Philani-Ma-Afrika and Others v Mailula and Others (674/08) [2009] ZASCA 115; 2010 (2) SA 573 (SCA) ; [2010] 1 All SA 459 (SCA) (25 September 2009)

Philani-Ma-Afrika and Others v Mailula and Others (674/08) [2009] ZASCA 115; 2010 (2) SA 573 (SCA) ; [2010] 1 All SA 459 (SCA) (25 September 2009)

The Supreme Court of Appeal found that the sale and transfer of Angus Mansions to Mr Mailula were invalid, as the purported directors lacked authority and the necessary resolutions were not properly passed. The documents relied upon to evidence authority were unauthenticated, incoherent, and did not confer valid powers. The company structure had collapsed, with only five registered members remaining, and no valid power of attorney existed. The par delictum rule did not preclude Philani from obtaining relief, as it was not complicit in any fraud. The appeal was allowed, the sale and transfer set aside, and the property declared to be owned by Philani. The eviction order was also set aside,...

Citation
[2009] ZASCA 115
Parties
Appellant: Philani-Ma-Afrika; Appellant: Residents of Angus Mansions; Respondent: W M Mailula; Respondent: Trust for Urban Housing Finance; Respondent: J N Bhana & Associates; Respondent: Registrar of Deeds; Respondent: The City of Johannesburg
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
25 September 2009
Case Number
674/08
Procedural Posture
Civil Appeal / Appeal From Johannesburg High Court; Judgment Delivered After Hearing on 26 May 2009
Outcome
Appeal allowed with costs; sale and transfer of Angus Mansions set aside; property declared owned by Philani-Ma-Afrika; eviction application dismissed.
Judges
Farlam, Navsa, Mlambo, Snyders, Tshiqi
Legal Topics
Invalid Transfer of Property, Corporate Governance, Eviction Order, Par Delictum Rule, Authority of Directors, Appealability of Orders
Land and Property Civil Procedure Commercial and Corporate Invalid Transfer of Property Corporate Governance Eviction Order Par Delictum Rule Authority of Directors +1 more

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Parties

Philani-Ma-Afrika

Appellant

Residents of Angus Mansions

Appellant

W M Mailula

Respondent

Trust for Urban Housing Finance

Respondent

J N Bhana & Associates

Respondent

Registrar of Deeds

Respondent

The City of Johannesburg

Respondent

Procedural Posture

Civil Appeal / Appeal From Johannesburg High Court; Judgment Delivered After Hearing on 26 May 2009

Legal Issues

  1. 1 Whether the sale and transfer of Angus Mansions to Mr Mailula were valid and duly authorised.
  2. 2 Whether Philani-Ma-Afrika was entitled to have the sale and transfer set aside and the property declared as its own.
  3. 3 Whether the eviction order granted against the residents was valid.

Ratio Decidendi

The Supreme Court of Appeal found that the sale and transfer of Angus Mansions to Mr Mailula were invalid, as the purported directors lacked authority and the necessary resolutions were not properly passed. The documents relied upon to evidence authority were unauthenticated, incoherent, and did not confer valid powers. The company structure had collapsed, with only five registered members remaining, and no valid power of attorney existed. The par delictum rule did not preclude Philani from obtaining relief, as it was not complicit in any fraud. The appeal was allowed, the sale and transfer set aside, and the property declared to be owned by Philani. The eviction order was also set aside,...

Court Disposition

Appeal allowed with costs; sale and transfer of Angus Mansions set aside; property declared owned by Philani-Ma-Afrika; eviction application dismissed.

Orders

  • The appeal is allowed with costs, including those occasioned by the employment of two counsel.
  • The order made by the court a quo in case 2008/14341 (the Philani application) is set aside and replaced by an order setting aside the sale of erf No 4562 Johannesburg, cancelling Deed of Transfer no T033425/07, declaring the property owned by the applicant, and ordering the first and second respondents to pay the...