Troye Villa (Edms) Bpk and Others v Klub Lekkerrus/Libertas and Others (11748/2007) [2009] ZAGPPHC 158 (3 November 2009)

Troye Villa (Edms) Bpk and Others v Klub Lekkerrus/Libertas and Others (11748/2007) [2009] ZAGPPHC 158 (3 November 2009)

The court found that the purchase agreements for shares in the Second and Third Plaintiffs terminated either in 1991, when the original clubs dissolved and no lawful written delegation occurred, or in 1995, when the sixty-month period expired without written extension. The First Defendant was never lawfully substituted as a party to the agreements and failed to pay the minimum purchase price. Consequently, the deceased estate of P H J van Tonder is entitled to possession and registration of all issued shares in the Second and Third Plaintiffs. The court further held that the First Defendant is liable to pay outstanding accommodation fees to the deceased estate, as these were never paid...

Citation
[2009] ZAGPPHC 158
Parties
Plaintiff: Troye Villa (Edms) Bpk; Plaintiff: Lekkerrus Warmwater Bron (Edms) Bpk; Plaintiff: Libertas Minerale Bron (Edms) Bpk; Plaintiff: Wernico (Edms) Bpk; Plaintiff: Lekkerrus Bestuursonderneming BK; Plaintiff: Johanna Jacoba van Tonder; Plaintiff: Herman Daniel Woite; Defendant: Klub Lekkerrus/Libertas; Defendant: Die Staatspresident van die Republiek van Suid-Afrika; Defendant: Die Suid-Afrikaanse Menseregte Kommissie; Defendant: Meester van die Hooggeregshof
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
3 November 2009
Case Number
11748/2007
Procedural Posture
Civil Trial / Final Judgment After Trial
Outcome
Plaintiffs' claims succeed; First Defendant's counter-claims dismissed with costs.
Judges
E M Makgoba
Legal Topics
Rectification of Share Register, Purchase and Sale of Shares, Lease Termination, Acquisitive Prescription, Restitution, Counter Claims
Commercial and Corporate Land and Property Civil Procedure Rectification of Share Register Purchase and Sale of Shares Lease Termination Acquisitive Prescription Restitution +1 more

Case Brief

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Parties

Troye Villa (Edms) Bpk

Plaintiff

Lekkerrus Warmwater Bron (Edms) Bpk

Plaintiff

Libertas Minerale Bron (Edms) Bpk

Plaintiff

Wernico (Edms) Bpk

Plaintiff

Lekkerrus Bestuursonderneming BK

Plaintiff

Johanna Jacoba van Tonder

Plaintiff

Herman Daniel Woite

Plaintiff

Klub Lekkerrus/Libertas

Defendant

Die Staatspresident van die Republiek van Suid-Afrika

Defendant

Die Suid-Afrikaanse Menseregte Kommissie

Defendant

Meester van die Hooggeregshof

Defendant

Procedural Posture

Civil Trial / Final Judgment After Trial

Legal Issues

  1. 1 Whether the First Defendant lawfully acquired ownership of shares in the Second and Third Plaintiffs.
  2. 2 Whether the purchase agreements for shares terminated in 1991 or 1995 due to non-compliance with non-variation clauses.
  3. 3 Whether the deceased estate of P H J van Tonder is entitled to possession and registration of all issued shares in Second and Third Plaintiffs.

Ratio Decidendi

The court found that the purchase agreements for shares in the Second and Third Plaintiffs terminated either in 1991, when the original clubs dissolved and no lawful written delegation occurred, or in 1995, when the sixty-month period expired without written extension. The First Defendant was never lawfully substituted as a party to the agreements and failed to pay the minimum purchase price. Consequently, the deceased estate of P H J van Tonder is entitled to possession and registration of all issued shares in the Second and Third Plaintiffs. The court further held that the First Defendant is liable to pay outstanding accommodation fees to the deceased estate, as these were never paid...

Court Disposition

Plaintiffs' claims succeed; First Defendant's counter-claims dismissed with costs.

Orders

  • Declaratory order that the deceased estate of the late P H J van Tonder is entitled to possession and registration of all issued shares in Second and Third Plaintiffs, and rectification of share registers accordingly.
  • Any transfer or rectification of shares in Second and Third Plaintiffs to the deceased estate shall not be effected before payment of R3 198 688.80 by the deceased estate to the First Defendant.