M en 'n ander vRossgro Chickens (EDMS) BPK en 'n ander (31022/11) [2015] ZAGPPHC 1115 (16 October 2015)

M en 'n ander vRossgro Chickens (EDMS) BPK en 'n ander (31022/11) [2015] ZAGPPHC 1115 (16 October 2015)

The court found that the second management agreement was concluded with Rossgro Holdings, not Rossgro Chickens, based on the wording of the agreement and the probabilities. The only uncontested rectifications were the date and registration number. There was no basis for rectifying clause 3.3 to include the sale of the business as a trigger for compensation, nor was there evidence of a tacit term to that effect. The sale of the business occurred in August 2010, after Mr Wiid had resigned, and thus he was not entitled to compensation. Regarding the commission claim, the court held that commission would only be payable if Mr Wiid was the effective cause of the transaction, which he was not....

Citation
[2015] ZAGPPHC 1115
Parties
Plaintiff: M.N. Wiid; Plaintiff: C. Tait N.O.; Defendant: Rossgro Chickens (Edms) Bpk; Defendant: Rossgro Holdings (Edms) Bpk
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
16 October 2015
Case Number
31022/11
Procedural Posture
Civil Trial / Judgment After Trial
Outcome
Both claims by the plaintiffs are dismissed with costs, including the costs of senior counsel.
Judges
C.P. Rabie
Legal Topics
Contract Rectification, Commission Agreement, Interpretation of Contracts, Burden of Proof, Employment Relationship
Commercial and Corporate Civil Procedure Contract Rectification Commission Agreement Interpretation of Contracts Burden of Proof Employment Relationship

Case Brief

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Parties

M.N. Wiid

Plaintiff

C. Tait N.O.

Plaintiff

Rossgro Chickens (Edms) Bpk

Defendant

Rossgro Holdings (Edms) Bpk

Defendant

Procedural Posture

Civil Trial / Judgment After Trial

Legal Issues

  1. 1 Whether the second management agreement was concluded with Rossgro Chickens or Rossgro Holdings.
  2. 2 Whether clause 3.3 of the management agreement should be rectified to include the sale of the business as a trigger for six months' compensation.
  3. 3 Whether a tacit term existed entitling Mr Wiid to compensation upon sale of the business.

Ratio Decidendi

The court found that the second management agreement was concluded with Rossgro Holdings, not Rossgro Chickens, based on the wording of the agreement and the probabilities. The only uncontested rectifications were the date and registration number. There was no basis for rectifying clause 3.3 to include the sale of the business as a trigger for compensation, nor was there evidence of a tacit term to that effect. The sale of the business occurred in August 2010, after Mr Wiid had resigned, and thus he was not entitled to compensation. Regarding the commission claim, the court held that commission would only be payable if Mr Wiid was the effective cause of the transaction, which he was not....

Court Disposition

Both claims by the plaintiffs are dismissed with costs, including the costs of senior counsel.

Orders

  • The plaintiffs' claims A and B are both dismissed.
  • The plaintiffs are ordered jointly and severally to pay the defendants' costs, including the costs of senior counsel.