South Africa Case Law

Van Der Westhuizen v Van Der Westhuizen and Others (24614/2022)

Van Der Westhuizen v Van Der Westhuizen and Others (24614/2022) [2024] ZAGPPHC 15 (8 January 2024)

Court

North Gauteng High Court, Pretoria

Case number

24614/2022

Judge

Nyathi

The court found that the relationship between the applicant and first respondent, both brothers and members of the close corporations, had irretrievably broken down, resulting in a deadlock that rendered the corporations incapable of functioning as intended. The respondents failed to provide any substantive legal defence to counter the application. The court considered the broad discretion afforded under the just and equitable ground for winding up, as well as the clean hands principle, and determined that the circumstances justified final liquidation of both Trackstar Trading 20 CC and HM &…

Source excerpt

• Winding Up Of Solvent Companies
• Deadlock Between Members
• Just And Equitable Basis
• Close Corporations Act
• Clean Hands Principle

Payapp (Pty) Ltd and Another v Polanocol (Pty) Ltd and Others (Hulett and Others Intervening) (6482/2022)

Payapp (Pty) Ltd and Another v Polanocol (Pty) Ltd and Others (Hulett and Others Intervening) (6482/2022) [2023] ZAWCHC 141 (8 June 2023)

Court

Western Cape High Court, Cape Town

Case number

6482/2022

Judge

Meer

The High Court dismissed an application to wind up Polanocol, finding the alleged debts bona fide disputed and the wider community in the company should not be displaced.

• Company Liquidation
• Just And Equitable Winding Up
• Bona Fide Dispute Of Debt
• Shareholder Disputes
• Clean Hands Principle
• Company-liquidation

Visser v An Exclusive Guest House (Pty) Ltd and Another (2661 / 2021)

Visser v An Exclusive Guest House (Pty) Ltd and Another (2661 / 2021) [2022] ZAMPMBHC 18 (29 March 2022)

Court

Mbombela High Court, Mpumalanga

Case number

2661 / 2021

Judge

Ratshibvumo

The court found that the relationship between the two shareholders, who are also the only directors, had irretrievably broken down, resulting in a deadlock and lack of trust. Attempts to resolve the impasse, including offers to sell shares and requests for meetings and financial statements, were unsuccessful. The court held that the deadlock was not merely between directors but between shareholders, and that alternatives suggested by the respondent had been exhausted. The court further held that the clean hands principle is not an absolute bar to winding-up and that both parties contributed t…

Source excerpt

• Winding Up Of Solvent Company
• Just And Equitable Ground
• Shareholder Deadlock
• Clean Hands Principle

Thunder Cats Investments 92 (Pty) Ltd and Another v Nkonjane Economic Prospecting And Investment (Pty) Ltd and Others (847/2012)

Thunder Cats Investments 92 (Pty) Ltd and Another v Nkonjane Economic Prospecting And Investment (Pty) Ltd and Others (847/2012) [2013] ZASCA 164; [2014] 1 All SA 474 (SCA); 2014 (5) SA 1 (SCA) (26 November 2013)

Court

Supreme Court of Appeal

Case number

847/2012

Judges

Navsa, Malan, Shongwe, Wallis, Meyer

The SCA upheld winding-up of a solvent company on the just-and-equitable ground after finding an irretrievable breakdown in the shareholders’ relationship.

• Winding Up Of Solvent Companies
• Just And Equitable Ground
• Shareholder Deadlock
• Clean Hands Principle
• Shareholders Agreement
• Remedies For Breakdown In Relationship