South Africa Case Law

Edery N.O v Brands 2 Africa Proprietary Limited and Others (2021/58016)

Edery N.O v Brands 2 Africa Proprietary Limited and Others (2021/58016) [2023] ZAGPJHC 85 (3 February 2023)

Court

South Gauteng High Court, Johannesburg

Case number

2021/58016

Judge

B.C. Wanless

The applicant failed to discharge the onus to prove that the conduct of the company or Craig Clemence was unfairly prejudicial, oppressive, or unfairly disregarded her interests as minority shareholder under section 163 of the Companies Act. The alleged agreement for equal voting rights was disputed and not proven, and Craig's actions regarding the appointment and resignation of his wife as director, offers to purchase shares, and provision of financial statements did not amount to unfairly prejudicial conduct. The applicant's dissatisfaction with the value offered for the shares and desire f…

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• Oppressive Conduct
• Minority Shareholder Protection
• Section 163 Companies Act
• Appointment Of Directors
• Majoritarian Control

Blue Nightingale 709 (Pty) Ltd v Nkwe Platinum South Africa (Pty) Ltd and Others (28760/21)

Blue Nightingale 709 (Pty) Ltd v Nkwe Platinum South Africa (Pty) Ltd and Others (28760/21) [2021] ZAGPJHC 853 (24 December 2021)

Court

South Gauteng High Court, Johannesburg

Case number

28760/21

Judge

R Keightley

The court found that the applicant's right under the shareholders' agreement was limited to nominating directors, not appointing them automatically. The MOI and Companies Act require a formal election process for director appointments, and the purported appointments were never effected. The precedent cited by the applicant, Gholke & Scheider, was distinguished as context-specific and not applicable to the present statutory regime. The court held that there was no reasonable prospect that another court would find the business rescue resolution void or the process irregular on the grounds advan…

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• Business Rescue
• Shareholders Agreement
• Appointment Of Directors
• Leave To Appeal
• Costs Award

Hlahla v Els and Others (14018/2016)

Hlahla v Els and Others (14018/2016) [2016] ZAGPJHC 327 (6 December 2016)

Court

South Gauteng High Court, Johannesburg

Case number

14018/2016

Judge

S Weiner

The court held that the applicant, as a shareholder holding more than 20% of the shares, is entitled under both the shareholders' agreement and the Companies Act to require the company to convene a shareholders' meeting for the election of directors. The statutory remedy under section 61(12) of the Act is not precluded by the arbitration clause in the shareholders' agreement, as the right to convene a meeting is not a dispute subject to arbitration but a statutory entitlement. The court found that none of the proposed directors are disqualified or ineligible under section 69 of the Act, and a…

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• Shareholder Rights
• Appointment Of Directors
• Companies Act Section 61
• Arbitration Clause
• Vexatious Litigation

AFM Theological College and Others v National Leaders Forum of the the Apostolic Faith Mission of South Africa, represented by the National Office Bearers and Others (A255/2012)

AFM Theological College and Others v National Leaders Forum of the the Apostolic Faith Mission of South Africa, represented by the National Office Bearers and Others (A255/2012) [2013] ZAGPPHC 331 (19 December 2013)

Court

North Gauteng High Court, Pretoria

Case number

A255/2012

Judges

BAM, C E HEATON NICHOLS, E J FRANCIS

High Court appeal over control of a section 21 company used for a church theological college. The court upheld the church body’s authority and dismissed the appeal.

• Company Control
• Resignation Of Directors
• Section 21 Company
• Church Institutional Relationship
• Appointment Of Directors
• Company-control

Thompson and Another v ILIPS (Pty) Ltd and Others (27199/12)

Thompson and Another v ILIPS (Pty) Ltd and Others (27199/12) [2012] ZAGPPHC 105 (1 June 2012)

Court

North Gauteng High Court, Pretoria

Case number

27199/12

Judge

AP Ledwaba

The court granted urgent relief enforcing pre-emptive share rights, rectifying the share register, and setting aside an irregular CEO appointment.

• Pre Emptive Rights
• Shareholder Agreements
• Rectification Of Share Register
• Appointment Of Directors
• Urgent Interdict
• Companies Act Compliance