Kriedmann and Another v One Vision Investments 139 (Pty) Ltd and Others (850/2018) [2018] ZAECELLC 11 (13 December 2018)

Kriedmann and Another v One Vision Investments 139 (Pty) Ltd and Others (850/2018) [2018] ZAECELLC 11 (13 December 2018)

The court found that the relationship between the directors and shareholders of One Vision Investments 139 (Pty) Ltd, all siblings, had irretrievably broken down, resulting in a lack of trust and confidence similar to a partnership dissolution. The evidence showed that communication between the directors was impossible, with no directors' meetings since 2014 and exclusion of one director from company affairs. The court accepted that the company operated as a quasi-partnership and that the breakdown of personal relations rendered it just and equitable to wind up the company. The court exercised its discretion under section 81(1)(d)(iii) of the Companies Act and granted a provisional...

Citation
[2018] ZAECELLC 11
Parties
Applicant: Renae Olga Kriedemann; Applicant: The Trustees for the time being of the Ryett Trust; Respondent: One Vision Investments 139 (Pty) Ltd; Respondent: Garry Edward Rieger; Respondent: Rowan William Rieger; Respondent: The Trustees for the time being of the Rieger Family Trust; Respondent: The Trustees for the time being of the Rodic Trust
Court
Eastern Cape High Court, East London Local Court
Jurisdiction
South Africa
Judgment Date
13 December 2018
Case Number
850/2018
Procedural Posture
Urgent Application / Application for Provisional Winding Up Order
Outcome
Provisional winding up order granted; rule nisi issued.
Judges
Roberson
Legal Topics
Just and Equitable Winding Up, Companies Act Section 81, Quasi Partnership, Director Deadlock, Fiduciary Duty
Commercial and Corporate Civil Procedure Just and Equitable Winding Up Companies Act Section 81 Quasi Partnership Director Deadlock Fiduciary Duty

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Parties

Renae Olga Kriedemann

Applicant

The Trustees for the time being of the Ryett Trust

Applicant

One Vision Investments 139 (Pty) Ltd

Respondent

Garry Edward Rieger

Respondent

Rowan William Rieger

Respondent

The Trustees for the time being of the Rieger Family Trust

Respondent

The Trustees for the time being of the Rodic Trust

Respondent

Procedural Posture

Urgent Application / Application for Provisional Winding Up Order

Legal Issues

  1. 1 Whether the breakdown in the relationship between directors and shareholders justifies winding up the company on just and equitable grounds.
  2. 2 Whether One Vision Investments 139 (Pty) Ltd operates as a quasi-partnership warranting equitable dissolution.
  3. 3 Whether there is a deadlock in the management of the company affecting its ability to function.

Ratio Decidendi

The court found that the relationship between the directors and shareholders of One Vision Investments 139 (Pty) Ltd, all siblings, had irretrievably broken down, resulting in a lack of trust and confidence similar to a partnership dissolution. The evidence showed that communication between the directors was impossible, with no directors' meetings since 2014 and exclusion of one director from company affairs. The court accepted that the company operated as a quasi-partnership and that the breakdown of personal relations rendered it just and equitable to wind up the company. The court exercised its discretion under section 81(1)(d)(iii) of the Companies Act and granted a provisional...

Court Disposition

Provisional winding up order granted; rule nisi issued.

Orders

  • The first respondent is placed under provisional liquidation in the hands of the Master of the High Court, Grahamstown.
  • A rule nisi is issued calling upon all persons interested to show cause, if any, to the above Court on 05 February 2019 why the first respondent should not be placed under final liquidation and why the costs of the application should not be costs in the liquidation.