Ravinsky and Another v Gossel and Another (10/20152) [2012] ZAGPJHC 82 (13 April 2012)

Ravinsky and Another v Gossel and Another (10/20152) [2012] ZAGPJHC 82 (13 April 2012)

The court found that the circumstances did not render it just and equitable to wind up the company. The company was profitable, well-managed, and functional, with no evidence of deadlock or exclusion of directors sufficient to justify liquidation. The Articles of Association permitted the appointment of a third director, which had not been pursued by either party. Ravinsky had not been deprived of her rights as a director, and her complaints were either premature or could be resolved by proper implementation of the Articles. Alternative remedies, such as appointing a third director or selling shares, were available and had not been exhausted. The company was not a domestic company where...

Citation
[2012] ZAGPJHC 82
Parties
Appellant: Sharlene Ravinsky; Appellant: Leon Selwyn Jankelowitz; Respondent: Robert David Gossel; Respondent: Gossel's Record Club (Pty) Ltd t/a GRC Properties
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
13 April 2012
Case Number
10/20152
Procedural Posture
Civil Appeal / Appeal Against Dismissal of Application for Final Winding Up Order
Outcome
Appeal dismissed. Costs awarded to respondents, including costs of senior counsel.
Judges
Satchwell, Tsoka
Legal Topics
Just and Equitable Winding Up, Deadlock, Director Fiduciary Duties, Articles of Association, Remedies for Shareholders
Commercial and Corporate Civil Procedure Just and Equitable Winding Up Deadlock Director Fiduciary Duties Articles of Association Remedies for Shareholders

Case Brief

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Parties

Sharlene Ravinsky

Appellant

Leon Selwyn Jankelowitz

Appellant

Robert David Gossel

Respondent

Gossel's Record Club (Pty) Ltd t/a GRC Properties

Respondent

Procedural Posture

Civil Appeal / Appeal Against Dismissal of Application for Final Winding Up Order

Legal Issues

  1. 1 Whether it is just and equitable to wind up the company under section 344(h) of the Companies Act, 61 of 1973.
  2. 2 Whether deadlock or exclusion of a director justifies winding up.
  3. 3 Whether alternative remedies are available to the appellants.

Ratio Decidendi

The court found that the circumstances did not render it just and equitable to wind up the company. The company was profitable, well-managed, and functional, with no evidence of deadlock or exclusion of directors sufficient to justify liquidation. The Articles of Association permitted the appointment of a third director, which had not been pursued by either party. Ravinsky had not been deprived of her rights as a director, and her complaints were either premature or could be resolved by proper implementation of the Articles. Alternative remedies, such as appointing a third director or selling shares, were available and had not been exhausted. The company was not a domestic company where...

Court Disposition

Appeal dismissed. Costs awarded to respondents, including costs of senior counsel.

Orders

  • The appeal is dismissed.
  • The appellants are to pay the respondents' costs, including the costs attendant upon the employment of senior counsel.