Ward and Another v Suit and Others In Re: Gurr v Zambia Airways Corporation Ltd. (51/96) [1998] ZASCA 16; [1998] 2 All SA 479 (A) (23 March 1998)

Ward and Another v Suit and Others In Re: Gurr v Zambia Airways Corporation Ltd. (51/96) [1998] ZASCA 16; [1998] 2 All SA 479 (A) (23 March 1998)

The Supreme Court of Appeal held that section 344(g) of the Companies Act confers jurisdiction on South African courts to grant a winding-up order for an external company, even if it is already being wound up in its country of incorporation. The appellants failed to intervene timeously, did not oppose the granting of the final winding-up order, and did not provide a satisfactory explanation for their delay. The court found no exceptional circumstances justifying the setting aside of the winding-up order under section 354(1). The limited recognition granted to the appellants as foreign liquidators did not affect the powers of the locally appointed liquidator. The appeal was dismissed, and...

Citation
[1998] ZASCA 16
Parties
Appellant: John Stanley Ward; Appellant: Nicholas Charles Allen; Respondent: Gordon Suit; Respondent: Robert Edwin Gurr; Respondent: The Master of the Supreme Court (Transvaal Provincial Division); Respondent: Zambia Airways Corporation Limited
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
23 March 1998
Case Number
51/96
Procedural Posture
Civil Appeal / Appeal From the Witwatersrand Local Division
Outcome
Appeal dismissed with costs, including costs of two counsel.
Judges
Mahomed, Eksteen, Scott, Zulman, Stretcher
Legal Topics
External Company Liquidation, Recognition of Foreign Liquidators, Concursus Creditorum, Winding Up Orders, Jurisdiction of Sa Courts
Commercial and Corporate Civil Procedure External Company Liquidation Recognition of Foreign Liquidators Concursus Creditorum Winding Up Orders Jurisdiction of Sa Courts

Case Brief

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 3 Authorities cited 14 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

John Stanley Ward

Appellant

Nicholas Charles Allen

Appellant

Gordon Suit

Respondent

Robert Edwin Gurr

Respondent

The Master of the Supreme Court (Transvaal Provincial Division)

Respondent

Zambia Airways Corporation Limited

Respondent

Procedural Posture

Civil Appeal / Appeal From the Witwatersrand Local Division

Legal Issues

  1. 1 Whether a South African court has jurisdiction to grant a winding-up order for an external company already in voluntary liquidation in its country of incorporation.
  2. 2 Whether the appellants, as foreign liquidators, should be recognised and empowered to administer the South African estate of the company.
  3. 3 Whether the final winding-up order granted in South Africa should be set aside under section 354(1) of the Companies Act.

Ratio Decidendi

The Supreme Court of Appeal held that section 344(g) of the Companies Act confers jurisdiction on South African courts to grant a winding-up order for an external company, even if it is already being wound up in its country of incorporation. The appellants failed to intervene timeously, did not oppose the granting of the final winding-up order, and did not provide a satisfactory explanation for their delay. The court found no exceptional circumstances justifying the setting aside of the winding-up order under section 354(1). The limited recognition granted to the appellants as foreign liquidators did not affect the powers of the locally appointed liquidator. The appeal was dismissed, and...

Court Disposition

Appeal dismissed with costs, including costs of two counsel.

Orders

  • The appeal is dismissed with costs, including the costs occasioned by the employment of two counsel.