Samet v Socrati Footwear (Pty) Limited and Others (2024/091492) [2024] ZAGPJHC 910 (10 September 2024)
The court found that the resolutions purporting to remove the applicant as director were not preceded by proper notice, as tacitly admitted by the respondents. However, given the respondents' undertaking not to act on the disputed resolutions and the fact that fresh notice has been given for a new meeting, the...
Source-derived case information.
- Citation
- [2024] ZAGPJHC 910
- Parties
- Applicant: Karali, Samet; Respondent: Socrati Footwear (Pty) Limited; Respondent: Caralli Leather Works (Pty) Limited; Respondent: Companies and Intellectual Property Commission
- Court
- South Gauteng High Court, Johannesburg
- Jurisdiction
- South Africa
- Case Number
- 2024/091492
- Procedural Posture
- Urgent Application / Application for Interim Relief
- Outcome
- Application not granted as urgent; order made based on respondents' undertaking.
- Judges
- Wright
- Legal Topics
- Removal of Director, Board Resolutions, Notice Requirements, Urgent Interdict
Source-derived case record
Summary, issues, holding and outcome
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Parties
Karali, Samet
Applicant
Socrati Footwear (Pty) Limited
Respondent
Caralli Leather Works (Pty) Limited
Respondent
Companies and Intellectual Property Commission
Respondent
Procedural Posture
Urgent Application / Application for Interim Relief
Legal Issues
- 1 Whether the removal of the applicant as director was effected by valid board resolutions.
- 2 Whether proper notice was given prior to the resolutions to remove the applicant as director.
- 3 Whether the matter is urgent and warrants immediate relief.
Ratio Decidendi
The court found that the resolutions purporting to remove the applicant as director were not preceded by proper notice, as tacitly admitted by the respondents. However, given the respondents' undertaking not to act on the disputed resolutions and the fact that fresh notice has been given for a new meeting, the application as framed does not warrant urgent relief. The matter is therefore not urgent, and the operative order is based on the respondents' undertaking.
Court Disposition
Application not granted as urgent; order made based on respondents' undertaking.
Orders
- The first and second respondents, through their counsel Mr B Van Der Merwe, undertake that they have not and will not act pursuant to any resolution or purported resolution of 28 June 2024 affecting the status or rights of the applicant.
- Costs reserved.
Full Case Text
Judgment text and source record
25 paragraphs
IN THE HIGH COURT OF SOUTH AFRICA
GAUTENG DIVISION, JOHANNESBURG
CASE NO: 2024/091492
1. Reportable:
2. Of interest to other judges:
3. Revised:
10 September 2024
In the matter between:
KARALI, SAMET Applicant and SOCRATI FOOTWEAR (PTY) LIMITED 1st Respondent CARALLI LEATHER WORKS (PTY) LIMITED 2nd Respondent COMPANIES AND INTELLECTUAL PROPERTY COMMISSION 3rd Respondent
JUDGMENT
WRIGHT J
1. The applicant is a businessman who lives in Turkey.
2. He says that he is a director of the first and second respondent companies.
3. He seeks urgently an order that purported resolutions, taken to remove him as director be set aside.
4. The answering affidavit seems tacitly to admit that the resolutions were not preceded by proper notice.
5. The answering affidavit says that fresh notice has been given for a meeting to consider the removal of the applicants as director on 6 September 2024.
6. During argument Mr B Van Der Merwe, for the first and second respondents gave the undertaking referred to below in the order.
7. In these circumstances, and on the notice of motion as framed, the application cannot be urgent.
ORDER
1. The first and second respondents, through their counsel Mr B Van Der Merwe give an undertaking that the first and second respondents have not and will not act pursuant to any resolution or purported resolution of 28 June 2024 affecting the status or rights of the applicant.
2. Removed, costs reserved. -
GC Wright
Judge of the High Court
Gauteng Division, Johannesburg
HEARD DELIVERED :10 September 2024 :10 September 2024 APPEARANCES: Applicant Adv R Pottas rp@jurist.co.za 074 332 6887 Instructed by Duff & Associates Inc andrew@duffattorneys.co.za ; hazel@duffattorneys.co.za jemuel@duffattorneys.co.za 011 463 7477 Respondent Att Mr Nardis Grove nardus@ngattorneys.co.za 082 444 9728 Instructed by Nardus Grove Attorneys nardus@ngattorneys.co.za 082 444 9728