Opperman v De Klerk N.O and Others (48920/2020) [2022] ZAGPPHC 48 (25 January 2022)

Opperman v De Klerk N.O and Others (48920/2020) [2022] ZAGPPHC 48 (25 January 2022)

The court found that the applicant relinquished his shares in the third respondent in 2007 and was no longer a shareholder, thus lacking locus standi under section 163 of the Companies Act. The applicant failed to demonstrate compliance with the procedural requirements of section 165, including the demand process...

Source-derived case information.

Citation
[2022] ZAGPPHC 48
Parties
Applicant: Keith Opperman; Respondent: Sheryl De Klerk N.O; Respondent: Anton Opperman; Respondent: Ronsoe (Pty) Ltd; Respondent: Eileen Opperman
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
25 January 2022
Case Number
48920/2020
Procedural Posture
Urgent Application / Application for Leave to Act on Behalf of Company and Be Appointed Director to Institute Proceedings
Outcome
Application dismissed with costs.
Judges
Matshitse AJ
Legal Topics
Companies Act Section 163, Companies Act Section 165, Locus Standi, Derivative Action, Shareholder Rights, Director Appointment
Commercial and Corporate Companies Act Section 163 Companies Act Section 165 Locus Standi Derivative Action Shareholder Rights Director Appointment

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Parties

Keith Opperman

Applicant

Sheryl De Klerk N.O

Respondent

Anton Opperman

Respondent

Ronsoe (Pty) Ltd

Respondent

Eileen Opperman

Respondent

Procedural Posture

Urgent Application / Application for Leave to Act on Behalf of Company and Be Appointed Director to Institute Proceedings

Legal Issues

  1. 1 Whether the applicant has locus standi under section 163 of the Companies Act to act on behalf of the third respondent.
  2. 2 Whether the applicant satisfies the requirements of section 165 to be granted leave to institute derivative proceedings on behalf of the company.
  3. 3 Whether the applicant is acting in good faith and in the best interests of the company.

Ratio Decidendi

The court found that the applicant relinquished his shares in the third respondent in 2007 and was no longer a shareholder, thus lacking locus standi under section 163 of the Companies Act. The applicant failed to demonstrate compliance with the procedural requirements of section 165, including the demand process and showing irreparable harm or substantial prejudice. The court was not satisfied that the applicant was acting in good faith or that the proposed action was in the best interests of the company. The evidence indicated that the company had ceased business and that the shareholders had previously rectified the actions of the late Mr Opperman, negating any claim for damages. The...

Court Disposition

Application dismissed with costs.

Orders

  • The applicant's application is dismissed with costs.