PKX Capital (Pty) Ltd v Isago at N12 Development (Pty) Ltd (87615/2019) [2023] ZAGPPHC 646 (7 August 2023)

PKX Capital (Pty) Ltd v Isago at N12 Development (Pty) Ltd (87615/2019) [2023] ZAGPPHC 646 (7 August 2023)

The Court found that the 2017 Agreement was not superseded by the 2018 Agreement, as the latter was backdated to a date prior to the conclusion of the 2017 Agreement and did not expressly refer to it. The special plea based on the Estate Agency Affairs Act was dismissed, as PKX did not act as an estate agent within the meaning of the Act and its claim was not for estate agent's commission. However, PKX failed to prove performance of its mandate under the 2017 Agreement, as the conditions for liability—namely, SANMVA Trust (and any co-purchaser) purchasing shares from Isago Shareholders or immovable property from Isago—were not met. The ultimate transaction involved GEPF acquiring a 60%...

Citation
[2023] ZAGPPHC 646
Parties
Plaintiff: PKX Capital (Pty) Ltd; Defendant: Isago at N12 Development (Pty) Ltd
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
7 August 2023
Case Number
87615/2019
Procedural Posture
Civil Trial / Final Judgment After Trial and Interlocutory Applications
Outcome
Plaintiff's claim dismissed with costs; defendant's special plea dismissed with costs.
Judges
Khashane La M Manamela
Legal Topics
Contract Supersession, Transactional Advisory Fees, Estate Agency Affairs Act, Performance of Mandate, Company Separate Personality, Property Sale Agreements
Commercial and Corporate Civil Procedure Land and Property Contract Supersession Transactional Advisory Fees Estate Agency Affairs Act Performance of Mandate Company Separate Personality +1 more

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Parties

PKX Capital (Pty) Ltd

Plaintiff

Isago at N12 Development (Pty) Ltd

Defendant

Procedural Posture

Civil Trial / Final Judgment After Trial and Interlocutory Applications

Legal Issues

  1. 1 Whether PKX performed its mandate in terms of the 2017 Agreement.
  2. 2 Whether PKX is prohibited from receiving remuneration by the provisions of the Estate Agency Affairs Act.
  3. 3 Whether the 2017 Agreement was superseded by the 2018 Agreement.

Ratio Decidendi

The Court found that the 2017 Agreement was not superseded by the 2018 Agreement, as the latter was backdated to a date prior to the conclusion of the 2017 Agreement and did not expressly refer to it. The special plea based on the Estate Agency Affairs Act was dismissed, as PKX did not act as an estate agent within the meaning of the Act and its claim was not for estate agent's commission. However, PKX failed to prove performance of its mandate under the 2017 Agreement, as the conditions for liability—namely, SANMVA Trust (and any co-purchaser) purchasing shares from Isago Shareholders or immovable property from Isago—were not met. The ultimate transaction involved GEPF acquiring a 60%...

Court Disposition

Plaintiff's claim dismissed with costs; defendant's special plea dismissed with costs.

Orders

  • The defendant's special plea is dismissed with costs, including costs consequent to the employment of two counsel, one being senior counsel.
  • The plaintiff's claim against the defendant is dismissed with costs, including costs consequent to the employment of two counsel, one being senior counsel.