Stupel & Berman Incorporated v Rodel Financial Services (Pty) Ltd (1075/2013) [2015] ZASCA 1; 2015 (3) SA 36 (SCA); [2015] 3 All SA 150 (SCA) (27 February 2015)

Stupel & Berman Incorporated v Rodel Financial Services (Pty) Ltd (1075/2013) [2015] ZASCA 1; 2015 (3) SA 36 (SCA); [2015] 3 All SA 150 (SCA) (27 February 2015)

The Supreme Court of Appeal held that the respondent was not an adjectus solutionis causa and that the undertaking by the appellant was given in its capacity as agent for the seller, Amber Falcon. The appellant's mandate to pay the sale proceeds to the respondent could be revoked by the principal, and the description of the instructions as 'irrevocable' did not alter this legal position. The undertaking was not a personal obligation of the appellant but was contingent on the continuing mandate from the seller. Upon cancellation of the discounting agreements and explicit instructions from Amber Falcon to withdraw the undertaking, the appellant was legally obliged to comply. The...

Citation
[2015] ZASCA 1
Parties
Appellant: Stupel & Berman Incorporated; Respondent: Rodel Financial Services (Pty) Ltd
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
27 February 2015
Case Number
1075/2013
Procedural Posture
Civil Appeal / Appeal From South Gauteng High Court, Johannesburg
Outcome
Appeal upheld; respondent's claim against the appellant dismissed with costs, including costs of two counsel.
Judges
Brand, Mhlantla, Willis, Fourie, Gorven
Legal Topics
Agency Law, Mandate Revocation, Undertaking by Conveyancer, Cession of Proceeds, Tripartite Agreement, Specific Performance
Commercial and Corporate Civil Procedure Agency Law Mandate Revocation Undertaking by Conveyancer Cession of Proceeds Tripartite Agreement Specific Performance

Case Brief

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Parties

Stupel & Berman Incorporated

Appellant

Rodel Financial Services (Pty) Ltd

Respondent

Procedural Posture

Civil Appeal / Appeal From South Gauteng High Court, Johannesburg

Legal Issues

  1. 1 Whether the appellant, as conveyancer, was legally entitled or obliged to withdraw its undertaking to pay sale proceeds to the respondent upon instructions from the seller.
  2. 2 Whether the respondent was an adjectus solutionis causa and thus entitled to enforce payment despite revocation of instructions.
  3. 3 Whether the cession of net proceeds in favour of the respondent was valid and enforceable.

Ratio Decidendi

The Supreme Court of Appeal held that the respondent was not an adjectus solutionis causa and that the undertaking by the appellant was given in its capacity as agent for the seller, Amber Falcon. The appellant's mandate to pay the sale proceeds to the respondent could be revoked by the principal, and the description of the instructions as 'irrevocable' did not alter this legal position. The undertaking was not a personal obligation of the appellant but was contingent on the continuing mandate from the seller. Upon cancellation of the discounting agreements and explicit instructions from Amber Falcon to withdraw the undertaking, the appellant was legally obliged to comply. The...

Court Disposition

Appeal upheld; respondent's claim against the appellant dismissed with costs, including costs of two counsel.

Orders

  • The appeal is upheld with costs including the costs of two counsel.
  • Paragraphs (a) and (b) of the order of the high court are set aside and replaced with: 'The plaintiff’s claim against the first defendant is dismissed with costs, including the costs consequent upon the employment of two counsel wherever applicable.'