Rasegowa Trading and Projects CC and Another v Beyond Joint Venture (Pty) Ltd and Another (056029/2024) [2024] ZAGPPHC 681 (11 July 2024)

Rasegowa Trading and Projects CC and Another v Beyond Joint Venture (Pty) Ltd and Another (056029/2024) [2024] ZAGPPHC 681 (11 July 2024)

The court found that Mr. Ngwenya did not resign as a member of the Close Corporation and that his removal was effected by a forged document prepared by Mr. Chaane. This fraudulent conduct was intended to deprive the Joint Venture of its agreed control over the Close Corporation's bank account. The respondents did not provide credible evidence that the agreements had lapsed or that the Joint Venture had breached its obligations. The applicants made sufficient disclosure in the ex parte proceedings, and the urgency was justified by the risk of dissipation of funds. There was no basis for reconsideration or discharge of the interim order. The original order was confirmed.

Citation
[2024] ZAGPPHC 681
Parties
Applicant: Rasegowa Trading & Projects CC; Applicant: Walter Chaane; Respondent: Beyond Joint Venture (Pty) Ltd; Respondent: Mpumelelo Nthuthuko Ngwenya; Respondent: Companies and Intellectual Property Commission; Respondent: Gauteng Department of Health; Respondent: Gauteng Department of Infrastructure and Development; Respondent: First National Bank
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
11 July 2024
Case Number
056029/2024
Procedural Posture
Urgent Application / Return Day and Reconsideration of Ex Parte Order
Outcome
The interim order granted on 28 May 2024 is confirmed. The application for reconsideration and discharge of the rule nisi is dismissed with costs.
Judges
Mooki
Legal Topics
Corporate Control Dispute, Fraudulent Removal of Member, Urgent Interdict, Ex Parte Application, Bank Account Access
Commercial and Corporate Civil Procedure Corporate Control Dispute Fraudulent Removal of Member Urgent Interdict Ex Parte Application Bank Account Access

Case Brief

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Parties

Rasegowa Trading & Projects CC

Applicant

Walter Chaane

Applicant

Beyond Joint Venture (Pty) Ltd

Respondent

Mpumelelo Nthuthuko Ngwenya

Respondent

Companies and Intellectual Property Commission

Respondent

Gauteng Department of Health

Respondent

Gauteng Department of Infrastructure and Development

Respondent

First National Bank

Respondent

Procedural Posture

Urgent Application / Return Day and Reconsideration of Ex Parte Order

Legal Issues

  1. 1 Whether the removal of Mr. Ngwenya as a member of the Close Corporation was fraudulent.
  2. 2 Whether the Joint Venture is entitled to restoration of control over the Close Corporation's bank account.
  3. 3 Whether the ex parte order should be reconsidered and discharged.

Ratio Decidendi

The court found that Mr. Ngwenya did not resign as a member of the Close Corporation and that his removal was effected by a forged document prepared by Mr. Chaane. This fraudulent conduct was intended to deprive the Joint Venture of its agreed control over the Close Corporation's bank account. The respondents did not provide credible evidence that the agreements had lapsed or that the Joint Venture had breached its obligations. The applicants made sufficient disclosure in the ex parte proceedings, and the urgency was justified by the risk of dissipation of funds. There was no basis for reconsideration or discharge of the interim order. The original order was confirmed.

Court Disposition

The interim order granted on 28 May 2024 is confirmed. The application for reconsideration and discharge of the rule nisi is dismissed with costs.

Orders

  • Paragraphs 2, 3, 4, 5, 6, 7, and 9 of the order made on 28 May 2024 in case number 2024-056029 are confirmed.
  • The application for reconsideration is dismissed.