Meyer NO and Others v Big Five Developments (Pty) Ltd and Another (1017/17) [2018] ZASCA 136 (28 September 2018)

Meyer NO and Others v Big Five Developments (Pty) Ltd and Another (1017/17) [2018] ZASCA 136 (28 September 2018)

The Supreme Court of Appeal held that the joint venture agreement was not a sale of land but an agreement to develop and rezone the property, with any future sale to be concluded by a realisation company and not Big Five. The agreement did not fall within the ambit of the Alienation of Land Act, as no sale was contemplated between Big Five and the trusts. The evidence established that the trustees had authority to bind the trusts, as resolutions were passed and all trustees were involved in the process. The rectification sought was limited to correcting drafting errors and did not affect the substance of the agreement. The abandonment of certain rectification orders was a bona fide error...

Citation
[2018] ZASCA 136
Parties
Appellant: Leola Sharon Meyer NO; Appellant: Glenn Tyres NO; Appellant: Heleen Jeanne Meyer NO; Appellant: J G Meyer Boerdery (Pty) Ltd; Respondent: Big Five Developments (Pty) Ltd; Respondent: Fore Street Holdings (Pty) Ltd
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
28 September 2018
Case Number
1017/17
Procedural Posture
Civil Appeal / Appeal From Gauteng Division, Johannesburg
Outcome
Appeal dismissed with costs, including costs occasioned by the employment of two counsel.
Judges
Shongwe, Dambuza, Mathopo, Mocumie, Molemela
Legal Topics
Joint Venture Agreement, Contract Interpretation, Alienation of Land Act, Rectification, Trustee Authority
Commercial and Corporate Land and Property Joint Venture Agreement Contract Interpretation Alienation of Land Act Rectification Trustee Authority

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Parties

Leola Sharon Meyer NO

Appellant

Glenn Tyres NO

Appellant

Heleen Jeanne Meyer NO

Appellant

J G Meyer Boerdery (Pty) Ltd

Appellant

Big Five Developments (Pty) Ltd

Respondent

Fore Street Holdings (Pty) Ltd

Respondent

Procedural Posture

Civil Appeal / Appeal From Gauteng Division, Johannesburg

Legal Issues

  1. 1 Whether the joint venture agreement constitutes a sale of land subject to the Alienation of Land Act.
  2. 2 Whether the joint venture agreement is valid and enforceable.
  3. 3 Whether the trustees had authority to bind the trusts to the agreement.

Ratio Decidendi

The Supreme Court of Appeal held that the joint venture agreement was not a sale of land but an agreement to develop and rezone the property, with any future sale to be concluded by a realisation company and not Big Five. The agreement did not fall within the ambit of the Alienation of Land Act, as no sale was contemplated between Big Five and the trusts. The evidence established that the trustees had authority to bind the trusts, as resolutions were passed and all trustees were involved in the process. The rectification sought was limited to correcting drafting errors and did not affect the substance of the agreement. The abandonment of certain rectification orders was a bona fide error...

Court Disposition

Appeal dismissed with costs, including costs occasioned by the employment of two counsel.

Orders

  • The appeal is dismissed with costs, such costs to include costs occasioned by the employment of two counsel.