South Africa Case Law

Jones and Others v Hendrik Frederick Delport and Others (2023/082594)

Jones and Others v Hendrik Frederick Delport and Others (2023/082594) [2024] ZAGPPHC 833; 2025 (2) SA 193 (GP) (28 August 2024)

Court

North Gauteng High Court, Pretoria

Case number

2023/082594

Judge

H F Oosthuizen

The court found that the applicants' conduct in supporting the removal of certain directors in a related company was not performed in their capacity as directors of the respondent companies and therefore could not constitute neglect or dereliction under section 71(3)(b) of the Companies Act. There was no evidence that the applicants used their positions as directors to benefit Mr Coetzee or to undermine legal action against him. The allegations against the applicants were speculative and unsupported by facts. The applicants did not breach their duties under section 76(2)(a), 76(3)(b), or 76(3…

Source excerpt

• Removal Of Directors
• Companies Act Section 71
• Board Powers
• Statutory Review
• Director Duties

Dladla and Others v CNG Holdings (Pty) Ltd and Others (37732/2021)

Dladla and Others v CNG Holdings (Pty) Ltd and Others (37732/2021) [2023] ZAGPJHC 816 (18 July 2023)

Court

South Gauteng High Court, Johannesburg

Case number

37732/2021

Judge

MAKUME

The High Court dismissed an application for leave to appeal against an interlocutory order, finding no reasonable prospects of success and awarding costs.

• Leave To Appeal
• Board Powers
• Memorandum Of Incorporation
• Authority Of Attorney
• Companies Act Interpretation
• Leave-to-appeal

Motsoeneng v South African Broadcasting Corporation SOC Limited and Others (2017/ 29163)

Motsoeneng v South African Broadcasting Corporation SOC Limited and Others (2017/ 29163) [2022] ZAGPJHC 528 (15 July 2022)

Court

South Gauteng High Court, Johannesburg

Case number

2017/ 29163

Judge

Khan

Leave to appeal was refused in a dispute over a success fee paid to Mr Motsoeneng, with the court upholding repayment, interest, and costs orders.

• Leave To Appeal
• Success Fee Policy
• Board Powers
• Remedial Discretion
• Costs Award
• Public Policy

Tayob and Another v Shiva Uranium (Pty) Ltd and Others (336/2019)

Tayob and Another v Shiva Uranium (Pty) Ltd and Others (336/2019) [2020] ZASCA 162 (8 December 2020)

Court

Supreme Court of Appeal

Case number

336/2019

Judges

Cachalia, Saldulker, Van der Merwe, Schippers, Poyo-Dlwati

The Supreme Court of Appeal held that the board of directors of Shiva Uranium (Pty) Ltd had the statutory power under s 139(3) of the Companies Act 71 of 2008 to appoint substitute business rescue practitioners upon the resignation of the previous practitioners. The Act does not confer any power on a practitioner to appoint another practitioner, nor does it require the board to act with the approval of the practitioner in making such an appointment. The appointment of a practitioner is a governance function of the board, not a management function subject to the authority of the practitioner.…

Source excerpt

• Business Rescue
• Companies Act 71 Of 2008
• Appointment Of Business Rescue Practitioner
• Board Powers
• Condonation
• Leave To Appeal

CDH Invest NV v Petrotank South Africa (Pty) Ltd and Another (22312/2015)

CDH Invest NV v Petrotank South Africa (Pty) Ltd and Another (22312/2015) [2017] ZAGPJHC 324; [2018] 1 All SA 450 (GJ); 2018 (3) SA 157 (GJ) (17 November 2017)

Court

South Gauteng High Court, Johannesburg

Case number

22312/2015

Judge

WHG van der Linde

High Court case on board power to increase authorised shares, shareholder meeting demands, and oppression in a two-shareholder company. The share increase was set aside.

• Companies Act 71 Of 2008
• Board Powers
• Share Capital Increase
• Fiduciary Duties
• Oppression Remedy
• Shareholder Meetings

Kaimowitz v Delahunt and Others (8728/2016)

Kaimowitz v Delahunt and Others (8728/2016) [2016] ZAWCHC 212; 2017 (3) SA 201 (WCC) (23 November 2016)

Court

Western Cape High Court, Cape Town

Case number

8728/2016

Judge

Davis

The High Court held that a director is not, as of right, entitled to take part in a company’s day-to-day management. The application for section 163 relief was dismissed.

• Director Duties
• Oppressive Conduct
• Companies Act Section 163
• Board Powers
• Memorandum Of Incorporation
• Fiduciary Responsibility

Butler and Others v Van Zyl and Others (554/13)

Butler and Others v Van Zyl and Others (554/13) [2014] ZASCA 81 (30 May 2014)

Court

Supreme Court of Appeal

Case number

554/13

Judges

Mpati, Ponnan, Willis, Van Zyl, Legodi

The Supreme Court of Appeal held that the interdict granted by the North West High Court was intended to protect Rosenberg's prima facie beneficial interest in Nuco's shareholding and was not aimed at preventing shareholders from voting on matters unrelated to Rosenberg's claims, such as the removal of a director. A literal interpretation of the interdict would have rendered the company unable to function, which could not have been the intention of the court. The majority shareholders were therefore entitled to requisition a shareholders meeting for the removal of Van Zyl as director. The not…

Source excerpt

• Removal Of Director
• Shareholders Meeting
• Companies Act 2008
• Interdict
• Board Powers

Damane v Central Energy Fund (A5048/2012)

Damane v Central Energy Fund (A5048/2012) [2013] ZAGPJHC 71 (15 March 2013)

Court

South Gauteng High Court, Johannesburg

Case number

A5048/2012

Judges

Sutherland, Van Oosten, Bedhesi

Appeal against refusal of an interdict was dismissed as moot after the appellant resigned and never faced discipline. The court also found no protected disclosure or invalid ratification.

• Protected Disclosure
• Interdict
• Ratification Of Irregular Decisions
• Ultra Vires
• Board Powers
• Costs Award

LSA UK Ltd (formerly Curtainz Ltd) and Others v Impala Platinum Holdings Ltd and Others (222/98)

LSA UK Ltd (formerly Curtainz Ltd) and Others v Impala Platinum Holdings Ltd and Others (222/98) [2000] ZASCA 178 (28 March 2000)

Court

Supreme Court of Appeal

Case number

222/98

Judges

Smalberger, Marais, Schutz, Zulman, Mthiyane

The Supreme Court of Appeal held that WPL’s board lacked authority to initiate litigation under the amended articles and shareholders’ agreement.

• Company Management
• Shareholders Agreement
• Articles Of Association
• Board Powers
• Deadlock Resolution
• Delegation Of Management

Afrovan (Pty) Ltd v Wellsted (Pty) Ltd (215/82)

Afrovan (Pty) Ltd v Wellsted (Pty) Ltd (215/82) [1984] ZASCA 25 (26 March 1984)

Court

Supreme Court of Appeal

Case number

215/82

Judges

Miller, Trengove, Cillié, Galgut, Howard

The Appellate Division held that Afrovan could act on a reported change in control of a member company and that Wellsted had a fair hearing.

• Company Articles Of Association
• Shareholder Rights
• Board Powers
• Fair Hearing
• Transfer Of Shares
• Company-articles-of-association