Northern Estate and Trust Administrators (Pty) Ltd v Agricultural And Rural Development Corporation (117/13) [2013] ZASCA 174; [2014] 1 All SA 655 (SCA) (28 November 2013)

Northern Estate and Trust Administrators (Pty) Ltd v Agricultural And Rural Development Corporation (117/13) [2013] ZASCA 174; [2014] 1 All SA 655 (SCA) (28 November 2013)

The Supreme Court of Appeal held that the evidence did not establish an express agreement to cancel the sale of shares at the meeting of 5 November 2007. However, the conduct of the parties in September 2008, specifically the repayment of the purchase price by the ARDC and its acceptance and retention by Boyes, unequivocally demonstrated a tacit agreement to cancel the sale agreement. The appellant's argument that the cession of rights precluded Boyes from cancelling the agreement was rejected, as the ARDC had no notice of the cession prior to the cancellation and was entitled to transact with Boyes as if he remained the creditor. The prior cession did not impede the validity of the...

Citation
[2013] ZASCA 174
Parties
Appellant: Northern Estate and Trust Administrators (Pty) Ltd; Respondent: Agricultural and Rural Development Corporation
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
28 November 2013
Case Number
117/13
Procedural Posture
Civil Appeal / Appeal From Full Court of the North Gauteng High Court
Outcome
Appeal dismissed with costs, including those of two counsel.
Judges
Lewis, Maya, Leach, Swain, Meyer
Legal Topics
Contract Cancellation, Cession of Rights, Sale of Shares, Tacit Agreement, Onus of Proof
Commercial and Corporate Civil Procedure Contract Cancellation Cession of Rights Sale of Shares Tacit Agreement Onus of Proof

Case Brief

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Parties

Northern Estate and Trust Administrators (Pty) Ltd

Appellant

Agricultural and Rural Development Corporation

Respondent

Procedural Posture

Civil Appeal / Appeal From Full Court of the North Gauteng High Court

Legal Issues

  1. 1 Whether the sale of shares agreement was consensually cancelled, either expressly or by conduct.
  2. 2 Whether the cession of Boyes' rights to the appellant precluded Boyes from cancelling the sale agreement.
  3. 3 Whether the ARDC discharged its onus of proving consensual cancellation of the sale agreement.

Ratio Decidendi

The Supreme Court of Appeal held that the evidence did not establish an express agreement to cancel the sale of shares at the meeting of 5 November 2007. However, the conduct of the parties in September 2008, specifically the repayment of the purchase price by the ARDC and its acceptance and retention by Boyes, unequivocally demonstrated a tacit agreement to cancel the sale agreement. The appellant's argument that the cession of rights precluded Boyes from cancelling the agreement was rejected, as the ARDC had no notice of the cession prior to the cancellation and was entitled to transact with Boyes as if he remained the creditor. The prior cession did not impede the validity of the...

Court Disposition

Appeal dismissed with costs, including those of two counsel.

Orders

  • The appeal is dismissed with costs, including those of two counsel.