National Sorghum Breweries Ltd v Corpcapital Bank Ltd (050/05) [2006] ZASCA 1; [2006] 2 All SA 376 (SCA); 2006 (6) SA 208 (SCA) (23 February 2006)

National Sorghum Breweries Ltd v Corpcapital Bank Ltd (050/05) [2006] ZASCA 1; [2006] 2 All SA 376 (SCA); 2006 (6) SA 208 (SCA) (23 February 2006)

The Supreme Court of Appeal held that the subsequent schedules and lists of lease agreements did not constitute amendments to the original sale agreement or master cession, but were separate transactions in similar terms. The non-variation clauses did not apply because no amendment to the agreements was effected. The rights in all eighteen lease agreements were properly transferred to Afinta Finance and validly ceded to Corpcapital Bank. The appellant's reliance on the non-variation clauses was misconceived, and the respondent had locus standi to sue on all the lease agreements in question.

Citation
[2006] ZASCA 1
Parties
Appellant: National Sorghum Breweries Ltd; Respondent: Corpcapital Bank Ltd
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
23 February 2006
Case Number
050/05
Procedural Posture
Civil Appeal / Appeal From High Court Judgment
Outcome
Appeal dismissed with costs, including costs occasioned by the employment of two counsel.
Judges
MPATI, NUGENT, JAFTA, COMBRINCK, MAYA
Legal Topics
Contract Interpretation, Non Variation Clause, Cession of Rights, Lease Agreements
Commercial and Corporate Civil Procedure Contract Interpretation Non Variation Clause Cession of Rights Lease Agreements

Case Brief

Summary, issues, holding and outcome

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Parties

National Sorghum Breweries Ltd

Appellant

Corpcapital Bank Ltd

Respondent

Procedural Posture

Civil Appeal / Appeal From High Court Judgment

Legal Issues

  1. 1 Whether the non-variation clauses in the master cession and sale agreements precluded the valid cession of additional lease agreements.
  2. 2 Whether the subsequent schedules and lists of lease agreements constituted amendments requiring compliance with non-variation clauses.
  3. 3 Whether the rights in all eighteen lease agreements were properly transferred and ceded to the respondent.

Ratio Decidendi

The Supreme Court of Appeal held that the subsequent schedules and lists of lease agreements did not constitute amendments to the original sale agreement or master cession, but were separate transactions in similar terms. The non-variation clauses did not apply because no amendment to the agreements was effected. The rights in all eighteen lease agreements were properly transferred to Afinta Finance and validly ceded to Corpcapital Bank. The appellant's reliance on the non-variation clauses was misconceived, and the respondent had locus standi to sue on all the lease agreements in question.

Court Disposition

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

Orders

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