Steenkamp NO and Others v Mashava and Others (36141/2019) [2020] ZAGPJHC 227 (12 August 2020)

Steenkamp NO and Others v Mashava and Others (36141/2019) [2020] ZAGPJHC 227 (12 August 2020)

The court held that the plaintiffs' amended particulars of claim do not sustain an action for declaring the oral share sale agreement void for vagueness. The pleadings themselves allege that the auditors determined the fair market value, and absent a challenge to that determination, the purchase price is certain. The failure to agree on parameters for the auditor's determination does not, on the current pleadings, render the agreement void. The document annexed as 'POC3', while deficient, is not meaningless and may be interpreted at trial. The first exception is upheld and relevant portions of the claim are struck out, but the second exception is dismissed as the document is not incapable...

Citation
[2020] ZAGPJHC 227
Parties
Plaintiff: Alwyn Johannes Petrus Steenkamp N.O.; Plaintiff: Alwyn Steenkamp N.O.; Plaintiff: Magdalena Johanna Elizabeth Dick N.O.; Plaintiff: Lynette Steenkamp N.O.; Defendant: Lyborn Mashava; Defendant: Bennie Keevy N.O.; Defendant: Mmapula Johannah Mosikari N.O.; Defendant: Akata Integrated Mining Solutions (Pty) Ltd
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
12 August 2020
Case Number
36141/2019
Procedural Posture
Civil Procedure / Exception to Amended Particulars of Claim
Outcome
The first exception is upheld with costs; relevant portions of the amended particulars of claim are struck out. Plaintiffs are granted leave to amend within twenty days. The second exception is dismissed with costs.
Judges
Gilbert
Legal Topics
Share Sale Agreement, Void for Vagueness, Third Party Determination, Repudiation, Oral Contract, Pleading Requirements
Commercial and Corporate Share Sale Agreement Void for Vagueness Third Party Determination Repudiation Oral Contract Pleading Requirements

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Parties

Alwyn Johannes Petrus Steenkamp N.O.

Plaintiff

Alwyn Steenkamp N.O.

Plaintiff

Magdalena Johanna Elizabeth Dick N.O.

Plaintiff

Lynette Steenkamp N.O.

Plaintiff

Lyborn Mashava

Defendant

Bennie Keevy N.O.

Defendant

Mmapula Johannah Mosikari N.O.

Defendant

Akata Integrated Mining Solutions (Pty) Ltd

Defendant

Procedural Posture

Civil Procedure / Exception to Amended Particulars of Claim

Legal Issues

  1. 1 Whether the oral share sale agreement is void for vagueness due to lack of agreement on parameters for determining fair market value.
  2. 2 Whether the plaintiffs' particulars of claim disclose a cause of action for the return of shares based on alleged vagueness.
  3. 3 Whether the document annexed as 'POC3' constitutes a valid determination of fair market value by auditors.

Ratio Decidendi

The court held that the plaintiffs' amended particulars of claim do not sustain an action for declaring the oral share sale agreement void for vagueness. The pleadings themselves allege that the auditors determined the fair market value, and absent a challenge to that determination, the purchase price is certain. The failure to agree on parameters for the auditor's determination does not, on the current pleadings, render the agreement void. The document annexed as 'POC3', while deficient, is not meaningless and may be interpreted at trial. The first exception is upheld and relevant portions of the claim are struck out, but the second exception is dismissed as the document is not incapable...

Court Disposition

The first exception is upheld with costs; relevant portions of the amended particulars of claim are struck out. Plaintiffs are granted leave to amend within twenty days. The second exception is dismissed with costs.

Orders

  • The first defendant's first exception is upheld, with costs, such costs to be paid jointly and severally by each of the Klein Gescheft Trust and the Frieheit Trust as represented by the plaintiffs.
  • Paragraphs 25 and 26, and the relevant part of prayer (i) in claim 1, are struck out from the plaintiffs' amended particulars of claim.