Steyl v Smit en Anders (3601/2011) [2012] ZAFSHC 53 (22 March 2012)

Steyl v Smit en Anders (3601/2011) [2012] ZAFSHC 53 (22 March 2012)

The court found that there was a material dispute of fact regarding the alleged agreement to purchase the applicant's shares for R1 million, and on the respondents' version, no such agreement existed. Therefore, the applicant could not succeed on her claim for a specific purchase price. However, the court held that the value of the applicant's shares as at December 2009 should be determined by an independent auditor appointed by the Free State Council of Auditors, in accordance with the shareholders' agreement. The auditor must consider whether any conduct by the applicant or the first respondent, such as unauthorised loans or expenses, affected the share value. The costs of the auditor...

Citation
[2012] ZAFSHC 53
Parties
Applicant: Susanne Elizabeth Steyl; Respondent: Francis Edwin Smit; Respondent: Helani Smit; Respondent: Cosmotheka SA (Pty) Ltd; Respondent: Stuartmill BK; Respondent: Bertha Smit N.O.
Court
Free State High Court, Bloemfontein
Jurisdiction
South Africa
Judgment Date
22 March 2012
Case Number
3601/2011
Procedural Posture
Urgent Application / Final Determination of Application for Declaratory Relief and Share Valuation Orders.
Outcome
Application granted in part: share valuation ordered by independent auditor; claim for purchase at R1 million dismissed.
Judges
Kruger, R
Legal Topics
Oppressive Conduct, Share Valuation, Companies Act 2008, Declaratory Relief, Interdict
Commercial and Corporate Oppressive Conduct Share Valuation Companies Act 2008 Declaratory Relief Interdict

Case Brief

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Parties

Susanne Elizabeth Steyl

Applicant

Francis Edwin Smit

Respondent

Helani Smit

Respondent

Cosmotheka SA (Pty) Ltd

Respondent

Stuartmill BK

Respondent

Bertha Smit N.O.

Respondent

Procedural Posture

Urgent Application / Final Determination of Application for Declaratory Relief and Share Valuation Orders.

Legal Issues

  1. 1 Whether the conduct of the respondents in the third respondent company constituted oppressive or prejudicial conduct under section 163(1)(a) of the Companies Act 71 of 2008.
  2. 2 Whether the applicant is entitled to a declaratory order and interdict against the respondents.
  3. 3 Whether there was an enforceable agreement for the purchase of the applicant's shares at R1 million.

Ratio Decidendi

The court found that there was a material dispute of fact regarding the alleged agreement to purchase the applicant's shares for R1 million, and on the respondents' version, no such agreement existed. Therefore, the applicant could not succeed on her claim for a specific purchase price. However, the court held that the value of the applicant's shares as at December 2009 should be determined by an independent auditor appointed by the Free State Council of Auditors, in accordance with the shareholders' agreement. The auditor must consider whether any conduct by the applicant or the first respondent, such as unauthorised loans or expenses, affected the share value. The costs of the auditor...

Court Disposition

Application granted in part: share valuation ordered by independent auditor; claim for purchase at R1 million dismissed.

Orders

  • The value of the applicant's shares in the third respondent as at December 2009 must be determined by an independent auditor appointed by the Free State Council of Auditors.
  • The auditor must deliver the valuation to the parties' attorneys within 30 days of appointment or as soon as practicable, with notice of any extension.