Stellenbosch Farmers' Winery Group Ltd. and Another v Martell & Cie SA and Others (427/01) [2002] ZASCA 98; 2003 (1) SA 11 (SCA) (6 September 2002)

Stellenbosch Farmers' Winery Group Ltd. and Another v Martell & Cie SA and Others (427/01) [2002] ZASCA 98; 2003 (1) SA 11 (SCA) (6 September 2002)

The Supreme Court of Appeal found that the probabilities, documentary evidence, and conduct of the parties supported SFW's version that the agreed sales volume target for the 1997/98 fiscal year was 5317000 litres, not 5366000 litres as contended by Seagrams. The letter of confirmation sent by Msiza on 29 April 1997, shortly after the meeting, was accepted as reliable evidence of the agreement, and Seagrams' failure to respond appropriately undermined their case. The court held that Seagrams did not discharge the onus of proof required to obtain a declaratory order. The appeal was upheld, and the order of the court a quo was set aside and replaced with a dismissal of the plaintiffs' claim...

Citation
[2002] ZASCA 98
Parties
Appellant: Stellenbosch Farmers' Winery Group Limited; Appellant: Stellenbosch Farmers' Winery Limited; Respondent: Martell & Cie SA; Respondent: Martell et Cie (SA) (Pty) Ltd; Respondent: Seagram Africa (Pty) Ltd; Respondent: Joseph E Seagram & Sons Inc
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
6 September 2002
Case Number
427/01
Procedural Posture
Civil Appeal / Appeal From Cape High Court; Leave to Appeal Refused by Court a Quo, Granted by Supreme Court of Appeal
Outcome
Appeal upheld; order of court a quo set aside; plaintiffs' claim dismissed with costs, including costs of two counsel.
Judges
Nienaber, Farlam, Brand, Heher, Lewis
Legal Topics
Oral Agreement, Contractual Interpretation, Burden of Proof, Probabilities Analysis, Franchise Agreement, Specific Performance
Commercial and Corporate Oral Agreement Contractual Interpretation Burden of Proof Probabilities Analysis Franchise Agreement Specific Performance

Case Brief

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Parties

Stellenbosch Farmers' Winery Group Limited

Appellant

Stellenbosch Farmers' Winery Limited

Appellant

Martell & Cie SA

Respondent

Martell et Cie (SA) (Pty) Ltd

Respondent

Seagram Africa (Pty) Ltd

Respondent

Joseph E Seagram & Sons Inc

Respondent

Procedural Posture

Civil Appeal / Appeal From Cape High Court; Leave to Appeal Refused by Court a Quo, Granted by Supreme Court of Appeal

Legal Issues

  1. 1 What was the actual sales volume target orally agreed upon by the parties on 17 April 1997: 5317000 or 5366000 litres?
  2. 2 Did the plaintiffs discharge the onus of proving their version of the oral agreement?
  3. 3 What is the correct approach to resolving disputes of fact regarding oral agreements in commercial matters?

Ratio Decidendi

The Supreme Court of Appeal found that the probabilities, documentary evidence, and conduct of the parties supported SFW's version that the agreed sales volume target for the 1997/98 fiscal year was 5317000 litres, not 5366000 litres as contended by Seagrams. The letter of confirmation sent by Msiza on 29 April 1997, shortly after the meeting, was accepted as reliable evidence of the agreement, and Seagrams' failure to respond appropriately undermined their case. The court held that Seagrams did not discharge the onus of proof required to obtain a declaratory order. The appeal was upheld, and the order of the court a quo was set aside and replaced with a dismissal of the plaintiffs' claim...

Court Disposition

Appeal upheld; order of court a quo set aside; plaintiffs' claim dismissed with costs, including costs of two counsel.

Orders

  • The appeal succeeds with costs, including the costs of two counsel relating to the application for leave to appeal before the court a quo and before this Court.
  • The order of the court a quo is substituted with: 'The Plaintiffs' claim is dismissed with costs, including the costs of two counsel.'