Ralineba and Others v Dzivhani and Another (1005/2023) [2025] ZALMPPHC 148 (4 August 2025)

Ralineba and Others v Dzivhani and Another (1005/2023) [2025] ZALMPPHC 148 (4 August 2025)

The court found that the First Respondent was not the sole shareholder of the company and that the Applicants' shareholding was validly established through both verbal and written agreements, confirmed by company resolutions and the issuance of share certificates. The First Respondent's arguments regarding procedural defects and non-compliance with the Companies Act were rejected, as no new shares were issued requiring amendment of the MOI, and any procedural defects did not invalidate the share transfers. The Fourth and Fifth Applicants' acquisition of shares from Jane was confirmed as valid, with the First Respondent's involvement evidenced by undisputed emails. However, the Third...

Citation
[2025] ZALMPPHC 148
Parties
Applicant: Tsumbedzo Kevin Ralineba; Applicant: New Heights Holdings (Pty) Ltd; Applicant: Mziwandile Nombula; Applicant: Thakhani Negota; Applicant: Thendo Emmanuel Matodzi; Respondent: Khathutshelo Michael Dzivhani; Respondent: MIMED (Pty) Ltd
Court
Limpopo High Court, Polokwane
Jurisdiction
South Africa
Judgment Date
4 August 2025
Case Number
1005/2023
Procedural Posture
Declaratory Application / Judgment After Opposed Motion
Outcome
Application granted in part; declaratory relief awarded to First, Second, Fourth and Fifth Applicants; Third Applicant's claim dismissed; costs awarded against Respondents on attorney and own client scale.
Judges
Mashamba
Legal Topics
Shareholder Disputes, Declaratory Relief, Companies Act Compliance, Transfer of Shares, Validity of Share Certificates
Commercial and Corporate Civil Procedure Shareholder Disputes Declaratory Relief Companies Act Compliance Transfer of Shares Validity of Share Certificates

Case Brief

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Parties

Tsumbedzo Kevin Ralineba

Applicant

New Heights Holdings (Pty) Ltd

Applicant

Mziwandile Nombula

Applicant

Thakhani Negota

Applicant

Thendo Emmanuel Matodzi

Applicant

Khathutshelo Michael Dzivhani

Respondent

MIMED (Pty) Ltd

Respondent

Procedural Posture

Declaratory Application / Judgment After Opposed Motion

Legal Issues

  1. 1 Whether the conduct of the First Respondent in administering the Second Respondent's affairs was unlawful.
  2. 2 Whether the Applicants' shareholder certificates in respect of the Second Respondent's shares are valid.
  3. 3 Whether the Third Applicant is entitled to be declared a shareholder of 4.47% shares in the Second Respondent.

Ratio Decidendi

The court found that the First Respondent was not the sole shareholder of the company and that the Applicants' shareholding was validly established through both verbal and written agreements, confirmed by company resolutions and the issuance of share certificates. The First Respondent's arguments regarding procedural defects and non-compliance with the Companies Act were rejected, as no new shares were issued requiring amendment of the MOI, and any procedural defects did not invalidate the share transfers. The Fourth and Fifth Applicants' acquisition of shares from Jane was confirmed as valid, with the First Respondent's involvement evidenced by undisputed emails. However, the Third...

Court Disposition

Application granted in part; declaratory relief awarded to First, Second, Fourth and Fifth Applicants; Third Applicant's claim dismissed; costs awarded against Respondents on attorney and own client scale.

Orders

  • The conduct of the First Respondent pertaining to the administration of the Second Respondent's affairs is declared unlawful.
  • The First, Second, Fourth and Fifth Applicants' shareholder certificates in respect of the Second Respondent's shares are declared valid.