Women in Capital Growth (Pty) Ltd and Another v Scott and Others (1193/2019) [2020] ZASCA 95 (20 August 2020)

Women in Capital Growth (Pty) Ltd and Another v Scott and Others (1193/2019) [2020] ZASCA 95 (20 August 2020)

The appeal is dismissed as moot because the undertakings in question have expired, the relevant company resolutions have already been passed and implemented, and any future proceedings will not be affected by the outcome of this appeal. The court found that there is no longer a live dispute between the parties, and the interests of justice do not require a determination of the interpretation of the Companies Act provisions debated below. The costs incurred by the parties do not constitute exceptional circumstances justifying the hearing of a moot appeal. The rectification application pending in the high court is a distinct matter and does not revive the dispute over the undertakings. The...

Citation
[2020] ZASCA 95
Parties
Appellant: Women in Capital Growth (Pty) Ltd; Appellant: Akhona Trade & Investment (Pty) Ltd; Respondent: Mpho Innocent Scott; Respondent: Abdoolrawoof Ahmed; Respondent: African Legend Investment (Pty) Ltd
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
20 August 2020
Case Number
1193/2019
Procedural Posture
Civil Appeal / Appeal From Gauteng Division of the High Court, Johannesburg
Outcome
Appeal dismissed as moot; costs awarded against appellants jointly and severally, including costs of two counsel.
Judges
Wallis, Mbha, Nicholls, Weiner, Unterhalter
Legal Topics
Shareholder Agreements, Proxy Voting, Company Directors Removal, Mootness, Costs Award
Commercial and Corporate Civil Procedure Shareholder Agreements Proxy Voting Company Directors Removal Mootness Costs Award

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 5 Authorities cited 9 Party arguments 2
Sign in to unlock

Parties

Women in Capital Growth (Pty) Ltd

Appellant

Akhona Trade & Investment (Pty) Ltd

Appellant

Mpho Innocent Scott

Respondent

Abdoolrawoof Ahmed

Respondent

African Legend Investment (Pty) Ltd

Respondent

Procedural Posture

Civil Appeal / Appeal From Gauteng Division of the High Court, Johannesburg

Legal Issues

  1. 1 Whether the appeal has any practical effect or result given the expiry of the undertakings and the implementation of the resolutions.
  2. 2 Whether the validity and enforceability of the irrevocable undertakings remains a live issue.
  3. 3 Whether the interpretation of ss 58(8)(c) and 71(2)(b) of the Companies Act by the court below should be reviewed in the interests of justice.

Ratio Decidendi

The appeal is dismissed as moot because the undertakings in question have expired, the relevant company resolutions have already been passed and implemented, and any future proceedings will not be affected by the outcome of this appeal. The court found that there is no longer a live dispute between the parties, and the interests of justice do not require a determination of the interpretation of the Companies Act provisions debated below. The costs incurred by the parties do not constitute exceptional circumstances justifying the hearing of a moot appeal. The rectification application pending in the high court is a distinct matter and does not revive the dispute over the undertakings. The...

Court Disposition

Appeal dismissed as moot; costs awarded against appellants jointly and severally, including costs of two counsel.

Orders

  • The appeal is dismissed with costs, including the costs occasioned by the employment of two counsel, such costs to be paid by the appellants jointly and severally, the one paying, the other to be absolved.