South Africa Case Law

Akani Building Solutions (Pty) Limited v Lebo Tebo Trading and Projects CC (2024-033125)

Akani Building Solutions (Pty) Limited v Lebo Tebo Trading and Projects CC (2024-033125) [2025] ZAGPPHC 781 (1 August 2025)

Court

North Gauteng High Court, Pretoria

Case number

2024-033125

Judge

J Vorster

The court found that the respondent's indebtedness to the applicant was disputed on bona fide and reasonable grounds. The respondent provided sufficient factual allegations that, if proved at trial, would constitute a good defence to the applicant's claim. The applicant impermissibly attempted to broaden its claim in reply, which was not the case the respondent was called to meet. The Badenhorst rule applies, and winding-up proceedings are not appropriate for enforcing a debt that is genuinely disputed. There was no evidence of lack of bona fides on the respondent's part. The application for…

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• Close Corporations Act Liquidation
• Bona Fide Dispute Of Indebtedness
• Badenhorst Rule
• Costs Award
• Contractual Dispute

Grenco Projects and Construction CC v Hermanus Esplanade Dev Co (Pty) Ltd (4260/2024)

Grenco Projects and Construction CC v Hermanus Esplanade Dev Co (Pty) Ltd (4260/2024) [2024] ZAWCHC 172; [2024] 3 All SA 504 (WCC); 2024 (6) SA 500 (WCC) (18 June 2024)

Court

Western Cape High Court, Cape Town

Case number

4260/2024

Judge

A Kantor

The court found that while the respondent bona fide disputes the claims underlying the JBCC payment certificates on reasonable grounds and these disputes are subject to pending arbitration, the JBCC contract specifically provides that adjudicator's determinations must be implemented pending arbitration. The payment certificates are not immune from dispute, but the contract compels payment unless and until overturned by arbitration. However, in the exercise of its discretion, the court considered the progression of the arbitration, the respondent's financial position, and the potential adverse…

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• Company Liquidation
• Jbcc Construction Contract
• Payment Certificates
• Arbitration Pending
• Badenhorst Rule
• Statutory Demand

Dangerous Good International SA (Pty) Ltd v JAG Freight (Pty) Ltd and Another (18901/2023)

Dangerous Good International SA (Pty) Ltd v JAG Freight (Pty) Ltd and Another (18901/2023) [2024] ZAWCHC 169; [2024] 3 All SA 481 (WCC) (30 May 2024)

Court

Western Cape High Court, Cape Town

Case number

18901/2023

Judge

Mahomed

The High Court refused provisional liquidation, finding the applicant’s claims for disgorgement and damages were bona fide disputed on reasonable grounds.

• Winding Up Of Company
• Unlawful Competition
• Fiduciary Duty
• Disgorgement Of Profits
• Bona Fide Dispute
• Badenhorst Rule

Uniqon Wonings (Pty) Limited v Brooklyn and Eastern Areas Citizen Association (A253/2022)

Uniqon Wonings (Pty) Limited v Brooklyn and Eastern Areas Citizen Association (A253/2022) [2024] ZAGPPHC 105 (7 February 2024)

Court

North Gauteng High Court, Pretoria

Case number

A253/2022

Judges

Retief, Nyathi, Kooverjie

The court found that the appellant's winding-up application was motivated by a desire to oppress and intimidate the respondent and its members, rather than to bring about bona fide liquidation. The evidence demonstrated that the appellant's actions, including repeated warnings and threats, were triggered by the respondent's objection to a rezoning application and were aimed at deterring the respondent from its watchdog activities. The respondent's inability to pay the debt did not justify a winding-up order, as the application was not brought for legitimate debt recovery but as a means of exe…

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• Winding Up Of Voluntary Association
• Abuse Of Process
• Creditor Liquidation Rights
• Badenhorst Rule
• Discretion Of Court
• Doctrine Of Unclean Hands

Willemhendriksvlei (PTY) Ltd and Another v Pieters (1563/2022)

Willemhendriksvlei (PTY) Ltd and Another v Pieters (1563/2022) [2023] ZAMPMHC 1 (19 January 2023)

Court

Middelburg High Court, Mpumalanga

Case number

1563/2022

Judge

Langa

The High Court held that, after settlement and payment of the debt, the respondent must pay the sequestration application costs, including two counsel.

