Sheer and Others v Buddy Whiteman Engraving CC and Another (21/34078) [2022] ZAGPJHC 521 (5 August 2022)

Sheer and Others v Buddy Whiteman Engraving CC and Another (21/34078) [2022] ZAGPJHC 521 (5 August 2022)

The court found that the relationship between the first applicant and the second respondent had irretrievably broken down, resulting in deadlock in the management of Swatco. Both parties contributed to the breakdown, but the first applicant was not solely responsible. The trust and cooperation necessary for the continued operation of the close corporation were absent, and no reasonable prospect existed for restoring functional management. The court rejected the respondents' argument that alternative remedies were viable, noting that no counter-application or factual basis for such remedies was presented. The authority of the attorneys to represent Swatco was found lacking, as no proper...

Citation
[2022] ZAGPJHC 521
Parties
Applicant: David Sheer; Applicant: Brian Leonard Sheer N.O.; Applicant: David Sheer N.O.; Respondent: Buddy Whiteman Engraving CC; Respondent: Jonathan Arnold Glajchen
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
5 August 2022
Case Number
21/34078
Procedural Posture
Winding Up Application / Final Order on Application for Winding Up
Outcome
The application for the winding up of the first respondent is granted. The first respondent is placed under final winding up in the hands of the Master of the High Court. The costs of the application are to be borne by the second respondent.
Judges
EF Dippenaar
Legal Topics
Winding Up of Close Corporation, Just and Equitable Ground, Deadlock, Oppression, Members Rights
Commercial and Corporate Winding Up of Close Corporation Just and Equitable Ground Deadlock Oppression Members Rights

Case Brief

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Parties

David Sheer

Applicant

Brian Leonard Sheer N.O.

Applicant

David Sheer N.O.

Applicant

Buddy Whiteman Engraving CC

Respondent

Jonathan Arnold Glajchen

Respondent

Procedural Posture

Winding Up Application / Final Order on Application for Winding Up

Legal Issues

  1. 1 Whether the first respondent should be wound up on just and equitable grounds.
  2. 2 Whether the authority of attorneys to represent the first respondent was valid.
  3. 3 Whether the breakdown in relationship between members constitutes deadlock justifying winding up.

Ratio Decidendi

The court found that the relationship between the first applicant and the second respondent had irretrievably broken down, resulting in deadlock in the management of Swatco. Both parties contributed to the breakdown, but the first applicant was not solely responsible. The trust and cooperation necessary for the continued operation of the close corporation were absent, and no reasonable prospect existed for restoring functional management. The court rejected the respondents' argument that alternative remedies were viable, noting that no counter-application or factual basis for such remedies was presented. The authority of the attorneys to represent Swatco was found lacking, as no proper...

Court Disposition

The application for the winding up of the first respondent is granted. The first respondent is placed under final winding up in the hands of the Master of the High Court. The costs of the application are to be borne by the second respondent.

Orders

  • The first respondent is placed under final winding up in the hands of the Master of the High Court.
  • The costs of the application are to be borne by the second respondent.