 3 Whether KPMG's defence of iustus error regarding its verification obligations is sustainable.

Ratio Decidendi

The Supreme Court of Appeal held that KPMG was contractually obliged to independently verify the acquisition price of the policies as part of its verification obligations under the procurement and verification contracts. The annotation on the procurement contract did not amend or qualify the obligations, and Securefin discharged its onus to prove that the contract attached to the verification letter did not contain the annotation. The absence of Appendix C did not invalidate the contract, as annexure C was intended to serve as the pro forma certificate. KPMG's defence of iustus error was rejected due to lack of credibility and corroboration, and the evidence showed that KPMG understood...

Court Disposition

Appeal dismissed with costs, including the costs of three counsel.

Orders

  • The appeal is dismissed with costs, including the costs of three counsel.