Makasi and Others v Radebe and Another (2019/29559) [2025] ZAGPJHC 493 (20 May 2025)

Makasi and Others v Radebe and Another (2019/29559) [2025] ZAGPJHC 493 (20 May 2025)

The court found that the Second Respondent, as director, prepared and disseminated a document purporting to be a prospectus, which contained false representations about Amazwe's business dealings and investment opportunities. These representations induced the Applicants to invest substantial funds, which were not used as indicated, and the companies listed were unaware of their inclusion. The Second Respondent's denials were bare and unsupported by evidence, failing to raise a genuine dispute of fact. The court held that the Second Respondent's conduct amounted to wilful misconduct and gross negligence under section 162(5)(c)(i) and (iv) of the Companies Act, justifying a declaration of...

Citation
[2025] ZAGPJHC 493
Parties
Applicant: Reginald Phindile Makasi N.O.; Applicant: Selena Josephione Moabi-Makasi N.O.; Applicant: Reginald Phondile Makasi; Applicant: Selena Josephine Moabi Makasi; Respondent: Seth Malefetsane Radebe; Respondent: Jackie Landiwe Mahlangu
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
20 May 2025
Case Number
2019/29559
Procedural Posture
Urgent Application / Application for Declaratory Relief and Counter Application
Outcome
Application granted in part; Second Respondent declared a delinquent director and guilty of an offence under section 214(1)(c) and (d); counter-application dismissed; costs awarded to Applicants.
Judges
Engelbrecht
Legal Topics
Delinquent Director, Companies Act Section 162, Reckless Trading, Fraudulent Misrepresentation, Director Liability, Settlement Agreement
Commercial and Corporate Delinquent Director Companies Act Section 162 Reckless Trading Fraudulent Misrepresentation Director Liability Settlement Agreement

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Parties

Reginald Phindile Makasi N.O.

Applicant

Selena Josephione Moabi-Makasi N.O.

Applicant

Reginald Phondile Makasi

Applicant

Selena Josephine Moabi Makasi

Applicant

Seth Malefetsane Radebe

Respondent

Jackie Landiwe Mahlangu

Respondent

Procedural Posture

Urgent Application / Application for Declaratory Relief and Counter Application

Legal Issues

  1. 1 Whether the Second Respondent should be declared a delinquent director under section 162(5)(c)(i) and (iv) of the Companies Act.
  2. 2 Whether the Second Respondent is guilty of an offence under section 214(1)(c) and (d) of the Companies Act.
  3. 3 Whether the settlement agreement made an order of court on 31 January 2023 should be set aside as requested in the counter-application.

Ratio Decidendi

The court found that the Second Respondent, as director, prepared and disseminated a document purporting to be a prospectus, which contained false representations about Amazwe's business dealings and investment opportunities. These representations induced the Applicants to invest substantial funds, which were not used as indicated, and the companies listed were unaware of their inclusion. The Second Respondent's denials were bare and unsupported by evidence, failing to raise a genuine dispute of fact. The court held that the Second Respondent's conduct amounted to wilful misconduct and gross negligence under section 162(5)(c)(i) and (iv) of the Companies Act, justifying a declaration of...

Court Disposition

Application granted in part; Second Respondent declared a delinquent director and guilty of an offence under section 214(1)(c) and (d); counter-application dismissed; costs awarded to Applicants.

Orders

  • Condonation is granted for the late filing of the Answering Affidavit and Counter Application by the Second Respondent.
  • The Counter Application of the Second Respondent is dismissed.