Shoprite Checkers (PTY) Ltd v Bumpers Schwarmas cc and Others (C) [2002] ZAWCHC 3; [2002] 2 All SA 588 (C); 2002 (6) SA 202 (C) (8 February 2002)

Shoprite Checkers (PTY) Ltd v Bumpers Schwarmas cc and Others (C) [2002] ZAWCHC 3; [2002] 2 All SA 588 (C); 2002 (6) SA 202 (C) (8 February 2002)

The court found that the probabilities and the conduct of the parties supported defendants' version that plaintiff undertook to secure a lease agreement for the premises as part of the sale of the business. The evidence showed consistent efforts by defendants to obtain the lease from plaintiff, and plaintiff's own executives were actively involved in negotiations and correspondence regarding the lease. The omission of the lease condition from the written agreement was a mistake, and rectification was justified to reflect the true consensus. The court rejected plaintiff's argument that its policy precluded such an obligation, finding that the commercial reality and the parties' conduct...

Citation
[2002] ZAWCHC 3
Parties
Plaintiff: Shoprite Checkers (PTY) Ltd.; Defendant: Bumpers Schwarmas CC; Defendant: Rudolf Jakobus Klopper; Defendant: Madelein Johanna Klopper
Court
Western Cape High Court, Cape Town
Jurisdiction
South Africa
Judgment Date
8 February 2002
Case Number
393/2000
Procedural Posture
Civil Trial / Rectification Claim and Counterclaim Adjudicated First Under Rule 33(4); Remaining Disputes Stood Over.
Outcome
Defendants' claim for rectification is granted. The written agreement is rectified to include the lease condition as set out in the order. Plaintiff is ordered to pay defendants' costs.
Judges
Davis
Legal Topics
Rectification of Contract, Lease Agreement, Franchise Agreement, Good Faith in Contract, Parol Evidence Rule
Commercial and Corporate Land and Property Rectification of Contract Lease Agreement Franchise Agreement Good Faith in Contract Parol Evidence Rule

Case Brief

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Parties

Shoprite Checkers (PTY) Ltd.

Plaintiff

Bumpers Schwarmas CC

Defendant

Rudolf Jakobus Klopper

Defendant

Madelein Johanna Klopper

Defendant

Procedural Posture

Civil Trial / Rectification Claim and Counterclaim Adjudicated First Under Rule 33(4); Remaining Disputes Stood Over.

Legal Issues

  1. 1 Whether the written sale agreement should be rectified to reflect an alleged oral condition obliging plaintiff to secure a lease for the premises on specified terms.
  2. 2 Whether plaintiff undertook to negotiate and secure a lease agreement for first defendant as part of the sale of the business.
  3. 3 Whether the omission of the lease condition from the written agreement was a mistake justifying rectification.

Ratio Decidendi

The court found that the probabilities and the conduct of the parties supported defendants' version that plaintiff undertook to secure a lease agreement for the premises as part of the sale of the business. The evidence showed consistent efforts by defendants to obtain the lease from plaintiff, and plaintiff's own executives were actively involved in negotiations and correspondence regarding the lease. The omission of the lease condition from the written agreement was a mistake, and rectification was justified to reflect the true consensus. The court rejected plaintiff's argument that its policy precluded such an obligation, finding that the commercial reality and the parties' conduct...

Court Disposition

Defendants' claim for rectification is granted. The written agreement is rectified to include the lease condition as set out in the order. Plaintiff is ordered to pay defendants' costs.

Orders

  • The written agreement in Annexure A to defendants' counterclaim is rectified to include the condition that plaintiff undertakes to secure a lease for the premises at 143 Kusweg, Strand, on the same terms as the Palmer lease dated 15 July 1996, for a five-year period from 1 October 1998, with an option to renew for a...
  • Plaintiff is ordered to pay defendants' costs.