Ramahlo N.O and Another v Jansen N.O and Another (002598/2023) [2024] ZAGPPHC 1105 (21 October 2024)

Ramahlo N.O and Another v Jansen N.O and Another (002598/2023) [2024] ZAGPPHC 1105 (21 October 2024)

The North Gauteng High Court has jurisdiction to entertain the application based on the doctrine of effectiveness, the consent to jurisdiction clause in the sale of shares agreement, and the location of the company and its share register within the court's jurisdiction. The misjoinder point fails as the substitution of the nominee executrix was a bona fide correction, and no prejudice was shown. Section 341(1) of the Companies Act, 1973 applies to the transfer of shares in this case, as the payment for the shares occurred after the commencement of the winding up, rendering the sale of shares agreement void. The relief sought under sections 29, 30, and 31 of the Insolvency Act is not...

Citation
[2024] ZAGPPHC 1105
Parties
Applicant: George Da Silva Ramahlo N.O; Applicant: Jeanette Evelyn Carr N.O; Respondent: Sherine Jansen N.O; Respondent: Gindinda Bheshwabe (Pty) Ltd
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
21 October 2024
Case Number
002598/2023
Procedural Posture
Civil Application / First Instance Judgment
Outcome
Application granted. The sale of shares and loan agreement is declared void and set aside. Repayment of R6,500,000.00 ordered. Retransfer of shares to applicants ordered. Costs awarded against first respondent.
Judges
Retief
Legal Topics
Company Liquidation, Void Share Transfer, Jurisdiction, Misjoinder, Statutory Interpretation
Commercial and Corporate Civil Procedure Company Liquidation Void Share Transfer Jurisdiction Misjoinder Statutory Interpretation

Case Brief

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Parties

George Da Silva Ramahlo N.O

Applicant

Jeanette Evelyn Carr N.O

Applicant

Sherine Jansen N.O

Respondent

Gindinda Bheshwabe (Pty) Ltd

Respondent

Procedural Posture

Civil Application / First Instance Judgment

Legal Issues

  1. 1 Does the North Gauteng High Court have jurisdiction to entertain the application to set aside the sale of shares agreement?
  2. 2 Is the sale of shares agreement void under section 341(1) of the Companies Act, 1973?
  3. 3 Does the misjoinder of the executrix affect the validity of the proceedings?

Ratio Decidendi

The North Gauteng High Court has jurisdiction to entertain the application based on the doctrine of effectiveness, the consent to jurisdiction clause in the sale of shares agreement, and the location of the company and its share register within the court's jurisdiction. The misjoinder point fails as the substitution of the nominee executrix was a bona fide correction, and no prejudice was shown. Section 341(1) of the Companies Act, 1973 applies to the transfer of shares in this case, as the payment for the shares occurred after the commencement of the winding up, rendering the sale of shares agreement void. The relief sought under sections 29, 30, and 31 of the Insolvency Act is not...

Court Disposition

Application granted. The sale of shares and loan agreement is declared void and set aside. Repayment of R6,500,000.00 ordered. Retransfer of shares to applicants ordered. Costs awarded against first respondent.

Orders

  • The sale of shares and loan agreement entered into between Ainsworth Engineering (Pty) Ltd, Highveld Services CC, and the Second Respondent in July 2018 is void and set aside.
  • The First Respondent is ordered to repay the amount of R6,500,000.00 to the Applicants within 10 days from date of this order.