Twenty Third Century Systems (Pty) Ltd and Another v SAP African Region (Pty) Ltd (2020/40953) [2022] ZAGPJHC 333 (16 May 2022)

Twenty Third Century Systems (Pty) Ltd and Another v SAP African Region (Pty) Ltd (2020/40953) [2022] ZAGPJHC 333 (16 May 2022)

The court held that the exclusion of liability and time bar clauses in the agreement between TTCS and SAP survive termination, even where the contract was repudiated by SAP. The court found these clauses to be analogous to arbitration clauses, which are intended to operate in the event of a dispute, including after...

Source-derived case information.

Citation
[2022] ZAGPJHC 333
Parties
Plaintiff: Twenty-Third Century Systems (Pty) Ltd; Plaintiff: Twenty-Third Century Systems Global (Pty) Ltd; Defendant: SAP African Region (Pty) Ltd
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
16 May 2022
Case Number
2020/40953
Procedural Posture
Civil Trial / Separated Issue on Special Pleas (time Bar and Exclusion of Liability)
Outcome
Special pleas upheld; claim dismissed.
Judges
N Manoim
Legal Topics
Contract Termination, Exclusion of Liability, Time Bar Clauses, Approbate and Reprobate, Survival of Contract Terms
Commercial and Corporate Civil Procedure Contract Termination Exclusion of Liability Time Bar Clauses Approbate and Reprobate Survival of Contract Terms

Source-derived case record

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 9 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Parties

Twenty-Third Century Systems (Pty) Ltd

Plaintiff

Twenty-Third Century Systems Global (Pty) Ltd

Plaintiff

SAP African Region (Pty) Ltd

Defendant

Procedural Posture

Civil Trial / Separated Issue on Special Pleas (time Bar and Exclusion of Liability)

Legal Issues

  1. 1 Whether a party who has repudiated a contract can rely on certain contractual provisions against the other party which accepted the repudiation.
  2. 2 Whether the exclusion of liability and time bar clauses survive termination of the contract due to repudiation.
  3. 3 Whether public interest or constitutional grounds preclude the survival of these clauses.

Ratio Decidendi

The court held that the exclusion of liability and time bar clauses in the agreement between TTCS and SAP survive termination, even where the contract was repudiated by SAP. The court found these clauses to be analogous to arbitration clauses, which are intended to operate in the event of a dispute, including after termination. The agreement expressly provided for the survival of these clauses, and they were reciprocal in nature, applying to both parties. The court rejected the plaintiffs' argument based on the doctrine of approbate and reprobate, distinguishing the present clauses from notice clauses that benefit only the repudiating party. The court also found that the plaintiffs had...

Court Disposition

Special pleas upheld; claim dismissed.

Orders

  • The special pleas are upheld.
  • The plaintiffs’ claim is dismissed.