Shell SA Marketing v H L Hall & Sons and Others (89496/2014) [2015] ZAGPPHC 1155 (2 November 2015)

Shell SA Marketing v H L Hall & Sons and Others (89496/2014) [2015] ZAGPPHC 1155 (2 November 2015)

The court held that the lessor was contractually obliged to inform the applicant of each and every term and condition of the proposed sale to the third party. The notice provided to the applicant did not contain all the terms and conditions, and thus did not comply with the express requirements of clause 21 of the lease agreement. The court found no ambiguity in the word 'identical' and rejected the respondents' argument that partial disclosure was sufficient. As a result, the application for leave to appeal was dismissed, as there was no reasonable prospect that another court would reach a different conclusion.

Citation
[2015] ZAGPPHC 1155
Parties
Applicant: Shell SA Marketing; Respondent: H L Hall & Sons (Group Services) Ltd; Respondent: Tiekiedraai Eiendomme (Pty) Ltd; Respondent: Registrar of Deeds, Province of Mpumalanga
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
2 November 2015
Case Number
89496/2014
Procedural Posture
Leave to Appeal / Application for Leave to Appeal Following Principal Judgment
Outcome
Application for leave to appeal dismissed with costs.
Judges
Bertelsmann
Legal Topics
Preemptive Rights, Contractual Interpretation, Lease Agreement, Sale of Property
Land and Property Commercial and Corporate Preemptive Rights Contractual Interpretation Lease Agreement Sale of Property

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 2 Authorities cited 1 Party arguments 2
Sign in to unlock

Parties

Shell SA Marketing

Applicant

H L Hall & Sons (Group Services) Ltd

Respondent

Tiekiedraai Eiendomme (Pty) Ltd

Respondent

Registrar of Deeds, Province of Mpumalanga

Respondent

Procedural Posture

Leave to Appeal / Application for Leave to Appeal Following Principal Judgment

Legal Issues

  1. 1 Whether the lessor complied with the pre-emptive clause in the lease agreement by providing adequate notice to the applicant of the proposed sale.
  2. 2 Whether the term 'identical terms and conditions' in clause 21 required full disclosure of all terms of the proposed sale to the applicant.
  3. 3 Whether failure to disclose all terms and conditions constituted non-compliance with the lease agreement.

Ratio Decidendi

The court held that the lessor was contractually obliged to inform the applicant of each and every term and condition of the proposed sale to the third party. The notice provided to the applicant did not contain all the terms and conditions, and thus did not comply with the express requirements of clause 21 of the lease agreement. The court found no ambiguity in the word 'identical' and rejected the respondents' argument that partial disclosure was sufficient. As a result, the application for leave to appeal was dismissed, as there was no reasonable prospect that another court would reach a different conclusion.

Court Disposition

Application for leave to appeal dismissed with costs.

Orders

  • The application for leave to appeal is dismissed with costs.