Limpopo Economic Development Agency v Klopper NO & 10 Others (982/2020) [2022] ZASCA 73 (25 May 2022)

Limpopo Economic Development Agency v Klopper NO & 10 Others (982/2020) [2022] ZASCA 73 (25 May 2022)

The majority held that clause 17 of DCM's mining right did not grant the appellant a 40% stake in the mining right itself. The clause, though poorly drafted, referred to the shareholders agreement between LEDA and EAMI regarding ASA Metals (Pty) Ltd, not DCM's mining right. The Minister had no lawful authority to arbitrarily grant a stake in the mining right to anyone other than the holder, and the appellant's interpretation would produce an illegal result. The appellant only held a 40% shareholding in ASA, which could be diluted in favour of an empowerment shareholder as contemplated by the Mining Charter. The appeal was dismissed as the appellant failed to establish any entitlement to a...

Citation
[2022] ZASCA 73
Parties
Appellant: Limpopo Economic Development Agency; Respondent: Johannes Frederick Klopper NO; Respondent: Christopher Raymond Rey NO; Respondent: Liebenberg Dawid Ryk van der Merwe NO; Respondent: Lebogane Mpakati NO; Respondent: Dilokong Chrome Mine (Pty) Ltd; Respondent: ASA Metals (Pty) Ltd; Respondent: Eastern Asia Metal Investment Co Ltd; Respondent: Minister of Mineral Resources; Respondent: Director-General: Department of Mineral Resources; Respondent: Regional Manager, Limpopo Division of the Department of Mineral Resources; Respondent: Cheetah Chrome South Africa (Pty) Ltd
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
25 May 2022
Case Number
982/2020
Procedural Posture
Civil Appeal / Appeal From Gauteng Local Division of the High Court, Johannesburg
Outcome
Appeal dismissed with costs, including costs of two counsel.
Judges
Petse DP, Plasket JA, Mbatha JA, Carelse JA, Musi AJA
Legal Topics
Mining Right Conversion, Shareholders Agreement Interpretation, Black Economic Empowerment, Ministerial Conditions, Business Rescue, Statutory Interpretation
Land and Property Commercial and Corporate Administrative Law Mining Right Conversion Shareholders Agreement Interpretation Black Economic Empowerment Ministerial Conditions Business Rescue +1 more

Case Brief

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Parties

Limpopo Economic Development Agency

Appellant

Johannes Frederick Klopper NO

Respondent

Christopher Raymond Rey NO

Respondent

Liebenberg Dawid Ryk van der Merwe NO

Respondent

Lebogane Mpakati NO

Respondent

Dilokong Chrome Mine (Pty) Ltd

Respondent

ASA Metals (Pty) Ltd

Respondent

Eastern Asia Metal Investment Co Ltd

Respondent

Minister of Mineral Resources

Respondent

Director-General: Department of Mineral Resources

Respondent

Regional Manager, Limpopo Division of the Department of Mineral Resources

Respondent

Cheetah Chrome South Africa (Pty) Ltd

Respondent

Procedural Posture

Civil Appeal / Appeal From Gauteng Local Division of the High Court, Johannesburg

Legal Issues

  1. 1 Whether clause 17 of DCM's mining right grants the appellant a 40% stake in the mining right.
  2. 2 Whether the Minister lawfully imposed conditions requiring a 40% stake for the appellant in the mining right.
  3. 3 Whether the sale of the mining right to Cheetah Chrome South Africa (Pty) Ltd can proceed without the appellant's consent.

Ratio Decidendi

The majority held that clause 17 of DCM's mining right did not grant the appellant a 40% stake in the mining right itself. The clause, though poorly drafted, referred to the shareholders agreement between LEDA and EAMI regarding ASA Metals (Pty) Ltd, not DCM's mining right. The Minister had no lawful authority to arbitrarily grant a stake in the mining right to anyone other than the holder, and the appellant's interpretation would produce an illegal result. The appellant only held a 40% shareholding in ASA, which could be diluted in favour of an empowerment shareholder as contemplated by the Mining Charter. The appeal was dismissed as the appellant failed to establish any entitlement to a...

Court Disposition

Appeal dismissed with costs, including costs of two counsel.

Orders

  • The appeal is dismissed with costs, including the costs of two counsel.