Leleu NO and Another v Numacon (Pty) Ltd and Others (2023-100004) [2023] ZAGPJHC 1258 (2 November 2023)

Leleu NO and Another v Numacon (Pty) Ltd and Others (2023-100004) [2023] ZAGPJHC 1258 (2 November 2023)

The court found that the settlement agreement clearly makes the sale of shares and payment of the purchase price subject to the determination of the Residual Dispute, specifically whether a minority discount applies and which valuation date is correct. The valuation by the appointed Valuer does not trigger immediate payment, as the sale is not yet complete and the suspensive condition has not been fulfilled. The arbitration scheduled for November 2023 will determine these issues, and only upon the arbitrator's award will the purchase price become payable. The applicants' argument for immediate payment disregards the express terms of the agreement. Furthermore, the urgency claimed by the...

Citation
[2023] ZAGPJHC 1258
Parties
Applicant: Leleu, Herwig Tillo Cornelius, N.O.; Applicant: Leleu, Marleen Augusta Marie, N.O.; Respondent: Numacon (Pty) Ltd; Respondent: Ioannou, Michael; Respondent: Bhayat, Adam, N.O.; Respondent: Bhayet, Rashida, N.O.; Respondent: Bhayat, Ruchsana, N.O.; Respondent: Bhayat, Gadija, N.O.; Respondent: Bruk, Hyman, N.O.; Respondent: Vrees Investments (Pty) Ltd; Respondent: Demetriades, Xenophon, N.O.; Respondent: Demetriades, Joan, N.O.; Respondent: Demetriades, Alexandra Marika, N.O.; Respondent: Demetriades, Kimon Andreas, N.O.; Respondent: Constantinides, Helen, N.O.; Respondent: Constantinides, Christodoulakis, N.O.; Respondent: Constantinides, Demetrios, N.O.; Respondent: Constantinides, Maria, N.O.; Respondent: Serfontein, Lukas Cornelius (Snr), N.O.; Respondent: Serfontein, Lukas Cornelius (Jnr), N.O.; Respondent: Prinsloo, Philippus Carel, N.O.; Respondent: Mann, Gordon, N.O.; Respondent: Mann, Sonja, N.O.; Respondent: Entegra Trust (Pty) Ltd
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
2 November 2023
Case Number
2023-100004
Procedural Posture
Urgent Application / Application for Urgent Payment Order Prior to Arbitration
Outcome
Application dismissed with costs, except for the second and third respondents in respect of whom no order is made.
Judges
Moorcroft
Legal Topics
Settlement Agreement Interpretation, Share Buyout, Minority Discount, Urgent Relief, Arbitration Pending
Commercial and Corporate Civil Procedure Settlement Agreement Interpretation Share Buyout Minority Discount Urgent Relief Arbitration Pending

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Parties

Leleu, Herwig Tillo Cornelius, N.O.

Applicant

Leleu, Marleen Augusta Marie, N.O.

Applicant

Numacon (Pty) Ltd

Respondent

Ioannou, Michael

Respondent

Bhayat, Adam, N.O.

Respondent

Bhayet, Rashida, N.O.

Respondent

Bhayat, Ruchsana, N.O.

Respondent

Bhayat, Gadija, N.O.

Respondent

Bruk, Hyman, N.O.

Respondent

Vrees Investments (Pty) Ltd

Respondent

Demetriades, Xenophon, N.O.

Respondent

Demetriades, Joan, N.O.

Respondent

Demetriades, Alexandra Marika, N.O.

Respondent

Demetriades, Kimon Andreas, N.O.

Respondent

Constantinides, Helen, N.O.

Respondent

Constantinides, Christodoulakis, N.O.

Respondent

Constantinides, Demetrios, N.O.

Respondent

Constantinides, Maria, N.O.

Respondent

Serfontein, Lukas Cornelius (Snr), N.O.

Respondent

Serfontein, Lukas Cornelius (Jnr), N.O.

Respondent

Prinsloo, Philippus Carel, N.O.

Respondent

Mann, Gordon, N.O.

Respondent

Mann, Sonja, N.O.

Respondent

Entegra Trust (Pty) Ltd

Respondent

Procedural Posture

Urgent Application / Application for Urgent Payment Order Prior to Arbitration

Legal Issues

  1. 1 Whether the settlement agreement entitles the applicants to immediate payment of R15,838,178.00 prior to the determination of the Residual Dispute.
  2. 2 Whether the sale of shares is complete and the purchase price is due and payable.
  3. 3 Whether urgency is established for the relief sought.

Ratio Decidendi

The court found that the settlement agreement clearly makes the sale of shares and payment of the purchase price subject to the determination of the Residual Dispute, specifically whether a minority discount applies and which valuation date is correct. The valuation by the appointed Valuer does not trigger immediate payment, as the sale is not yet complete and the suspensive condition has not been fulfilled. The arbitration scheduled for November 2023 will determine these issues, and only upon the arbitrator's award will the purchase price become payable. The applicants' argument for immediate payment disregards the express terms of the agreement. Furthermore, the urgency claimed by the...

Court Disposition

Application dismissed with costs, except for the second and third respondents in respect of whom no order is made.

Orders

  • The application is dismissed.
  • The applicants are ordered to pay the costs of the respondents, except for the costs of the second and third respondents in respect of whom no order is made, such costs to include the cost of two counsel where so employed.