Ravinsky and Another v Gossel and Another (20152/2010) [2010] ZAGPJHC 148 (22 September 2010)

Ravinsky and Another v Gossel and Another (20152/2010) [2010] ZAGPJHC 148 (22 September 2010)

The court found that a deadlock exists between the shareholders and directors of the company, with equal shareholding and only two directors, resulting in an inability to resolve disputes. The animosity and lack of trust between the parties have irretrievably destroyed the relationship necessary for the company's effective management. The first respondent's suggestions to appoint a third director or for the applicants to sell their shares were viewed as acknowledgements of the breakdown in relations. Applying established principles from Moosa NO v Mavjee Bhawan and the Yenidje Tobacco Co case, the court held that the circumstances justify a winding-up order on just and equitable grounds....

Citation
[2010] ZAGPJHC 148
Parties
Applicant: Sharlene Ravinsky; Applicant: Leon Selwyn Jankelowitz; Respondent: Robert David Gossel; Respondent: Gossel’s Record Club (Pty) Ltd
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
22 September 2010
Case Number
20152/2010
Procedural Posture
Liquidation Application / First Instance
Outcome
Provisional liquidation of the second respondent granted.
Judges
C. J. Claassen
Legal Topics
Company Liquidation, Shareholder Deadlock, Just and Equitable Winding Up
Commercial and Corporate Company Liquidation Shareholder Deadlock Just and Equitable Winding Up

Case Brief

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Parties

Sharlene Ravinsky

Applicant

Leon Selwyn Jankelowitz

Applicant

Robert David Gossel

Respondent

Gossel’s Record Club (Pty) Ltd

Respondent

Procedural Posture

Liquidation Application / First Instance

Legal Issues

  1. 1 Whether a deadlock exists between shareholders and directors justifying liquidation of the company.
  2. 2 Whether the animosity and lack of trust between the parties warrants a winding-up order on just and equitable grounds.
  3. 3 Whether a provisional or final liquidation order should be granted.

Ratio Decidendi

The court found that a deadlock exists between the shareholders and directors of the company, with equal shareholding and only two directors, resulting in an inability to resolve disputes. The animosity and lack of trust between the parties have irretrievably destroyed the relationship necessary for the company's effective management. The first respondent's suggestions to appoint a third director or for the applicants to sell their shares were viewed as acknowledgements of the breakdown in relations. Applying established principles from Moosa NO v Mavjee Bhawan and the Yenidje Tobacco Co case, the court held that the circumstances justify a winding-up order on just and equitable grounds....

Court Disposition

Provisional liquidation of the second respondent granted.

Orders

  • A provisional liquidation order of the second respondent is issued returnable on 2 November 2010.
  • The costs of this application are to be costs in the liquidation of the second respondent.