Mr Property Developers (Pty) Ltd v North-West Housing Corporation (2465/2010) [2011] ZANWHC 73 (8 December 2011)

Mr Property Developers (Pty) Ltd v North-West Housing Corporation (2465/2010) [2011] ZANWHC 73 (8 December 2011)

The applicant failed to prove it was lawfully substituted for Ms Pheto as purchaser of the properties. The requirements for valid ratification of a pre-incorporation contract under section 35 of the Companies Act were not met, as the applicant's memorandum excluded pre-incorporation contracts, and there was no evidence of proper notification or written ratification. The contracts relied upon were not signed by two authorised signatories as required by section 22 of the North West Housing Corporation Act. The minutes produced did not comply with statutory requirements, and the applicant's case was prejudicially advanced in reply, denying the respondent an opportunity to address new...

Citation
[2011] ZANWHC 73
Parties
Applicant: MR Property Developers (Pty) Ltd; Respondent: North West Housing Corporation
Court
North West High Court, Mafikeng
Jurisdiction
South Africa
Judgment Date
8 December 2011
Case Number
2465/2010
Procedural Posture
Civil Application / Judgment After Hearing on Merits and Interlocutory Application
Outcome
The main application is dismissed with costs. The applicant is ordered to pay the respondent's costs of the interlocutory application on an attorney and client scale from 16 July 2011.
Judges
A A Landman
Legal Topics
Rectification of Contract, Pre Incorporation Contract, Authority of Signatory, Costs Punitive, Auction Sale
Land and Property Civil Procedure Rectification of Contract Pre Incorporation Contract Authority of Signatory Costs Punitive Auction Sale

Case Brief

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Parties

MR Property Developers (Pty) Ltd

Applicant

North West Housing Corporation

Respondent

Procedural Posture

Civil Application / Judgment After Hearing on Merits and Interlocutory Application

Legal Issues

  1. 1 Whether the applicant was lawfully substituted as purchaser of the properties.
  2. 2 Whether the cancellation, pledge and cession agreements should be rectified to reflect the applicant as a party.
  3. 3 Whether the Corporation was bound by agreements signed by a single signatory.

Ratio Decidendi

The applicant failed to prove it was lawfully substituted for Ms Pheto as purchaser of the properties. The requirements for valid ratification of a pre-incorporation contract under section 35 of the Companies Act were not met, as the applicant's memorandum excluded pre-incorporation contracts, and there was no evidence of proper notification or written ratification. The contracts relied upon were not signed by two authorised signatories as required by section 22 of the North West Housing Corporation Act. The minutes produced did not comply with statutory requirements, and the applicant's case was prejudicially advanced in reply, denying the respondent an opportunity to address new...

Court Disposition

The main application is dismissed with costs. The applicant is ordered to pay the respondent's costs of the interlocutory application on an attorney and client scale from 16 July 2011.

Orders

  • The main application is dismissed with costs.
  • The applicant is to pay the respondent's costs of the interlocutory application on an attorney and client scale but only as from 16 July 2011.