'Tlam and Others v Tladi and Another (11384/2015) [2016] ZAGPPHC 339 (1 March 2016)

'Tlam and Others v Tladi and Another (11384/2015) [2016] ZAGPPHC 339 (1 March 2016)

The court found that while the breakdown in relations justified consideration of the first respondent's removal, the applicants failed to provide the necessary evidence of fair value for his membership interest as required by section 36 of the Close Corporations Act and established case law. The court emphasized that the protection of the member to be removed depends on the presentation of fair value evidence prior to removal, not after. The applicants' reliance on a post-removal independent valuation was insufficient. Consequently, the application was dismissed for lack of adequate evidence.

Citation
[2016] ZAGPPHC 339
Parties
Applicant: Andre 'Tlam; Applicant: Munganlall Jularr; Applicant: Lucy Anne Tlam; Applicant: LA Cables CC; Respondent: Oupa Lazarus Tladi; Respondent: Registrar of Close Corporations
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
1 March 2016
Case Number
11384/2015
Procedural Posture
Urgent Application / Judgment
Outcome
Application dismissed with costs.
Judges
NP Mali
Legal Topics
Close Corporations Act, Removal of Member, Valuation of Members Interest, Just and Equitable Removal
Commercial and Corporate Close Corporations Act Removal of Member Valuation of Members Interest Just and Equitable Removal

Case Brief

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Parties

Andre 'Tlam

Applicant

Munganlall Jularr

Applicant

Lucy Anne Tlam

Applicant

LA Cables CC

Applicant

Oupa Lazarus Tladi

Respondent

Registrar of Close Corporations

Respondent

Procedural Posture

Urgent Application / Judgment

Legal Issues

  1. 1 Whether the first respondent should cease to be a member of the fourth applicant under section 36(1) of the Close Corporations Act.
  2. 2 Whether sufficient evidence of fair value for the first respondent's membership interest was placed before the court.
  3. 3 Whether the court can order removal and valuation without adequate evidence.

Ratio Decidendi

The court found that while the breakdown in relations justified consideration of the first respondent's removal, the applicants failed to provide the necessary evidence of fair value for his membership interest as required by section 36 of the Close Corporations Act and established case law. The court emphasized that the protection of the member to be removed depends on the presentation of fair value evidence prior to removal, not after. The applicants' reliance on a post-removal independent valuation was insufficient. Consequently, the application was dismissed for lack of adequate evidence.

Court Disposition

Application dismissed with costs.

Orders

  • The application is dismissed with costs.