South Africa Case Law

Mkhize and Others v Kwandile Resources (Pty) Ltd (2023/005460)

Mkhize and Others v Kwandile Resources (Pty) Ltd (2023/005460) [2024] ZAGPJHC 1013 (7 October 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2023/005460

Judge

Nico van der Walt

The court found that the directors' terms were not automatically limited by the amendment to the memorandum of incorporation; a further positive step by shareholders was required to remove or appoint directors. The directors who signed the round-robin resolution were validly appointed at the relevant time. The institution of the main application did not require a special resolution by shareholders, as the risk or exposure contemplated by the memorandum was not established on the facts. The round-robin resolution was validly adopted by a majority of eligible directors, excluding Mr Mkhize due…

Source excerpt

• Authority Of Attorneys
• Memorandum Of Incorporation Interpretation
• Board Resolutions
• Director Term Limits
• Special Resolution Requirement

Samet v Socrati Footwear (Pty) Limited and Others (2024/091492)

Samet v Socrati Footwear (Pty) Limited and Others (2024/091492) [2024] ZAGPJHC 910 (10 September 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2024/091492

Judge

Wright

The High Court found an urgent bid to set aside director-removal resolutions was not urgent, noting disputed notice issues and an undertaking not to act on the resolutions.

• Removal Of Director
• Board Resolutions
• Notice Requirements
• Urgent Interdict
• Urgent-application
• Director-removal

Mawerco (Pty) Ltd v Sithole and Others (322/2023)

Mawerco (Pty) Ltd v Sithole and Others (322/2023) [2024] ZASCA 91 (10 June 2024)

Court

Supreme Court of Appeal

Case number

322/2023

Judges

Ponnan, Matojane, Kgoele, Dawood, Baartman

The SCA held that declaratory relief could not replace a review of the Association’s resolution removing shareholder-appointed directors.

• Removal Of Directors
• Shareholders Agreement
• Declaratory Relief
• Rule 53 Review
• Companies Act
• Board Resolutions

Ensemble Hotel Holdings (Pty) Limited and Another v Swanvest 328 (Pty) Limited and Others (2022-058058)

Ensemble Hotel Holdings (Pty) Limited and Another v Swanvest 328 (Pty) Limited and Others (2022-058058) [2024] ZAGPJHC 81 (6 February 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2022-058058

Judge

L R Adams

The court found that the applicants failed to provide a satisfactory explanation for their delay in delivering the Rule 7(1) notice and that their challenge to the authority of the respondents' attorneys had no prospects of success. The board resolutions authorising opposition and appointment of attorneys were validly passed by a majority of directors in compliance with section 74 of the Companies Act and the company's constitution. All directors received proper notice of the resolutions, and the written consent procedure was followed. The court rejected the argument that the directors who vo…

Source excerpt

• Uniform Rules Of Court Rule 7
• Board Resolutions
• Director Authority
• Shareholder Disputes
• Condonation
• Costs Award

Langeni and Another v South African Women In Mining Association and Others (27669/2022)

Langeni and Another v South African Women In Mining Association and Others (27669/2022) [2023] ZAGPJHC 1309 (10 November 2023)

Court

South Gauteng High Court, Johannesburg

Case number

27669/2022

Judge

ML Senyatsi

The High Court set aside the board’s removal of two SAMIWA directors, finding no valid section 71 ground and no proper basis beyond internal infighting.

• Removal Of Directors
• Fiduciary Duties
• Companies Act Section 71
• Procedural Fairness
• Board Resolutions
• Removal-of-directors

Misibithi Investments (Pty) Ltd and Others v African Legend Investments (Pty) Ltd and Others (2020/12082)

Misibithi Investments (Pty) Ltd and Others v African Legend Investments (Pty) Ltd and Others (2020/12082) [2023] ZAGPJHC 180 (28 February 2023)

Court

South Gauteng High Court, Johannesburg

Case number

2020/12082

Judge

Moorcroft

High Court dismissed challenges to a 2020 board resolution and a delinquency claim, but validated a disputed 1998-2000 share issue under section 97.

• Companies Act 2008
• Companies Act 1973
• Share Issue Validation
• Delinquent Director
• Oppressive Conduct
• Board Resolutions

Sakhikusasa Construction and Projects (Pty) Ltd and Others v CNG Holdings (Pty) Ltd and Others (31804/2021;37732/2021)

Sakhikusasa Construction and Projects (Pty) Ltd and Others v CNG Holdings (Pty) Ltd and Others (31804/2021;37732/2021) [2023] ZAGPJHC 67 (31 January 2023)

Court

South Gauteng High Court, Johannesburg

Case number

31804/2021;37732/2021

Judge

M A Makume

The High Court dismissed an application to file a supplementary affidavit and a Rule 7(1) challenge to attorneys’ authority, awarding costs against the applicants.

• Supplementary Affidavit
• Board Resolutions
• Directors Removal
• Authority Of Attorney
• Rule 7 Application
• Costs De Boniis Propriis

Constantia Insurance Company Limited v The Master of the High Court, Johannesburg and Others (512/2021)

Constantia Insurance Company Limited v The Master of the High Court, Johannesburg and Others (512/2021) [2022] ZASCA 179; 2023 (5) SA 88 (SCA) (13 December 2022)

Court

Supreme Court of Appeal

Case number

512/2021

Judges

Van der Merwe, Plasket, Basson

The Supreme Court of Appeal held that the indemnity provided by Protech Investments to Constantia constituted indirect financial assistance to a related company, Protech Khuthele, within the meaning of section 45(1)(a) of the Companies Act. The board of Protech Investments did not adopt a resolution authorising the indemnity nor did it satisfy itself of the solvency, liquidity, and fairness requirements as required by section 45(3)(b). The only resolution produced was by Protech Holdings, which did not suffice. The requirements not met were substantive, not merely formal or procedural, so sec…

Source excerpt

• Expungement Of Claims
• Financial Assistance
• Board Resolutions
• Solvency And Liquidity Test
• Arbitrary Deprivation Of Property
• Indemnity Agreements

Thumos properties (Pty) Ltd and Others v Sharemax Zambezi Retail Investments (Pty) Ltd (Formerly known as Brookfield Investments 256 (Pty) Ltd and Another (18384/2014)

Thumos properties (Pty) Ltd and Others v Sharemax Zambezi Retail Investments (Pty) Ltd (Formerly known as Brookfield Investments 256 (Pty) Ltd and Another (18384/2014) [2020] ZAGPPHC 8 (10 January 2020)

Court

North Gauteng High Court, Pretoria

Case number

18384/2014

Judge

Raulinga

The High Court held that suspensive conditions in a 5 July 2011 sale-of-business amendment agreement were not fulfilled, and granted costs to the plaintiffs.

• Suspensive Conditions
• Contract Interpretation
• Sale Of Business
• Board Resolutions
• Burden Of Proof
• Suspensive-conditions

Golding v Regional Tourism Organisation of Southern Africa and Others (J2501/17)

Golding v Regional Tourism Organisation of Southern Africa and Others (J2501/17) [2017] ZALCJHB 376 (18 October 2017)

Court

Labour Court Johannesburg

Case number

J2501/17

Judge

Mahosi

The Labour Court granted an interim interdict stopping disciplinary proceedings against the CEO pending a High Court challenge to the validity of the board resolutions.

• Interim Interdict
• Disciplinary Proceedings
• Jurisdiction Of Labour Court
• Board Resolutions
• Fair Labour Practice
• Interim-interdict