P G Bison Ltd and Others v Master of the High Court, Grahamstown and Another (515/97) [1999] ZASCA 92; [2000] 1 All SA 363 (A); 2000 (1) SA 859 (SCA) (29 November 1999)

P G Bison Ltd and Others v Master of the High Court, Grahamstown and Another (515/97) [1999] ZASCA 92; [2000] 1 All SA 363 (A); 2000 (1) SA 859 (SCA) (29 November 1999)

The Supreme Court of Appeal held that the additional clause in the cession agreement did not suspend the transfer of rights to the appellants. The clause merely delayed the appellants' ability to exercise those rights until the account was overdue and notice was given. The wording of the cession and its provisions indicated an immediate and unconditional transfer of rights, with the corporation acting as agent for the appellants until the mandate was terminated. The court found that the parties intended to provide security to the appellants and that the cession in securitatem debiti was effective. The first respondent's direction to amend the liquidation and distribution account was...

Citation
[1999] ZASCA 92
Parties
Appellant: P G Bison Limited; Appellant: P G Bison (Alrode) (Proprietary) Limited; Appellant: P G Bison (Natal) (Proprietary) Limited; Respondent: The Master of the High Court, Grahamstown; Respondent: Andrew Stuart Paterson N O
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
29 November 1999
Case Number
515/97
Procedural Posture
Civil Appeal / Appeal From Eastern Cape Division of the High Court
Outcome
Appeal upheld with costs; order of the court a quo set aside and substituted with orders confirming the appellants' secured claims.
Judges
Grosskopf, Hefer, Olivier, Scott, Streicher
Legal Topics
Cession in Securitatem Debiti, Interpretation of Contracts, Liquidation and Distribution Accounts, Secured Claims
Commercial and Corporate Civil Procedure Cession in Securitatem Debiti Interpretation of Contracts Liquidation and Distribution Accounts Secured Claims

Case Brief

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Parties

P G Bison Limited

Appellant

P G Bison (Alrode) (Proprietary) Limited

Appellant

P G Bison (Natal) (Proprietary) Limited

Appellant

The Master of the High Court, Grahamstown

Respondent

Andrew Stuart Paterson N O

Respondent

Procedural Posture

Civil Appeal / Appeal From Eastern Cape Division of the High Court

Legal Issues

  1. 1 Whether the transfer of rights to the cessionaries under a cession in securitatem debiti was suspended by an additional clause.
  2. 2 What is the meaning and effect of the term 'to implement' in the context of the cession agreement.
  3. 3 Whether the appellants' claims against the corporation in liquidation were secured.

Ratio Decidendi

The Supreme Court of Appeal held that the additional clause in the cession agreement did not suspend the transfer of rights to the appellants. The clause merely delayed the appellants' ability to exercise those rights until the account was overdue and notice was given. The wording of the cession and its provisions indicated an immediate and unconditional transfer of rights, with the corporation acting as agent for the appellants until the mandate was terminated. The court found that the parties intended to provide security to the appellants and that the cession in securitatem debiti was effective. The first respondent's direction to amend the liquidation and distribution account was...

Court Disposition

Appeal upheld with costs; order of the court a quo set aside and substituted with orders confirming the appellants' secured claims.

Orders

  • The appeal is upheld with costs, such costs to be a cost of administration in the winding up of Pats Planks CC (in liquidation).
  • The order of the court a quo is set aside and substituted with: (i) The first respondent’s direction to the second respondent to amend the first liquidation and distribution account of Pats Planks CC (in liquidation) to reflect the proceeds of the book debts in the free residue account is set aside; (ii) The...