Phiri v Mathopa and Other (50550/2019) [2019] ZAGPPHC 554 (1 November 2019)

Phiri v Mathopa and Other (50550/2019) [2019] ZAGPPHC 554 (1 November 2019)

The court found that the applicant had already been lawfully removed as director of the second respondent in accordance with section 71(1) and (2) of the Companies Act, rendering the relief sought in the form of interdicts and declarators moot and incompetent. The applicant failed to make out a case for relief under section 163 of the Companies Act, as her allegations were unsubstantiated and appeared to be motivated by a failed demand for payment for her shares. The court further held that the dispute resolution clause in the shareholders' agreement required the applicant to pursue negotiation, mediation, and arbitration before seeking court intervention, which she failed to do. The...

Citation
[2019] ZAGPPHC 554
Parties
Applicant: Emma Mosilo Phiri; Respondent: Phenyo Mathopa; Respondent: Triviron Project Management (Pty) Ltd; Respondent: Companies and Intellectual Property Commission
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
1 November 2019
Case Number
50550/2019
Procedural Posture
Urgent Application / Final Judgment on Application for Interdict and Declaratory Relief
Outcome
Application dismissed with costs, including costs of previous proceedings.
Judges
H.J Fabricius
Legal Topics
Removal of Director, Shareholders Agreement, Interdict, Companies Act, Dispute Resolution Clause
Commercial and Corporate Civil Procedure Removal of Director Shareholders Agreement Interdict Companies Act Dispute Resolution Clause

Case Brief

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Parties

Emma Mosilo Phiri

Applicant

Phenyo Mathopa

Respondent

Triviron Project Management (Pty) Ltd

Respondent

Companies and Intellectual Property Commission

Respondent

Procedural Posture

Urgent Application / Final Judgment on Application for Interdict and Declaratory Relief

Legal Issues

  1. 1 Whether the applicant is entitled to an interim or final interdict preventing her removal as director of the second respondent.
  2. 2 Whether the first respondent is precluded in law from removing the applicant as director without resort to the Companies Tribunal.
  3. 3 Whether the applicant is entitled to relief under section 163 of the Companies Act for alleged oppressive conduct.

Ratio Decidendi

The court found that the applicant had already been lawfully removed as director of the second respondent in accordance with section 71(1) and (2) of the Companies Act, rendering the relief sought in the form of interdicts and declarators moot and incompetent. The applicant failed to make out a case for relief under section 163 of the Companies Act, as her allegations were unsubstantiated and appeared to be motivated by a failed demand for payment for her shares. The court further held that the dispute resolution clause in the shareholders' agreement required the applicant to pursue negotiation, mediation, and arbitration before seeking court intervention, which she failed to do. The...

Court Disposition

Application dismissed with costs, including costs of previous proceedings.

Orders

  • Applicant's allegations in specified paragraphs of the founding and replying affidavits are struck out as irrelevant, vexatious, and scandalous.
  • The application is dismissed with costs, including the costs of the proceedings before Wanless AJ on 28 June 2019 under case no. 20201/19.