Steyn and Another v Venter and Others (096/2024) [2025] ZASCA 59 (14 May 2025)

Steyn and Another v Venter and Others (096/2024) [2025] ZASCA 59 (14 May 2025)

The Supreme Court of Appeal held that section 13(1)(e) of the Prescription Act applies to close corporations. The court reasoned that although the Close Corporations Act does not use the term 'governing body', section 46 outlines that members collectively manage and control the corporation, thereby constituting its governing body for the purposes of prescription. The court rejected the appellants' argument that the section applies only to companies, finding that the statutory language refers to all juristic persons. The court further held that the purpose of section 13 is to protect the corporation and its members from unfairness and to recognise the trust relationship inherent in such...

Citation
[2025] ZASCA 59
Parties
Appellant: Ockert Jacobus Steyn; Appellant: Lieze Van Der Merwe; Respondent: Wernich Venter; Respondent: Hartzer & Steyn Beleggings CC; Respondent: The Minister of Mineral and Energy Resources
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
14 May 2025
Case Number
096/2024
Procedural Posture
Civil Appeal / Appeal From North West Division of the High Court, Mahikeng
Outcome
Appeal dismissed with costs, payable jointly and severally by the appellants.
Judges
Zondi, Weiner, Kathree-Setiloane, Keightley, Coppin
Legal Topics
Prescription Act, Close Corporations Act, Governing Body Definition, Fiduciary Duties, Internal Management, Delayed Prescription
Civil Procedure Commercial and Corporate Prescription Act Close Corporations Act Governing Body Definition Fiduciary Duties Internal Management Delayed Prescription

Case Brief

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Parties

Ockert Jacobus Steyn

Appellant

Lieze Van Der Merwe

Appellant

Wernich Venter

Respondent

Hartzer & Steyn Beleggings CC

Respondent

The Minister of Mineral and Energy Resources

Respondent

Procedural Posture

Civil Appeal / Appeal From North West Division of the High Court, Mahikeng

Legal Issues

  1. 1 Whether section 13(1)(e) of the Prescription Act applies to close corporations and delays prescription where the debtor is a member of the governing body.
  2. 2 Whether the members of a close corporation collectively constitute its governing body for the purposes of section 13 of the Prescription Act.
  3. 3 Whether the claims instituted by the respondents against the appellants have prescribed under section 10(1) read with section 11(d) of the Prescription Act.

Ratio Decidendi

The Supreme Court of Appeal held that section 13(1)(e) of the Prescription Act applies to close corporations. The court reasoned that although the Close Corporations Act does not use the term 'governing body', section 46 outlines that members collectively manage and control the corporation, thereby constituting its governing body for the purposes of prescription. The court rejected the appellants' argument that the section applies only to companies, finding that the statutory language refers to all juristic persons. The court further held that the purpose of section 13 is to protect the corporation and its members from unfairness and to recognise the trust relationship inherent in such...

Court Disposition

Appeal dismissed with costs, payable jointly and severally by the appellants.

Orders

  • The appeal is dismissed.
  • Costs are to be paid by the appellants jointly and severally, the one paying the other to be absolved.