Twenty Seven Bellevue CC v Hilcove (494/92) [1994] ZASCA 30; 1994 (3) SA 108 (AD); [1994] 2 All SA 293 (A) (24 March 1994)

Twenty Seven Bellevue CC v Hilcove (494/92) [1994] ZASCA 30; 1994 (3) SA 108 (AD); [1994] 2 All SA 293 (A) (24 March 1994)

The Supreme Court of Appeal found that the agreement of sale, when interpreted in context and with reference to subsequent conduct, binds Hilcove personally as purchaser. The phrase '(as trustee for a company or Close Corporation to be formed)' was held to be unintended surplusage, and its excision renders the contract coherent and logical. The court held that the contract's terms, including references to the purchaser's occupation, obligations, and domicilium, are only sensible if Hilcove is regarded as the personal purchaser. The subsequent conduct, including the written consent and power of attorney signed by Hilcove in his personal capacity, further confirms this interpretation. The...

Citation
[1994] ZASCA 30
Parties
Appellant: Twenty Seven Bellevue CC; Respondent: Stuart John Hilcove
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
24 March 1994
Case Number
494/92
Procedural Posture
Civil Appeal / Appeal From Order of Natal Provincial Division
Outcome
Appeal allowed with costs, including costs of two counsel. The order of the court below is replaced with a declaration of personal liability against the respondent.
Judges
Joubert, Smalberger, Eksteen, Van den Heever, Mahomed
Legal Topics
Personal Liability of Trustee, Agreement of Sale, Rectification of Contract, Interpretation of Contract
Commercial and Corporate Land and Property Personal Liability of Trustee Agreement of Sale Rectification of Contract Interpretation of Contract

Case Brief

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Parties

Twenty Seven Bellevue CC

Appellant

Stuart John Hilcove

Respondent

Procedural Posture

Civil Appeal / Appeal From Order of Natal Provincial Division

Legal Issues

  1. 1 Whether the respondent is personally liable as purchaser under the agreement of sale.
  2. 2 Whether the contract is ambiguous regarding the purchaser's capacity.
  3. 3 Whether extraneous evidence of subsequent conduct is admissible to interpret the contract.

Ratio Decidendi

The Supreme Court of Appeal found that the agreement of sale, when interpreted in context and with reference to subsequent conduct, binds Hilcove personally as purchaser. The phrase '(as trustee for a company or Close Corporation to be formed)' was held to be unintended surplusage, and its excision renders the contract coherent and logical. The court held that the contract's terms, including references to the purchaser's occupation, obligations, and domicilium, are only sensible if Hilcove is regarded as the personal purchaser. The subsequent conduct, including the written consent and power of attorney signed by Hilcove in his personal capacity, further confirms this interpretation. The...

Court Disposition

Appeal allowed with costs, including costs of two counsel. The order of the court below is replaced with a declaration of personal liability against the respondent.

Orders

  • It is declared that the respondent, John Stuart Hilcove, is liable personally as purchaser in terms of the agreement of sale of the property described as the Farm Bellevue No 14681 situate in the County of Pietermaritzburg, Administrative District of Natal, in extent 379,7061 hectares, of which the applicant is the...
  • Respondent is to pay the costs of the application, including the costs of two counsel.