Samet v Socrati Footwear (Pty) Limited and Others (2024/091492) [2024] ZAGPJHC 910 (10 September 2024)
- Citation
- [2024] ZAGPJHC 910
- Status
- Judgment
- Jurisdiction
- South Africa
- Court
- South Gauteng High Court, Johannesburg
- Panel
- Wright
- Case number
- 2024/091492
More details
- Court
- South Gauteng High Court, Johannesburg
- Panel
- Wright
- Case number
- 2024/091492
On this page
Professional case brief
Research organized from the available case record
01
Holding and result
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.
02
Material facts
Parties
Karali, Samet
Applicant Counsel: Adv R PottasSocrati Footwear (Pty) Limited
Respondent Counsel: Mr Nardis GroveCaralli Leather Works (Pty) Limited
Respondent Counsel: Mr Nardis GroveCompanies and Intellectual Property Commission
Respondent03
Procedural history
Posture
Urgent Application / Application for Interim Relief
04
Questions and positions
Legal issues
- 01
Whether the removal of the applicant as director was effected by valid board resolutions.
- 02
Whether proper notice was given prior to the resolutions to remove the applicant as director.
- 03
Whether the matter is urgent and warrants immediate relief.
Party arguments
- Applicant
- The applicant contends that he remains a director of the first and second respondent companies and that his removal was effected by resolutions passed without proper notice to him. He seeks urgent relief to set aside the purported resolutions and prevent any action based on them.
- Respondent
- The respondents tacitly admit that proper notice was not given prior to the resolutions but assert that fresh notice has now been given for a meeting to consider the applicant's removal. During argument, counsel for the respondents undertook that no action would be taken pursuant to the disputed resolutions.
05
Court’s reasoning
Legal principles
- 01
Companies Act 71 of 2008
A director may only be removed by a valid resolution passed after proper notice to all directors.
- 02
Rule 6(12) Uniform Rules of Court
Urgency in motion proceedings requires that the applicant demonstrate imminent harm or prejudice that cannot be addressed in the ordinary course.
06
Ratio, limits and disposition
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.
Obiter and limits
- The court noted that the applicant's rights as director remain unaffected pending the outcome of the properly convened meeting.
- The court reserved costs, indicating that the issue of costs may be revisited depending on future developments.
Court disposition
Application not granted as urgent; order made based on respondents' undertaking.
- 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.
Source and reliance status
South Gauteng High Court, Johannesburg
This page organises the available record for research. Confirm quotations, current status, and subsequent treatment against the official source before relying on the case.
Judgment reading view
Judgment text
The complete available source text.
South Gauteng High Court, Johannesburg
Judgment
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
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