South Africa Case Law

Harri and Others v Silogque Landowners Association and Others (A943/2014)

Harri and Others v Silogque Landowners Association and Others (A943/2014) [2016] ZAGPPHC 1038 (15 December 2016)

Court

North Gauteng High Court, Pretoria

Case number

A943/2014

Judges

S P Mothle, R Tolmay, N Jansen van Nieuwenhuizen

The Full Court found that the order of the court a quo was inconsistent with its findings and the relief sought by the appellants. Specifically, the original order erroneously invalidated decisions taken by show of hands, whereas the judgment established that only decisions taken by proxy were invalid. The exclusion of certain landowners or their representatives from voting at the 2011 AGM rendered the meeting invalid, and the removal of the appellants' entrenched veto rights was also invalid. The appeal was upheld, and the order was amended to accurately reflect the findings and relief sough…

Source excerpt

• Companies Act
• Articles Of Association
• Proxy Voting
• Annual General Meeting
• Declaration Of Invalidity

Assegaai River Properties (Pty) Ltd v Derby Downs Management Association (5986/2015)

Assegaai River Properties (Pty) Ltd v Derby Downs Management Association (5986/2015) [2016] ZAKZDHC 39 (28 September 2016)

Court

Kwazulu-Natal High Court, Durban

Case number

5986/2015

Judge

Gorven

The High Court dismissed an application and counterapplication over levy apportionment because the special resolution relied on had not been lodged and registered and was void.

• Special Resolution
• Articles Of Association
• Levy Apportionment
• Non Joinder
• Material Dispute Of Fact
• Special-resolution

Sable Hills Waterfront Estate Home Owners' Association NPC v Sable Hills Waterfront Estate CC (39635/2013)

Sable Hills Waterfront Estate Home Owners' Association NPC v Sable Hills Waterfront Estate CC (39635/2013) [2015] ZAGPPHC 831 (10 December 2015)

Court

North Gauteng High Court, Pretoria

Case number

39635/2013

Judge

H.J Fabricius

The court found that the Defendant, as developer and owner of all erven not yet transferred to third parties, is liable to pay levies for each such erf in accordance with the Plaintiff’s Articles of Association. The definition of 'property' in the Articles of Association includes all erven in the township, and the Defendant is a member of the Plaintiff by virtue of being the registered owner of these erven. The legal principles established in Heritage Hill Devco and the interpretation of the Deeds Registries Act support the conclusion that the developer is liable for levies on each erf depict…

Source excerpt

• Home Owners Association Liability
• Levies On Untransferred Erven
• Deeds Registries Act Interpretation
• Articles Of Association
• Developer Liability
• Compound Interest On Levies

Heritage Hill Devco (Pty) Ltd v Heritage Hill Homeowners Association (A541/13)

Heritage Hill Devco (Pty) Ltd v Heritage Hill Homeowners Association (A541/13) [2015] ZAGPPHC 310; 2016 (2) SA 387 (GP) (24 April 2015)

Court

North Gauteng High Court, Pretoria

Case number

A541/13

Judges

Rabie, Legodi, Baqwa

The court held that upon registration of the general plan, individual erven in the township came into existence and vested in the developer as registered owner. The Articles of Association contractually bound the developer to pay levies on all unsold erven. The appellant's reliance on the Kosmos Ridge decision was rejected, as the Deeds Registries Act clearly provides for the creation and registration of erven upon registration of the general plan, not only upon transfer to purchasers. The developer's liability for levies is consistent with the collective interests of all property owners and…

Source excerpt

• Levies On Unsold Erven
• Deeds Registries Act Interpretation
• Articles Of Association
• Developer Liability For Levies

Dracotas v Van Der Elst and Others (23870/2014)

Dracotas v Van Der Elst and Others (23870/2014) [2015] ZAGPJHC 67 (13 March 2015)

Court

South Gauteng High Court, Johannesburg

Case number

23870/2014

Judge

Windell

The court found that the directors of the fourth respondent are co-debtors for the company’s contractual debts in terms of section 53(b) of the Companies Act and the articles of association. The directors’ lack of knowledge of the agreement does not absolve them of liability. The judgment against the company did not constitute a novation extinguishing the original obligation but rather reinforced the enforceable right. The plea of res judicata could not be successfully raised by the directors, as they were not parties to the main proceedings and had no opportunity to participate. The director…

Source excerpt

• Director Liability
• Joint And Several Liability
• Contractual Debt
• Articles Of Association
• Res Judicata

Communicare and Another v Hardie (A107/12)

Communicare and Another v Hardie (A107/12) [2012] ZAWCHC 187 (12 November 2012)

Court

Western Cape High Court, Cape Town

Case number

A107/12

Judges

Hlophe, Traverso, Samela

Full Bench appeal concerning a director’s term of office, correction of AGM minutes, and whether an informal intention to resign was effective.

• Companies Act 1973
• Director Re-election
• Articles Of Association
• Agm Minutes Correction
• Contractual Nature Of Articles
• Director-re-election

Ravinsky and Another v Gossel and Another (10/20152)

Ravinsky and Another v Gossel and Another (10/20152) [2012] ZAGPJHC 82 (13 April 2012)

Court

South Gauteng High Court, Johannesburg

Case number

10/20152

Judges

Satchwell, Tsoka

The High Court dismissed an appeal for winding up a profitable company, finding no just and equitable basis for liquidation and no sufficient deadlock.

• Just And Equitable Winding Up
• Deadlock
• Director Fiduciary Duties
• Articles Of Association
• Remedies For Shareholders
• Just-and-equitable-winding-up

Eayrs NO obo The Daku Trust v Strydom NO and Others (3704/11)

Eayrs NO obo The Daku Trust v Strydom NO and Others (3704/11) [2012] ZAECPEHC 4 (31 January 2012)

Court

Eastern Cape High Court, Port Elizabeth

Case number

3704/11

Judge

Mageza

An urgent interdict was granted preventing transfer of company shares until the sellers complied with the company’s Articles of Association.

• Pre Emptive Rights
• Articles Of Association
• Franchise Agreement
• Interim Interdict
• Share Transfer
• Shareholder Disputes

New Seasons Auto Holdings (Pty) Ltd, Ex Parte (08/8143)

New Seasons Auto Holdings (Pty) Ltd, Ex Parte (08/8143) [2008] ZAGPHC 91; 2008 (4) SA 341 (W) (31 March 2008)

Court

High Courts - Gauteng

Case number

08/8143

Judge

Horwitz

The court held that the board of directors of the applicant did not have the power to launch the present application for winding up without a resolution approved by a general meeting of the company. The relevant article of association (article 60 of Table B) does not vest directors with the power to apply for winding up; it only empowers them to manage the business of the company, and the act of winding up is fundamentally different from management. The Companies Act does not override this requirement, and the commentary in Henochsberg supports the view that unless the articles expressly prov…

Source excerpt

• Winding Up Of Company
• Powers Of Directors
• Articles Of Association
• Members Resolution Requirement

Catwalk Investments 206 (Pty) Limited and Another v Silver Lakes Home Owners Association and Another (12614/2003)

Catwalk Investments 206 (Pty) Limited and Another v Silver Lakes Home Owners Association and Another (12614/2003) [2005] ZAGPHC 329 (6 September 2005)

Court

High Courts - Gauteng

Case number

12614/2003

Judge

F G Preller

The court held that the homeowners association trustees validly exempted the golf club from noisy-mower restrictions under the association’s articles, and dismissed the application with costs.

• Articles Of Association
• Powers Of Trustees
• Community Rules
• Exemption From House Rules
• Articles-of-association
• Homeowners-association