Lindeque and Others v Hirsch and Others, In Re: Prepaid24 (Pty) Limited (2019/8846) [2019] ZAGPJHC 122 (3 May 2019)

Lindeque and Others v Hirsch and Others, In Re: Prepaid24 (Pty) Limited (2019/8846) [2019] ZAGPJHC 122 (3 May 2019)

The court found that the urgency claimed by the applicants was self-created, as they failed to act promptly after receiving notice of termination of the service level agreement on 30 November 2018. The applicants only raised objections and launched proceedings in February and March 2019, which was not justified by their explanation of ongoing settlement negotiations. The respondents' undertakings regarding advertisements and interviews for company positions removed any cause for urgent complaint. The board resolution to terminate the agreement was validly adopted by disinterested directors in accordance with section 75 of the Companies Act. The applicants did not meet the threshold for...

Citation
[2019] ZAGPJHC 122
Parties
Applicant: Barend Gerhardus Lindeque; Applicant: Maria Cornelia Du Toit; Applicant: Blue Brilliance Payment Solutions 1 (Pty) Ltd; Respondent: Brian Richard Hirsch; Respondent: Wayne McCauley; Respondent: Blue Label Telecoms Limited
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
3 May 2019
Case Number
2019/8846
Procedural Posture
Urgent Application / Interim Interdict (part A) Pending Final Relief (part B)
Outcome
Application struck from the urgent roll; costs awarded against the applicants.
Judges
LR Adams
Legal Topics
Urgent Interdict, Self Created Urgency, Board Resolution, Service Level Agreement Termination, Director Conflict of Interest
Civil Procedure Commercial and Corporate Urgent Interdict Self Created Urgency Board Resolution Service Level Agreement Termination Director Conflict of Interest

Case Brief

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Parties

Barend Gerhardus Lindeque

Applicant

Maria Cornelia Du Toit

Applicant

Blue Brilliance Payment Solutions 1 (Pty) Ltd

Applicant

Brian Richard Hirsch

Respondent

Wayne McCauley

Respondent

Blue Label Telecoms Limited

Respondent

Procedural Posture

Urgent Application / Interim Interdict (part A) Pending Final Relief (part B)

Legal Issues

  1. 1 Whether the application qualifies for urgent relief under Rule 6(12).
  2. 2 Whether the urgency is self-created due to applicants' delay in challenging the termination of the service level agreement.
  3. 3 Whether the board resolution terminating the service level agreement was validly adopted under section 75 of the Companies Act.

Ratio Decidendi

The court found that the urgency claimed by the applicants was self-created, as they failed to act promptly after receiving notice of termination of the service level agreement on 30 November 2018. The applicants only raised objections and launched proceedings in February and March 2019, which was not justified by their explanation of ongoing settlement negotiations. The respondents' undertakings regarding advertisements and interviews for company positions removed any cause for urgent complaint. The board resolution to terminate the agreement was validly adopted by disinterested directors in accordance with section 75 of the Companies Act. The applicants did not meet the threshold for...

Court Disposition

Application struck from the urgent roll; costs awarded against the applicants.

Orders

  • The urgent application of the first, second and third applicants is struck from the urgent court roll.
  • The first, second and third applicants, jointly and severally, the one paying the other to be absolved, shall pay the costs of the first, second and third respondents, including the costs consequent upon the employment of two counsel, one being a Senior Counsel, and the costs reserved on 19 March 2019.