Mouton and Others v 8 Mile Investments 503 (Pty) Ltd and Another (21545/2022) [2023] ZAGPJHC 990 (1 September 2023)

Mouton and Others v 8 Mile Investments 503 (Pty) Ltd and Another (21545/2022) [2023] ZAGPJHC 990 (1 September 2023)

The applicants, as trustees of a shareholder trust, sought inspection of the company's signed annual audited financial statements and other records under section 26 of the Companies Act and a shareholders agreement. The respondents denied the existence of a binding shareholders agreement, and no replying affidavit was filed, so the respondents' version prevailed. The applicants attempted to amend their relief in heads of argument without proper notice, which is irregular and not permitted by court rules. At the hearing, the claim was reduced to only the signed financial statements for 2021, but evidence showed these had already been provided to the applicants' former attorney in October...

Citation
[2023] ZAGPJHC 990
Parties
Applicant: Karel Petrus Mouton; Applicant: Andre Mouton; Applicant: Petrus Cornelius Norval; Respondent: 8 Mile Investments 503 (Pty) Ltd; Respondent: Attentus Accounting and Tax Solutions CC
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
1 September 2023
Case Number
21545/2022
Procedural Posture
Civil Application / Judgment
Outcome
Application dismissed with costs.
Judges
C H J Badenhorst
Legal Topics
Companies Act Section 26, Shareholder Rights, Inspection of Company Records, Civil Procedure Amendment of Relief
Commercial and Corporate Civil Procedure Companies Act Section 26 Shareholder Rights Inspection of Company Records Civil Procedure Amendment of Relief

Case Brief

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Parties

Karel Petrus Mouton

Applicant

Andre Mouton

Applicant

Petrus Cornelius Norval

Applicant

8 Mile Investments 503 (Pty) Ltd

Respondent

Attentus Accounting and Tax Solutions CC

Respondent

Procedural Posture

Civil Application / Judgment

Legal Issues

  1. 1 Whether the applicants, as trustees of a shareholder trust, are entitled to inspect and copy the signed annual audited financial statements and other financial records of the first respondent company under section 26 of the Companies Act and/or a shareholders agreement.
  2. 2 Whether the relief sought by the applicants can be amended or reduced at the hearing without proper notice or compliance with court rules.
  3. 3 Whether the first respondent is obliged to provide audited financial statements or only signed financial statements.

Ratio Decidendi

The applicants, as trustees of a shareholder trust, sought inspection of the company's signed annual audited financial statements and other records under section 26 of the Companies Act and a shareholders agreement. The respondents denied the existence of a binding shareholders agreement, and no replying affidavit was filed, so the respondents' version prevailed. The applicants attempted to amend their relief in heads of argument without proper notice, which is irregular and not permitted by court rules. At the hearing, the claim was reduced to only the signed financial statements for 2021, but evidence showed these had already been provided to the applicants' former attorney in October...

Court Disposition

Application dismissed with costs.

Orders

  • The application is dismissed with costs.