Oppressed A C S A Minority 1 (Pty) Ltd and Another v Government of the Republic of South Africa and Others (898/2020) [2022] ZASCA 50 (11 April 2022)

Oppressed A C S A Minority 1 (Pty) Ltd and Another v Government of the Republic of South Africa and Others (898/2020) [2022] ZASCA 50 (11 April 2022)

The Supreme Court of Appeal held that the High Court was correct in rescinding the consent order. The court found that there is no distinction in law between rescission of consent orders and other judgments; the focus must be on the court order itself. The underlying settlement agreement was concluded without proper authority, rendering the consent order susceptible to rescission. Good cause for rescission was established, as the lack of authority undermined the validity of the order. The appellants failed to demonstrate that the respondents acted oppressively or unlawfully under section 163 of the Companies Act. The appeal was accordingly dismissed with costs, including the costs of two...

Citation
[2022] ZASCA 50
Parties
Appellant: Oppressed A C S A Minority 1 (Pty) Ltd (formerly African Harvest Strategic Investments (Pty) Ltd); Appellant: Up-Front Investments 65 (Pty) Ltd; Respondent: Government of the Republic of South Africa; Respondent: Minister of Transport; Respondent: Airports Company of South Africa SOC Ltd; Respondent: Pybus Thirty-Four (Pty) Ltd; Respondent: Airports Management Share Incentive Scheme Company (Pty) Ltd; Respondent: Lexshell 342 Investment Holdings (Pty) Ltd; Respondent: Telle Investments (Pty) Ltd; Respondent: ADR International Airports South Africa (Pty) Ltd; Respondent: G10 Investments (Pty) Ltd; Respondent: Minister of Finance
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
11 April 2022
Case Number
898/2020
Procedural Posture
Civil Appeal / Appeal From Gauteng Division of the High Court, Johannesburg
Outcome
Appeal dismissed with costs, including costs of two counsel.
Judges
Dambuza, Makgoka, Schippers, Plasket, Gorven
Legal Topics
Rescission of Judgment, Consent Order, Minority Shareholder Rights, Oppressive Conduct, Companies Act Section 163
Civil Procedure Commercial and Corporate Rescission of Judgment Consent Order Minority Shareholder Rights Oppressive Conduct Companies Act Section 163

Case Brief

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Parties

Oppressed A C S A Minority 1 (Pty) Ltd (formerly African Harvest Strategic Investments (Pty) Ltd)

Appellant

Up-Front Investments 65 (Pty) Ltd

Appellant

Government of the Republic of South Africa

Respondent

Minister of Transport

Respondent

Airports Company of South Africa SOC Ltd

Respondent

Pybus Thirty-Four (Pty) Ltd

Respondent

Airports Management Share Incentive Scheme Company (Pty) Ltd

Respondent

Lexshell 342 Investment Holdings (Pty) Ltd

Respondent

Telle Investments (Pty) Ltd

Respondent

ADR International Airports South Africa (Pty) Ltd

Respondent

G10 Investments (Pty) Ltd

Respondent

Minister of Finance

Respondent

Procedural Posture

Civil Appeal / Appeal From Gauteng Division of the High Court, Johannesburg

Legal Issues

  1. 1 Whether the High Court was correct to rescind a consent order based on lack of authority to conclude the underlying settlement agreement.
  2. 2 Whether there is a distinction in law between rescission of consent orders and other judgments.
  3. 3 Whether good cause for rescission was established under the circumstances.

Ratio Decidendi

The Supreme Court of Appeal held that the High Court was correct in rescinding the consent order. The court found that there is no distinction in law between rescission of consent orders and other judgments; the focus must be on the court order itself. The underlying settlement agreement was concluded without proper authority, rendering the consent order susceptible to rescission. Good cause for rescission was established, as the lack of authority undermined the validity of the order. The appellants failed to demonstrate that the respondents acted oppressively or unlawfully under section 163 of the Companies Act. The appeal was accordingly dismissed with costs, including the costs of two...

Court Disposition

Appeal dismissed with costs, including costs of two counsel.

Orders

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