Lerotholi and Another v Cebekhuli Construction (Pty) Ltd and Others (028122/25) [2025] ZAGPJHC 333 (20 March 2025)

Lerotholi and Another v Cebekhuli Construction (Pty) Ltd and Others (028122/25) [2025] ZAGPJHC 333 (20 March 2025)

The court found that while the applicants' challenge to the removal of Lerotholi as director had shifted to a procedural issue regarding the sequencing of the shareholders' vote, this point was not properly pleaded or argued, and the respondents were not given a fair opportunity to address it. Accordingly, the relief sought in respect of directorship was struck off for lack of urgency. However, the contract between Oricred and Cebekhulu Construction remained extant and enforceable, particularly regarding financial oversight and administration of the bank account. The court granted interim relief to ensure that Oricred's administrator retained oversight over the bank account and that...

Citation
[2025] ZAGPJHC 333
Parties
Applicant: Mopeli Lerotholi; Applicant: Oricred (Pty) Ltd; Respondent: Cebekhulu Construction (Pty) Ltd; Respondent: Ricardo Marco Willoughby; Respondent: Philani Wiseman; Respondent: First National Bank Ltd; Respondent: Companies and Intellectual Property Commission
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
20 March 2025
Case Number
028122/25
Procedural Posture
Urgent Application / Interim Relief and Interlocutory Orders
Outcome
Interim relief granted in respect of contractual oversight and administration of the bank account; relief regarding directorship struck off for lack of urgency; each party to bear its own costs.
Judges
Manoim
Legal Topics
Invoice Discounting Agreement, Corporate Governance, Removal of Director, Urgent Interdict, Bank Account Control
Commercial and Corporate Civil Procedure Invoice Discounting Agreement Corporate Governance Removal of Director Urgent Interdict Bank Account Control

Case Brief

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Parties

Mopeli Lerotholi

Applicant

Oricred (Pty) Ltd

Applicant

Cebekhulu Construction (Pty) Ltd

Respondent

Ricardo Marco Willoughby

Respondent

Philani Wiseman

Respondent

First National Bank Ltd

Respondent

Companies and Intellectual Property Commission

Respondent

Procedural Posture

Urgent Application / Interim Relief and Interlocutory Orders

Legal Issues

  1. 1 Whether the removal of the first applicant as director of the first respondent was lawful under the Companies Act and the contract between the parties.
  2. 2 Whether the respondents breached the contract by making unauthorised withdrawals from the bank account.
  3. 3 Whether interim relief should be granted to protect the applicants' contractual oversight rights pending final determination.

Ratio Decidendi

The court found that while the applicants' challenge to the removal of Lerotholi as director had shifted to a procedural issue regarding the sequencing of the shareholders' vote, this point was not properly pleaded or argued, and the respondents were not given a fair opportunity to address it. Accordingly, the relief sought in respect of directorship was struck off for lack of urgency. However, the contract between Oricred and Cebekhulu Construction remained extant and enforceable, particularly regarding financial oversight and administration of the bank account. The court granted interim relief to ensure that Oricred's administrator retained oversight over the bank account and that...

Court Disposition

Interim relief granted in respect of contractual oversight and administration of the bank account; relief regarding directorship struck off for lack of urgency; each party to bear its own costs.

Orders

  • The application is enrolled as an urgent application and the forms and service provided for in the Rules of Court are dispensed with.
  • Prayers 2-4 of the Amended Notice of Motion are struck off the roll for lack of urgency.