Oosthuizen v Metsep SA (Pty) Ltd (14824/2015) [2016] ZAGPJHC 115 (6 May 2016)

Oosthuizen v Metsep SA (Pty) Ltd (14824/2015) [2016] ZAGPJHC 115 (6 May 2016)

The court held that while the applicant's contention that the purchase price will not be less than R8,725,500 may be factually correct, there is insufficient evidence to infer that the respondents have agreed to pay this amount now or that a collateral agreement exists for immediate part-payment. The respondents' affidavits do not demonstrate animus contrahendi or an intention to be contractually bound to pay the minimum amount prior to the final determination of the purchase price. The mechanism for determining the purchase price under the written settlement agreement remains operative, and no carve-out for part-payment is justified at this stage. Accordingly, all disputes must be...

Citation
[2016] ZAGPJHC 115
Parties
Applicant: Kennith Martin Oosthuizen; Respondent: Metsep SA (Pty) Ltd; Respondent: David Michesl Joseph Whelan; Respondent: Robert Patrick Watchorn; Respondent: Miwac (Pty) Ltd
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
6 May 2016
Case Number
14824/2015
Procedural Posture
Civil Application / Referral to Trial After Opposed Motion
Outcome
Application referred to trial; no immediate payment ordered.
Judges
Van der Linde
Legal Topics
Share Sale Agreement, Purchase Price Determination, Collateral Contract, Shifren Clause, Motion Proceedings, Costs Order
Commercial and Corporate Civil Procedure Share Sale Agreement Purchase Price Determination Collateral Contract Shifren Clause Motion Proceedings Costs Order

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 7 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Kennith Martin Oosthuizen

Applicant

Metsep SA (Pty) Ltd

Respondent

David Michesl Joseph Whelan

Respondent

Robert Patrick Watchorn

Respondent

Miwac (Pty) Ltd

Respondent

Procedural Posture

Civil Application / Referral to Trial After Opposed Motion

Legal Issues

  1. 1 Whether the applicant is entitled to immediate payment of a portion of the purchase price for shares sold under a written settlement agreement.
  2. 2 Whether a collateral agreement exists entitling the applicant to part-payment before final determination of the purchase price.
  3. 3 Whether the respondents' affidavits amount to an admission of liability for a minimum purchase price.

Ratio Decidendi

The court held that while the applicant's contention that the purchase price will not be less than R8,725,500 may be factually correct, there is insufficient evidence to infer that the respondents have agreed to pay this amount now or that a collateral agreement exists for immediate part-payment. The respondents' affidavits do not demonstrate animus contrahendi or an intention to be contractually bound to pay the minimum amount prior to the final determination of the purchase price. The mechanism for determining the purchase price under the written settlement agreement remains operative, and no carve-out for part-payment is justified at this stage. Accordingly, all disputes must be...

Court Disposition

Application referred to trial; no immediate payment ordered.

Orders

  • The application is referred to trial, with the notice of motion deemed a simple summons.
  • The applicant must file his declaration within 21 days of this order.