Superkolong (Pty) Ltd v Gemcore (Pty) Ltd (1451/2010) [2016] ZANCHC 55 (29 July 2016)

Superkolong (Pty) Ltd v Gemcore (Pty) Ltd (1451/2010) [2016] ZANCHC 55 (29 July 2016)

The appeal succeeded because the October 2008 Memorandum of Understanding contained a 'no claim' clause that precluded any claims, including those based on unjust enrichment, in the event that its suspensive conditions were not fulfilled. The respondent made payments to the appellant in the mistaken belief that the October 2008 MOU was binding, but the contract expressly excluded any claims if the conditions precedent were not met. Furthermore, the payments made by the respondent were not sine causa, as they were made in fulfilment of obligations arising from the August 2008 MOU between Gemrock and Kimcor, to which the appellant was a subsidiary and the respondent was aware of the...

Citation
[2016] ZANCHC 55
Parties
Appellant: Superkolong (Pty) Ltd; Respondent: Gemcore (Pty) Ltd
Court
Northern Cape High Court, Kimberley
Jurisdiction
South Africa
Judgment Date
29 July 2016
Case Number
1451/2010
Procedural Posture
Civil Appeal / Appeal From Judgment of Pakati J to Full Bench
Outcome
Appeal upheld; respondent's claims dismissed with costs.
Judges
Kgomo, Williams, Erasmus
Legal Topics
Memorandum of Understanding, Unjust Enrichment, Suspensive Condition, Rectification of Contract, No Claim Clause
Commercial and Corporate Civil Procedure Memorandum of Understanding Unjust Enrichment Suspensive Condition Rectification of Contract No Claim Clause

Case Brief

Summary, issues, holding and outcome

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Parties

Superkolong (Pty) Ltd

Appellant

Gemcore (Pty) Ltd

Respondent

Procedural Posture

Civil Appeal / Appeal From Judgment of Pakati J to Full Bench

Legal Issues

  1. 1 Whether the respondent was entitled to succeed on claims based on unjust enrichment.
  2. 2 Whether the 'no claim' clause in the October 2008 MOU precluded any claim by the respondent, including enrichment claims.
  3. 3 Whether payments made by the respondent to the appellant were made sine causa and resulted in unjust enrichment.

Ratio Decidendi

The appeal succeeded because the October 2008 Memorandum of Understanding contained a 'no claim' clause that precluded any claims, including those based on unjust enrichment, in the event that its suspensive conditions were not fulfilled. The respondent made payments to the appellant in the mistaken belief that the October 2008 MOU was binding, but the contract expressly excluded any claims if the conditions precedent were not met. Furthermore, the payments made by the respondent were not sine causa, as they were made in fulfilment of obligations arising from the August 2008 MOU between Gemrock and Kimcor, to which the appellant was a subsidiary and the respondent was aware of the...

Court Disposition

Appeal upheld; respondent's claims dismissed with costs.

Orders

  • The appeal is upheld with costs.
  • The order of the court a quo is set aside and substituted with: 'The plaintiff's claims are dismissed with costs.'