Meisel and Another v Sweet Sue Investments CC and Another (2020/7700) [2025] ZAGPJHC 168 (20 February 2025)

Meisel and Another v Sweet Sue Investments CC and Another (2020/7700) [2025] ZAGPJHC 168 (20 February 2025)

The court found that the applicants demonstrated an irretrievable breakdown in the relationship between members of the close corporation, resulting in a deadlock in management and voting power. The second respondent excluded the applicants from management and financial affairs, and no resolutions could be passed. The deadlock caused irreparable harm to the business, including failure to service municipal accounts and lack of access to financial records. Statutory requirements for service and security were satisfied, as service was effected at both the registered and principal addresses and security was lodged with the Master before the hearing. The court held that mediation was not...

Citation
[2025] ZAGPJHC 168
Parties
Applicant: Angelique Meisel; Applicant: Tatum Yammin; Respondent: Sweet Sue Investments CC; Respondent: Lynetter Elston (Previously Bonheim)
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
20 February 2025
Case Number
2020/7700
Procedural Posture
Winding Up Application / Final Order
Outcome
Application granted; first respondent placed under final winding up; second respondent to bear costs.
Judges
Raubenheimer
Legal Topics
Close Corporation Liquidation, Deadlock Between Members, Just and Equitable Winding Up, Service of Process, Association Agreement
Commercial and Corporate Civil Procedure Close Corporation Liquidation Deadlock Between Members Just and Equitable Winding Up Service of Process Association Agreement

Case Brief

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Parties

Angelique Meisel

Applicant

Tatum Yammin

Applicant

Sweet Sue Investments CC

Respondent

Lynetter Elston (Previously Bonheim)

Respondent

Procedural Posture

Winding Up Application / Final Order

Legal Issues

  1. 1 Whether the deadlock between members of the close corporation justifies final winding up on just and equitable grounds.
  2. 2 Whether the applicants complied with statutory requirements for service and security under the Companies Act and Close Corporations Act.
  3. 3 Whether mediation was required before granting the winding up order.

Ratio Decidendi

The court found that the applicants demonstrated an irretrievable breakdown in the relationship between members of the close corporation, resulting in a deadlock in management and voting power. The second respondent excluded the applicants from management and financial affairs, and no resolutions could be passed. The deadlock caused irreparable harm to the business, including failure to service municipal accounts and lack of access to financial records. Statutory requirements for service and security were satisfied, as service was effected at both the registered and principal addresses and security was lodged with the Master before the hearing. The court held that mediation was not...

Court Disposition

Application granted; first respondent placed under final winding up; second respondent to bear costs.

Orders

  • The first respondent is placed under final winding up in the hands of the Master of the High Court.
  • The second respondent shall bear the costs of the application.