Lukoto v Praescripto (Pty) Limited and Others (22212/11) [2014] ZAGPPHC 962 (24 November 2014)

Lukoto v Praescripto (Pty) Limited and Others (22212/11) [2014] ZAGPPHC 962 (24 November 2014)

The court found that the purchase consideration was not subject to the acquisition of Erf 2 and that the applicant did not breach any warranty clauses. The MLE share pledge was given as security for all obligations under the 2009 agreement, not merely for payment of the purchase price. The language and context of the agreements indicated that the pledge was intended to survive cancellation of the underlying agreement. The applicant was therefore entitled to registration of the pledged shares in his name. The respondents' opposition was based on an unfounded assertion of cancellation and unsupported attacks on the applicant's character. The application succeeded, and costs were awarded to...

Citation
[2014] ZAGPPHC 962
Parties
Applicant: Aluwani Masala Lukoto; Respondent: Praescripto (Pty) Limited; Respondent: Masala Lukoto Enterprises (Pty) Limited; Respondent: Imperial Crown Trading (Pty) Limited; Respondent: Price Waterhouse Coopers
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
24 November 2014
Case Number
22212/11
Procedural Posture
Civil Application / Final Judgment After Referral to Oral Evidence
Outcome
Application granted in favour of the applicant.
Judges
Tuchten
Legal Topics
Specific Performance, Pledge and Cession, Share Transfer, Contract Cancellation
Commercial and Corporate Civil Procedure Specific Performance Pledge and Cession Share Transfer Contract Cancellation

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 2 Authorities cited 2 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Aluwani Masala Lukoto

Applicant

Praescripto (Pty) Limited

Respondent

Masala Lukoto Enterprises (Pty) Limited

Respondent

Imperial Crown Trading (Pty) Limited

Respondent

Price Waterhouse Coopers

Respondent

Procedural Posture

Civil Application / Final Judgment After Referral to Oral Evidence

Legal Issues

  1. 1 Whether the applicant is entitled to have the pledged shares in Masala Lukoto Enterprises (MLE) registered in his name.
  2. 2 Whether the purchase consideration under the 2009 agreement was subject to the acquisition of Erf 2 for development purposes.
  3. 3 Whether the applicant breached the warranty clauses of the 2009 agreement, absolving the respondents from payment obligations.

Ratio Decidendi

The court found that the purchase consideration was not subject to the acquisition of Erf 2 and that the applicant did not breach any warranty clauses. The MLE share pledge was given as security for all obligations under the 2009 agreement, not merely for payment of the purchase price. The language and context of the agreements indicated that the pledge was intended to survive cancellation of the underlying agreement. The applicant was therefore entitled to registration of the pledged shares in his name. The respondents' opposition was based on an unfounded assertion of cancellation and unsupported attacks on the applicant's character. The application succeeded, and costs were awarded to...

Court Disposition

Application granted in favour of the applicant.

Orders

  • The first, second, third and fourth respondents are directed to deliver to the applicant the original signed deed of pledge and cession dated 6 July 2009 and the CM 42 form enabling transfer of the MLE shares.
  • The second respondent is directed to do everything necessary to give effect to the transfer of 50% of its total issued share capital to the applicant.