Traxys Africa Holdings Ltd and Another v Westbrook Resources Ltd (509/2020) [2021] ZASCA 122 (23 September 2021)

Traxys Africa Holdings Ltd and Another v Westbrook Resources Ltd (509/2020) [2021] ZASCA 122 (23 September 2021)

The Supreme Court of Appeal found that the agreements between Westbrook and Metmar were partly oral and partly written. The written agreements dealt with delivery, purchase price, and payment, but were silent on the commissioning obligation. The oral agreements, as established by credible evidence and supported by the probabilities, imposed an obligation on Metmar to commission the jigs in Croatia. The court held that the oral terms supplemented the written agreements and did not contradict or vary them, thus not infringing the parol evidence rule. The trial court's factual findings in favour of Westbrook were upheld, and the separated issues were answered in Westbrook's favour. Metmar's...

Citation
[2021] ZASCA 122
Parties
Appellant: Traxys Africa Holdings Ltd (formerly Metmar Ltd); Appellant: Traxys Africa Holdings (Pty) Ltd (formerly Metmar (Pty) Ltd); Respondent: Westbrook Resources Ltd
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
23 September 2021
Case Number
509/2020
Procedural Posture
Civil Appeal / Supreme Court of Appeal Judgment on Appeal and Cross Appeal
Outcome
Metmar's appeal is dismissed with costs, including the costs of two counsel. Westbrook's cross-appeal is upheld with costs, including the costs of two counsel. The order of the court below is set aside and replaced with declaratory relief in favour of Westbrook on the separated issues.
Judges
Ponnan, Van der Merwe, Mokgohloa, Plasket, Molefe
Legal Topics
Partly Oral Partly Written Contract, Commissioning Obligation, Parol Evidence Rule, Damages for Breach, Separated Issues, Contractual Interpretation
Commercial and Corporate Civil Procedure Partly Oral Partly Written Contract Commissioning Obligation Parol Evidence Rule Damages for Breach Separated Issues Contractual Interpretation

Case Brief

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Parties

Traxys Africa Holdings Ltd (formerly Metmar Ltd)

Appellant

Traxys Africa Holdings (Pty) Ltd (formerly Metmar (Pty) Ltd)

Appellant

Westbrook Resources Ltd

Respondent

Procedural Posture

Civil Appeal / Supreme Court of Appeal Judgment on Appeal and Cross Appeal

Legal Issues

  1. 1 Whether Metmar was obliged to commission the equipment sold to Westbrook in Croatia as alleged in the particulars of claim.
  2. 2 Whether Westbrook and/or De Beer were required to attend to commissioning at their own cost and risk, without assistance from Metmar, as alleged in the plea.
  3. 3 Whether the oral parts of the agreements offended the parol evidence rule.

Ratio Decidendi

The Supreme Court of Appeal found that the agreements between Westbrook and Metmar were partly oral and partly written. The written agreements dealt with delivery, purchase price, and payment, but were silent on the commissioning obligation. The oral agreements, as established by credible evidence and supported by the probabilities, imposed an obligation on Metmar to commission the jigs in Croatia. The court held that the oral terms supplemented the written agreements and did not contradict or vary them, thus not infringing the parol evidence rule. The trial court's factual findings in favour of Westbrook were upheld, and the separated issues were answered in Westbrook's favour. Metmar's...

Court Disposition

Metmar's appeal is dismissed with costs, including the costs of two counsel. Westbrook's cross-appeal is upheld with costs, including the costs of two counsel. The order of the court below is set aside and replaced with declaratory relief in favour of Westbrook on the separated issues.

Orders

  • The appellant’s appeal is dismissed with costs, including the costs of two counsel.
  • The respondent’s cross-appeal is upheld with costs, including the costs of two counsel.