Livanos NO and Others v Oates and Others (16115/11) [2012] ZAGPJHC 30; 2013 (5) SA 165 (GSJ) (14 March 2012)

Livanos NO and Others v Oates and Others (16115/11) [2012] ZAGPJHC 30; 2013 (5) SA 165 (GSJ) (14 March 2012)

The court held that, in the absence of an association agreement, the executors were entitled to dispose of the deceased's member's interest in the close corporation in terms of section 35 of the Close Corporations Act. The first respondent failed to consent to the transfer to the heir within 28 days, thereby triggering the executors' right to sell the interest under section 35(b). The sale to Mark Demetrios Livanos was validly concluded, and the statutory procedure under section 34(2) was followed. The first respondent did not exercise his pre-emptive right within the prescribed period and cannot now insist on purchasing the interest at a fair market value or challenge the sale. Section...

Citation
[2012] ZAGPJHC 30
Parties
Applicant: Mark Demetrios Livanos N.O.; Applicant: Bernadette Livanos N.O.; Applicant: Mark Demetrios Livanos; Applicant: Bernadette Livanos; Respondent: Leslie Oates; Respondent: Architectural Hardware CC; Respondent: The Master of the High Court; Respondent: The Registrar of Companies and Close Corporations
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
14 March 2012
Case Number
16115/11
Procedural Posture
Civil Application / Judgment on Main Application and Counter Application
Outcome
Application granted; counter-application dismissed with costs.
Judges
W L Wepener
Legal Topics
Close Corporations Act, Disposal of Member Interest, Executor Powers, Pre Emptive Rights, Interpretation of Statutes
Commercial and Corporate Civil Procedure Close Corporations Act Disposal of Member Interest Executor Powers Pre Emptive Rights Interpretation of Statutes

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 4 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Parties

Mark Demetrios Livanos N.O.

Applicant

Bernadette Livanos N.O.

Applicant

Mark Demetrios Livanos

Applicant

Bernadette Livanos

Applicant

Leslie Oates

Respondent

Architectural Hardware CC

Respondent

The Master of the High Court

Respondent

The Registrar of Companies and Close Corporations

Respondent

Procedural Posture

Civil Application / Judgment on Main Application and Counter Application

Legal Issues

  1. 1 Whether the deceased estate validly sold the deceased's 50% member's interest in the close corporation to the third applicant under the Close Corporations Act.
  2. 2 Whether the first respondent is entitled to purchase the deceased's 50% interest at fair market value and refuse to cooperate with the sale.
  3. 3 Whether the Master of the High Court's consent to the sale was valid and reviewable.

Ratio Decidendi

The court held that, in the absence of an association agreement, the executors were entitled to dispose of the deceased's member's interest in the close corporation in terms of section 35 of the Close Corporations Act. The first respondent failed to consent to the transfer to the heir within 28 days, thereby triggering the executors' right to sell the interest under section 35(b). The sale to Mark Demetrios Livanos was validly concluded, and the statutory procedure under section 34(2) was followed. The first respondent did not exercise his pre-emptive right within the prescribed period and cannot now insist on purchasing the interest at a fair market value or challenge the sale. Section...

Court Disposition

Application granted; counter-application dismissed with costs.

Orders

  • It is declared that the deceased estate validly sold the deceased's 50% member's interest in the close corporation to the third applicant in terms of the sale agreement.
  • The first and second respondents are directed to take all necessary steps to implement the sale, including signing and lodging the amended founding statement, failing which the Sheriff or Deputy Sheriff is authorised to do so.