Kruger N.O and Others v Gouws and Others (14080/2018) [2023] ZAGPPHC 1133 (1 September 2023)

Kruger N.O and Others v Gouws and Others (14080/2018) [2023] ZAGPPHC 1133 (1 September 2023)

The court found that the experts appointed by the parties complied with the requirements of the variation order and reached consensus on the value of the Kruger group's shares in JDJ Holding Company (Pty) Ltd. There was no need to activate the referral to a referee, as envisaged in paragraph 3.3 of the order. The joint minute of the experts, valuing the shares at R49,458,999.00, is accepted as the final determination. The Swarts group's objections regarding the completeness of the expert report and the validity of the board meeting were rejected. The court held that all directors were authorised to call board meetings under section 73(1) of the Companies Act and JDJ's memorandum of...

Citation
[2023] ZAGPPHC 1133
Parties
Applicant: Douw Gerbrandt Kruger N.O.; Applicant: Johannes Nicolaas Bell N.O.; Applicant: Erika Kruger N.O.; Applicant: Annette van Zyl N.O.; Applicant: Douw Gerbrandt Kruger; Respondent: Johannes Frederick Gouws; Respondent: Johannes Petrus Erasmus Swarts; Respondent: Johannes Frederick Gouws N.O.; Respondent: Lynette Gouws N.O.; Respondent: Willem Jacques Gouws N.O.; Respondent: Abraham Aaron Roup N.O.; Respondent: Johannes Petrus Erasmus Swarts N.O.; Respondent: Anette van Zyl N.O.; Respondent: David Solomon Mabotja; Respondent: Patrick Mphephu; Respondent: Ozosat Investments (Pty) Ltd; Respondent: Patrick Mphephu N.O.; Respondent: Abigail Mphephu N.O.; Respondent: JDJ Holding Company (Pty) Ltd; Respondent: Zamori Engineering Services (Pty) Ltd; Respondent: Evening Shade Properties 46 (Pty) Ltd
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
1 September 2023
Case Number
14080/2018
Procedural Posture
Civil Application / Judgment on Main and Counter Applications
Outcome
The main application succeeds. The joint minute of the experts is made an order of court. The counter-application by the Swarts group is dismissed with costs.
Judges
Makhoba
Legal Topics
Share Valuation, Section 38 Superior Courts Act, Variation of Court Order, Board Meeting Procedure, Companies Act Compliance
Commercial and Corporate Civil Procedure Share Valuation Section 38 Superior Courts Act Variation of Court Order Board Meeting Procedure Companies Act Compliance

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 7 Party arguments 2 Amounts and remedies 2
Sign in to unlock

Parties

Douw Gerbrandt Kruger N.O.

Applicant

Johannes Nicolaas Bell N.O.

Applicant

Erika Kruger N.O.

Applicant

Annette van Zyl N.O.

Applicant

Douw Gerbrandt Kruger

Applicant

Johannes Frederick Gouws

Respondent

Johannes Petrus Erasmus Swarts

Respondent

Johannes Frederick Gouws N.O.

Respondent

Lynette Gouws N.O.

Respondent

Willem Jacques Gouws N.O.

Respondent

Abraham Aaron Roup N.O.

Respondent

Johannes Petrus Erasmus Swarts N.O.

Respondent

Anette van Zyl N.O.

Respondent

David Solomon Mabotja

Respondent

Patrick Mphephu

Respondent

Ozosat Investments (Pty) Ltd

Respondent

Patrick Mphephu N.O.

Respondent

Abigail Mphephu N.O.

Respondent

JDJ Holding Company (Pty) Ltd

Respondent

Zamori Engineering Services (Pty) Ltd

Respondent

Evening Shade Properties 46 (Pty) Ltd

Respondent

Procedural Posture

Civil Application / Judgment on Main and Counter Applications

Legal Issues

  1. 1 Whether JDJ Holding Company (Pty) Ltd must pay the balance of R10,649,321.00 to the Olympus Trust (Kruger group) for shares as determined by the experts.
  2. 2 Whether the costs of the winding-up application and urgent application should be awarded.
  3. 3 Whether the Swarts group is entitled to amend the order dated 4 February 2021 and to declare the directors' meeting of 31 March 2022 invalid under section 73(1) of the Companies Act.

Ratio Decidendi

The court found that the experts appointed by the parties complied with the requirements of the variation order and reached consensus on the value of the Kruger group's shares in JDJ Holding Company (Pty) Ltd. There was no need to activate the referral to a referee, as envisaged in paragraph 3.3 of the order. The joint minute of the experts, valuing the shares at R49,458,999.00, is accepted as the final determination. The Swarts group's objections regarding the completeness of the expert report and the validity of the board meeting were rejected. The court held that all directors were authorised to call board meetings under section 73(1) of the Companies Act and JDJ's memorandum of...

Court Disposition

The main application succeeds. The joint minute of the experts is made an order of court. The counter-application by the Swarts group is dismissed with costs.

Orders

  • The joint minute of the experts, valuing the Kruger group's shares in JDJ Holding Company (Pty) Ltd at R49,458,999.00, is made an order of court.
  • JDJ Holding Company (Pty) Ltd must pay the balance of R10,649,321.00 to the Olympus Trust (Kruger group).