Price and Another v Kaplan N.O. and Others (44937/2019) [2022] ZAGPPHC 429 (14 June 2022)

Price and Another v Kaplan N.O. and Others (44937/2019) [2022] ZAGPPHC 429 (14 June 2022)

The court found that the Trust Deed required a minimum of three trustees for the Trust to have capacity to act. Morris Kaplan failed to appoint additional trustees after the deaths of the original trustees, resulting in the Trust’s incapacity for over fourteen years. Actions taken by Morris, including resolutions and appointments, were invalid due to lack of authority. The purported appointment of new trustees without letters of authority from the Master was also invalid. The applicants established grounds for removal of Morris and the other respondents as trustees due to maladministration, breach of fiduciary duty, and lack of good faith. The appointment of independent professional...

Citation
[2022] ZAGPPHC 429
Parties
Applicant: Lesley Ann Price; Applicant: Jennifer Ruth Hyton; Respondent: Morris Kaplan N.O.; Respondent: Hilton Norman Kaplan N.O.; Respondent: Susan Eve Woolf N.O.; Respondent: Morris Kaplan; Respondent: Hilton Norman Kaplan; Respondent: Susan Eve Woolf; Respondent: Ronald Woolf; Respondent: North Atherstone (Proprietary) Limited; Respondent: Two-K-Administration CC; Respondent: The Master of the High Court, Gauteng Division, Pretoria
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
14 June 2022
Case Number
44937/2019
Procedural Posture
Civil Application / Judgment on Main Application and Related Interlocutory Matters
Outcome
Application granted. First, second, and third respondents removed as trustees; new trustees appointed; orders for accounting and costs issued against first respondent personally.
Judges
Baqwa
Legal Topics
Trustee Removal, Trust Deed Interpretation, Fiduciary Duties, Maladministration, Appointment of Trustees, Distribution of Trust Assets
Land and Property Civil Procedure Commercial and Corporate Trustee Removal Trust Deed Interpretation Fiduciary Duties Maladministration Appointment of Trustees +1 more

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Parties

Lesley Ann Price

Applicant

Jennifer Ruth Hyton

Applicant

Morris Kaplan N.O.

Respondent

Hilton Norman Kaplan N.O.

Respondent

Susan Eve Woolf N.O.

Respondent

Morris Kaplan

Respondent

Hilton Norman Kaplan

Respondent

Susan Eve Woolf

Respondent

Ronald Woolf

Respondent

North Atherstone (Proprietary) Limited

Respondent

Two-K-Administration CC

Respondent

The Master of the High Court, Gauteng Division, Pretoria

Respondent

Procedural Posture

Civil Application / Judgment on Main Application and Related Interlocutory Matters

Legal Issues

  1. 1 Whether the first respondent had authority to bind the Trust in the absence of the minimum number of trustees required by the Trust Deed.
  2. 2 Whether resolutions and actions taken by the first respondent during the Trust's incapacity are valid.
  3. 3 Whether the first, second, and third respondents should be removed as trustees.

Ratio Decidendi

The court found that the Trust Deed required a minimum of three trustees for the Trust to have capacity to act. Morris Kaplan failed to appoint additional trustees after the deaths of the original trustees, resulting in the Trust’s incapacity for over fourteen years. Actions taken by Morris, including resolutions and appointments, were invalid due to lack of authority. The purported appointment of new trustees without letters of authority from the Master was also invalid. The applicants established grounds for removal of Morris and the other respondents as trustees due to maladministration, breach of fiduciary duty, and lack of good faith. The appointment of independent professional...

Court Disposition

Application granted. First, second, and third respondents removed as trustees; new trustees appointed; orders for accounting and costs issued against first respondent personally.

Orders

  • It is declared that the first respondent had no capacity to bind the Trust in the absence of the minimum three trustees specified in the Trust Deed.
  • The purported resolutions signed by the first respondent are declared invalid and of no force and effect.