• Sequestration Proceedings
• Costs Award
• Badenhorst Rule
• Settlement Agreement
• Sequestration-proceedings
• Costs-award

Marx v Coalition Trading 561 CC (Nedbank Limited) (4889/2021)

Marx v Coalition Trading 561 CC (Nedbank Limited) (4889/2021) [2022] ZAFSHC 125 (26 April 2022)

Court

Free State High Court, Bloemfontein

Case number

4889/2021

Judge

Snellenburg

The High Court confirmed a rule nisi placing Coalition Trading 561 CC in final liquidation after finding a bona fide dispute had not been shown.

• Close Corporations Act Liquidation
• Commercial Insolvency
• Badenhorst Rule
• Statutory Demand
• Costs In Liquidation
• Liquidation

Vosloo N.O and Another v South African Medical Association NPC and Another (44983/2020)

Vosloo N.O and Another v South African Medical Association NPC and Another (44983/2020) [2022] ZAGPPHC 166 (28 March 2022)

Court

North Gauteng High Court, Pretoria

Case number

44983/2020

Judge

N Davis

The High Court dismissed an application to wind up SAMA, finding the alleged debt was bona fide disputed and that winding up would not be just and equitable.

• Winding Up Of Solvent Company
• Trade Union Dues
• Bona Fide Dispute
• Badenhorst Rule
• Just And Equitable Winding Up
• Winding-up-of-solvent-company

Mahem Verhurings CC v Firstrand Bank Ltd (91998/2015)

Mahem Verhurings CC v Firstrand Bank Ltd (91998/2015) [2017] ZAGPPHC 167 (8 February 2017)

Court

North Gauteng High Court, Pretoria

Case number

91998/2015

Judge

DP de Villiers

The High Court refused leave to appeal against a liquidation order, holding that the applicant showed no reasonable prospect of success or compelling reason.

• Close Corporations Act
• Statutory Demand Liquidation
• Badenhorst Rule
• Interpretation Of Contracts
• Commercial Insolvency
• Leave To Appeal Threshold

Firstrand Bank Ltd v Mahem Verhurings CC (91998/2015)

Firstrand Bank Ltd v Mahem Verhurings CC (91998/2015) [2016] ZAGPPHC 1076 (15 December 2016)

Court

North Gauteng High Court, Pretoria

Case number

91998/2015

Judge

DP de Villiers

The court found that the respondent was commercially insolvent, having failed to pay its debts to the applicant and other creditors, and did not satisfy the statutory demand under section 69 of the Close Corporations Act. The respondent's defence based on an oral undertaking not to institute legal action was rejected, as the undertaking did not extend to statutory demands or liquidation proceedings, and the agreement was not sufficiently substantiated or interpreted to preclude the applicant's rights. The respondent's valuation evidence was found to be unsubstantiated and of no probative valu…

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• Close Corporations Act
• Commercial Insolvency
• Statutory Demand
• Winding Up Proceedings
• Badenhorst Rule

Freshvest Investments (Pty) Ltd v Marabeng (Pty) Ltd (1030/2015)

Freshvest Investments (Pty) Ltd v Marabeng (Pty) Ltd (1030/2015) [2016] ZASCA 168 (24 November 2016)

Court

Supreme Court of Appeal

Case number

1030/2015

Judges

Shongwe, Leach, Willis, Fourie, Nicholls

The Supreme Court of Appeal held that the respondent disputed the debt on bona fide and reasonable grounds, so the winding-up application was postponed sine die.

• Winding Up Of Companies
• Disputed Debt
• Bona Fide And Reasonable Dispute
• Badenhorst Rule
• Postponement Sine Die
• Winding-up-of-companies