Pezzutto v Dreyer and Others (209/90) [1992] ZASCA 46; 1992 (3) SA 379 (AD); [1992] 2 All SA 81 (A) (27 March 1992)

Pezzutto v Dreyer and Others (209/90) [1992] ZASCA 46; 1992 (3) SA 379 (AD); [1992] 2 All SA 81 (A) (27 March 1992)

The Supreme Court of Appeal found that the evidence established the existence of an ad hoc partnership agreement between Pezzutto, De Polo, Dreyer, and Wylie for the exploitation of the Jesus and other mine dumps. The handshake agreement, confirmed by subsequent conduct and documentation, satisfied the essentialia of a partnership: each party contributed something of commercial value, the venture was for joint benefit, and the object was profit. The court rejected the respondents' arguments that the agreement was void for vagueness or merely an agreement to agree. The parties acted on the agreement, and Dreyer's conduct was consistent only with the existence of a partnership. The...

Citation
[1992] ZASCA 46
Parties
Appellant: Guglielmo Pezzutto; Respondent: Cornelius Johannes Burger Dreyer; Respondent: Brian G Wylie; Respondent: Mineral & Exploration Corporation (Pty) Limited
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
27 March 1992
Case Number
209/90
Procedural Posture
Civil Appeal / Appeal From Witwatersrand Local Division; Trial Court Granted Absolution From the Instance; Leave to Appeal Granted to Appellant and Cross Appeal Granted to Respondents.
Outcome
Appeal allowed with costs; cross-appeal dismissed with costs. The partnership is declared to have ended on 20 January 1988. Provision is made for the appointment of a liquidator if the parties cannot agree on the distribution of net benefits within two months.
Judges
Joubert, EM Grosskopf, Smalberger, Van den Heever, Van Coller
Legal Topics
Partnership Formation, Ad Hoc Joint Venture, Essentialia of Partnership, Oral Agreement, Dissolution of Partnership
Commercial and Corporate Partnership Formation Ad Hoc Joint Venture Essentialia of Partnership Oral Agreement Dissolution of Partnership

Case Brief

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Parties

Guglielmo Pezzutto

Appellant

Cornelius Johannes Burger Dreyer

Respondent

Brian G Wylie

Respondent

Mineral & Exploration Corporation (Pty) Limited

Respondent

Procedural Posture

Civil Appeal / Appeal From Witwatersrand Local Division; Trial Court Granted Absolution From the Instance; Leave to Appeal Granted to Appellant and Cross Appeal Granted to Respondents.

Legal Issues

  1. 1 Whether an ad hoc partnership agreement was concluded between Pezzutto, De Polo, Dreyer, and Wylie regarding the exploitation of mine dumps.
  2. 2 Whether the handshake agreement satisfied the essentialia of a partnership under South African law.
  3. 3 Whether the agreement was void for vagueness or amounted only to an agreement to agree in future.

Ratio Decidendi

The Supreme Court of Appeal found that the evidence established the existence of an ad hoc partnership agreement between Pezzutto, De Polo, Dreyer, and Wylie for the exploitation of the Jesus and other mine dumps. The handshake agreement, confirmed by subsequent conduct and documentation, satisfied the essentialia of a partnership: each party contributed something of commercial value, the venture was for joint benefit, and the object was profit. The court rejected the respondents' arguments that the agreement was void for vagueness or merely an agreement to agree. The parties acted on the agreement, and Dreyer's conduct was consistent only with the existence of a partnership. The...

Court Disposition

Appeal allowed with costs; cross-appeal dismissed with costs. The partnership is declared to have ended on 20 January 1988. Provision is made for the appointment of a liquidator if the parties cannot agree on the distribution of net benefits within two months.

Orders

  • The appeal is allowed, with costs.
  • The order of the trial court is substituted with a declaration that the partnership between Pezzutto, De Polo, Dreyer, and Wylie regarding the exploitation of the mine dumps ended on 20 January 1988.