Makwaba and Others v Sun International South Africa Ltd (A150/2010) [2011] ZAFSHC 55 (10 March 2011)

Makwaba and Others v Sun International South Africa Ltd (A150/2010) [2011] ZAFSHC 55 (10 March 2011)

The court found that the written agreements (C1–C6) were clear and unambiguous in requiring the appellants to relinquish all rights to direct and indirect shareholding in the relevant companies in exchange for payment. The court rejected the appellants' argument that the agreements only referred to direct shareholding, noting that the language expressly covered 'any other shareholding' and prohibited future direct or indirect involvement. The appellants' subsequent resignations as directors and exclusion from membership lists confirmed the implementation of the agreements. The court held that the appellants failed to establish any genuine factual dispute or lack of consensus, and their...

Citation
[2011] ZAFSHC 55
Parties
Appellant: Kwidi Christopher Makwaba; Appellant: Molefi Simeon Litheko; Appellant: Etapele Invests (Pty) Ltd; Appellant: Mathaba Business Investments (Pty) Ltd; Appellant: Tsela Tshoeu Investments (Pty) Ltd; Appellant: Umyezo Leisure Investments (Pty) Ltd; Appellant: Belega Woman’s Investments (Pty) Ltd; Respondent: Sun International (South Africa) Ltd
Court
Free State High Court, Bloemfontein
Jurisdiction
South Africa
Judgment Date
10 March 2011
Case Number
A150/2010
Procedural Posture
Civil Appeal / Full Bench Appeal From the Free State High Court
Outcome
Appeal dismissed with costs, including costs of two counsel.
Judges
G.F. Wright, S. Ebrahim, C.J. Musi
Legal Topics
Specific Performance, Company Shareholding Dispute, Contractual Consensus, Final Interdict, Black Empowerment Shareholding
Commercial and Corporate Civil Procedure Specific Performance Company Shareholding Dispute Contractual Consensus Final Interdict Black Empowerment Shareholding

Case Brief

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Parties

Kwidi Christopher Makwaba

Appellant

Molefi Simeon Litheko

Appellant

Etapele Invests (Pty) Ltd

Appellant

Mathaba Business Investments (Pty) Ltd

Appellant

Tsela Tshoeu Investments (Pty) Ltd

Appellant

Umyezo Leisure Investments (Pty) Ltd

Appellant

Belega Woman’s Investments (Pty) Ltd

Appellant

Sun International (South Africa) Ltd

Respondent

Procedural Posture

Civil Appeal / Full Bench Appeal From the Free State High Court

Legal Issues

  1. 1 Whether the written agreements (annexures C1–C6) between the parties are valid and binding.
  2. 2 Whether the appellants relinquished all rights to direct and indirect shareholding in the relevant companies.
  3. 3 Whether the appellants' conduct after signing the agreements constituted a breach of their undertakings.

Ratio Decidendi

The court found that the written agreements (C1–C6) were clear and unambiguous in requiring the appellants to relinquish all rights to direct and indirect shareholding in the relevant companies in exchange for payment. The court rejected the appellants' argument that the agreements only referred to direct shareholding, noting that the language expressly covered 'any other shareholding' and prohibited future direct or indirect involvement. The appellants' subsequent resignations as directors and exclusion from membership lists confirmed the implementation of the agreements. The court held that the appellants failed to establish any genuine factual dispute or lack of consensus, and their...

Court Disposition

Appeal dismissed with costs, including costs of two counsel.

Orders

  • The appeal is dismissed with costs.
  • The respondent is entitled to the costs of two counsel.