Labuschagne and Others v Menlyn Brake and Clutch CC and Others (44518/18) [2020] ZAGPPHC 39 (27 January 2020)

Labuschagne and Others v Menlyn Brake and Clutch CC and Others (44518/18) [2020] ZAGPPHC 39 (27 January 2020)

The court found that the applicants are the beneficial owners of the respective member's interests in the first respondent, as evidenced by documentary records, financial statements, and the conduct of the parties. The second respondent's version that the funds were loans with temporary security interests was rejected due to lack of documentary support and the manner in which the interests were registered and reflected in official records. The procedural objections regarding locus standi and citation of the correct close corporation were dismissed, as the first applicant is entitled to protect her inherited interests and the correct entity was identified in the body of the founding...

Citation
[2020] ZAGPPHC 39
Parties
Applicant: Elana Labuschagne; Applicant: Barend Johannes van der Merwe N.O.; Applicant: Andrea Magrieta van der Merwe N.O.; Applicant: Pieter Schalk Nel N.O.; Respondent: Menlyn Brake and Clutch CC; Respondent: Paul Labuschagne; Respondent: The Master of the High Court, Pretoria; Respondent: Receiver of Revenue, Pretoria; Respondent: Motor Industry Bargaining Council
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
27 January 2020
Case Number
44518/18
Procedural Posture
Civil Application / First Instance Judgment
Outcome
Application granted in part: declaratory and rectification relief awarded; forced buy-out refused.
Judges
Ranchod
Legal Topics
Close Corporations Act, Beneficial Ownership, Locus Standi, Business Valuation, Rectification of Register
Commercial and Corporate Civil Procedure Close Corporations Act Beneficial Ownership Locus Standi Business Valuation Rectification of Register

Case Brief

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Parties

Elana Labuschagne

Applicant

Barend Johannes van der Merwe N.O.

Applicant

Andrea Magrieta van der Merwe N.O.

Applicant

Pieter Schalk Nel N.O.

Applicant

Menlyn Brake and Clutch CC

Respondent

Paul Labuschagne

Respondent

The Master of the High Court, Pretoria

Respondent

Receiver of Revenue, Pretoria

Respondent

Motor Industry Bargaining Council

Respondent

Procedural Posture

Civil Application / First Instance Judgment

Legal Issues

  1. 1 Whether the applicants are beneficial owners of member's interests in the first respondent.
  2. 2 Whether the first applicant has locus standi to bring the application.
  3. 3 Whether the correct close corporation was cited in the proceedings.

Ratio Decidendi

The court found that the applicants are the beneficial owners of the respective member's interests in the first respondent, as evidenced by documentary records, financial statements, and the conduct of the parties. The second respondent's version that the funds were loans with temporary security interests was rejected due to lack of documentary support and the manner in which the interests were registered and reflected in official records. The procedural objections regarding locus standi and citation of the correct close corporation were dismissed, as the first applicant is entitled to protect her inherited interests and the correct entity was identified in the body of the founding...

Court Disposition

Application granted in part: declaratory and rectification relief awarded; forced buy-out refused.

Orders

  • It is declared that the first applicant is the beneficial owner of a 23% member's interest in the first respondent.
  • It is declared that the Bo-Kloof Trust is the beneficial owner of a 36% member's interest in the first respondent.