Piper and Another v Glosam Manganese (Pty) Ltd and Others (2024/069923; 2024/053300) [2025] ZAGPJHC 63 (10 January 2025)

Piper and Another v Glosam Manganese (Pty) Ltd and Others (2024/069923; 2024/053300) [2025] ZAGPJHC 63 (10 January 2025)

The court found that Glosam Manganese (Pty) Ltd is financially distressed, with substantial debts and no income due to the unlawful diversion of funds by Piper and Neethling. The procedural requirements for business rescue under section 129 were met, and any minor non-compliance was not prejudicial. The allegations...

Source-derived case information.

Citation
[2025] ZAGPJHC 63
Parties
Applicant: Adam Douglas Piper; Applicant: Wepex Trading (Pty) Ltd; Respondent: Glosam Manganese (Pty) Ltd; Respondent: Fujax South Africa (Pty) Ltd; Respondent: Stefan Smyth N.O.; Respondent: Alison Timme N.O.; Respondent: The Companies and Intellectual Property Commission; Respondent: The Affected Parties; Appellant: Glosam Manganese (Pty) Ltd; Respondent: Wepex Trading (Pty) Ltd
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
10 January 2025
Case Number
2024/069923; 2024/053300
Procedural Posture
Consolidated Application / Judgment After Special Motion Hearing
Outcome
Both the Removal application and the Business Rescue application are dismissed. Punitive costs are awarded against Piper and Wepex in the Removal application.
Judges
Fisher
Legal Topics
Business Rescue, Companies Act Section 129, Companies Act Section 130, Financial Distress, Director Fiduciary Duties, Costs Punitive
Commercial and Corporate Civil Procedure Business Rescue Companies Act Section 129 Companies Act Section 130 Financial Distress Director Fiduciary Duties Costs Punitive

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Parties

Adam Douglas Piper

Applicant

Wepex Trading (Pty) Ltd

Applicant

Glosam Manganese (Pty) Ltd

Respondent

Fujax South Africa (Pty) Ltd

Respondent

Stefan Smyth N.O.

Respondent

Alison Timme N.O.

Respondent

The Companies and Intellectual Property Commission

Respondent

The Affected Parties

Respondent

Glosam Manganese (Pty) Ltd

Appellant

Wepex Trading (Pty) Ltd

Respondent

Procedural Posture

Consolidated Application / Judgment After Special Motion Hearing

Legal Issues

  1. 1 Whether the resolution placing Glosam Manganese (Pty) Ltd under business rescue should be set aside.
  2. 2 Whether the business rescue practitioners (BRPs) should be removed for lack of independence or skill.
  3. 3 Whether the application to place Wepex Trading (Pty) Ltd under business rescue should succeed.

Ratio Decidendi

The court found that Glosam Manganese (Pty) Ltd is financially distressed, with substantial debts and no income due to the unlawful diversion of funds by Piper and Neethling. The procedural requirements for business rescue under section 129 were met, and any minor non-compliance was not prejudicial. The allegations of conspiracy and lack of independence or skill on the part of the BRPs were not established on the papers. The application to set aside the business rescue resolution and remove the BRPs was dismissed. The business rescue application for Wepex Trading (Pty) Ltd was also dismissed, as it was not founded on financial distress but rather on a scheme to wrest control, which is not...

Court Disposition

Both the Removal application and the Business Rescue application are dismissed. Punitive costs are awarded against Piper and Wepex in the Removal application.

Orders

  • The Removal application (case: 2024-069923) is dismissed.
  • The costs of the first to fourth respondents, including all reserved costs, are to be paid by Piper and Wepex on the attorney and client scale, jointly and severally, including costs of two counsel where employed.