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South Africa decisions
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Ralineba and Others v Dzivhani and Another (1005/2023) [2025] ZALMPPHC 148 (4 August 2025)
The court confirmed several shareholdings in MIMED (Pty) Ltd, declared the first respondent’s conduct unlawful, dismissed the third applicant’s claim, and awarded costs against the respondents.
Kaps and Others v Seripe and Others (Appeal) (A137/2024) [2025] ZAWCHC 228 (15 May 2025)
The court held that the allotment of 100% of the shares to the first appellant at incorporation was valid and not contrary to the Companies Act, nor was it a breach of any express or implied agreement, as no such agreement was proven. The respondents failed to provide evidence of a contractual or fiduciary obligation prohibiting the appellant from allotting shares solely to himself. The misrepresentation of the company’s B-BBEE Level 2 status in February 2018, while unlawful and sanctionable, did not affect the validity of the earlier share allocation, as the two events were separate and dist…
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Lotter and Another v Lona Fruit Cape (Pty) Ltd and Another (19818/23) [2025] ZAWCHC 196 (12 May 2025)
The High Court dismissed a claim to enforce an alleged 2023 share buyback and alternative specific performance claim, finding no binding agreement and prescription.
Priestman v Fibonacci Asset Management (Pty) Ltd and Others (2025/023556) [2025] ZAGPJHC 416 (11 April 2025)
The High Court set aside a shareholder resolution removing the applicant as director and recorded that a planned follow-up meeting would not proceed.
Sable Hills Waterfront Estate Homeowners Association (NPC) and Others v Companies and Intellectual Properties Commission and Others (053716/2024) [2025] ZAGPPHC 110 (29 January 2025)
High Court set aside an AGM resolution expanding a homeowners association board and the resulting director appointments for lack of prior notice.
Du Plessis and Others v Pieterse and Others (9912/23) [2024] ZALMPPHC 127 (9 September 2024)
The court found that the applicants failed to meet the elevated threshold for leave to appeal as set out in section 17 of the Superior Courts Act. The resolutions taken by the majority directors without inviting the minority directors were irregular and unlawful, as proper procedure under the Companies Act requires all directors to be invited and allowed to declare conflicts. The court emphasized that its previous order did not prevent the applicants from pursuing litigation against debtors of the third applicant, but required compliance with lawful procedures. There is no reasonable prospect…
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Barnard N.O and Another v Dikopane Project Management CC (M 112/2023; M 113/2023) [2024] ZANWHC 87 (25 March 2024)
The court found that the applicants failed to comply with the peremptory requirements of section 346(4A) of the Companies Act 61 of 1973. The affidavit filed by the applicants was not deposed to by the person who physically effected service on the employees, trade unions, or SARS, but rather by a candidate attorney relying on returns of service. Prevailing authority requires that the person who actually furnished the application must depose to the affidavit, and failure to do so is fatal to applications for final winding-up. The court distinguished between provisional and final winding-up ord…
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Kruger N.O and Others v Gouws and Others (14080/2018) [2023] ZAGPPHC 1133 (1 September 2023)
The High Court adopted experts’ agreed valuation of JDJ shares, ordered payment of the balance due, and dismissed the Swarts group’s counter-application.
Rustenburg Crematorium (Pty) Ltd and Others v Jordaan N.O and Others (CIV APP FB 01/2018) [2023] ZANWHC 49 (6 April 2023)
The Full Court upheld an appeal against a final liquidation order and replaced it with dismissal of the liquidation application, with costs.
Sithole v Naude and Others; Ntiwane v Naude and Others (714/2021; 715/2021) [2021] ZAMPMBHC 58 (29 November 2021)
The court found that the removal of the applicants as directors was effected by the shareholder, Mawewe Communal Property Association, but the procedure prescribed by section 71(2) of the Companies Act was not followed. Specifically, the applicants were not given proper notice of the meeting and resolution, nor were they afforded a reasonable opportunity to make representations before the resolution was put to a vote. Section 71(1) and (2) of the Companies Act override any contrary provisions in the Memorandum of Incorporation or Shareholders' Agreement. As a result, the removal was unlawful…
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