South Africa Case Law

IPP Mining and Materials Koornfontein (Pty) Ltd v Black Royalty Minerals Koornfontein (Pty) Ltd and Another (063430/2025)

IPP Mining and Materials Koornfontein (Pty) Ltd v Black Royalty Minerals Koornfontein (Pty) Ltd and Another (063430/2025) [2025] ZAGPPHC 657 (12 June 2025)

Court

North Gauteng High Court, Pretoria

Case number

063430/2025

Judge

Strijdom

The High Court refused leave to bring derivative proceedings under section 165(6) of the Companies Act, finding no exceptional circumstances. Costs were awarded against the applicant.

• Derivative Action
• Urgent Spoliation
• Companies Act Section 165
• Board Deadlock
• Director Duties
• Derivative-action

Caxton and CTP Publishers and Printers Limited v Novus Holdings Limited (219/2021)

Caxton and CTP Publishers and Printers Limited v Novus Holdings Limited (219/2021) [2022] ZASCA 24; [2022] 2 All SA 299 (SCA) (9 March 2022)

Court

Supreme Court of Appeal

Case number

219/2021

Judges

Petse, Molemela, Plasket, Hughes, Unterhalter

The Supreme Court of Appeal held that documents referenced in Novus’s affidavit had to be produced under rule 35(12), including the section 165(4) report, subject to confidentiality limits.

• Discovery Procedure
• Rule 35 12
• Confidentiality Regime
• Litigation Privilege
• Companies Act Section 165
• Derivative Actions

Opperman v De Klerk N.O and Others (48920/2020)

Opperman v De Klerk N.O and Others (48920/2020) [2022] ZAGPPHC 48 (25 January 2022)

Court

North Gauteng High Court, Pretoria

Case number

48920/2020

Judge

Matshitse AJ

The court found that the applicant relinquished his shares in the third respondent in 2007 and was no longer a shareholder, thus lacking locus standi under section 163 of the Companies Act. The applicant failed to demonstrate compliance with the procedural requirements of section 165, including the demand process and showing irreparable harm or substantial prejudice. The court was not satisfied that the applicant was acting in good faith or that the proposed action was in the best interests of the company. The evidence indicated that the company had ceased business and that the shareholders h…

Source excerpt

• Companies Act Section 163
• Companies Act Section 165
• Locus Standi
• Derivative Action
• Shareholder Rights
• Director Appointment

Marib Holdings (Pty) Ltd v Parring NO and Others (22058/2019)

Marib Holdings (Pty) Ltd v Parring NO and Others (22058/2019) [2020] ZAWCHC 74 (7 August 2020)

Court

Western Cape High Court, Cape Town

Case number

22058/2019

Judge

Francis

The High Court refused to set aside a section 165 demand seeking recovery of directors’ remuneration allegedly paid without the required shareholder resolution.

• Companies Act Section 165
• Directors Remuneration
• Special Resolution Requirement
• Derivative Action
• Fiduciary Duties
• Corporate Governance

Herps NO and Others v Ward and Others (10711/19)

Herps NO and Others v Ward and Others (10711/19) [2019] ZAGPPHC 64 (7 March 2019)

Court

North Gauteng High Court, Pretoria

Case number

10711/19

Judge

H J Fabricius

The court found that the applicants had established good faith and exceptional circumstances justifying the institution of proceedings without prior notice under section 165 of the Companies Act. Documentary evidence and communications supported the applicants' prima facie case that Neighbiz Holdings (Pty) Ltd is the proprietor of the copyright in the NEIGHBIZ Application, not the First Respondent. The requirements for an interim interdict were satisfied: the applicants demonstrated a prima facie right, a well-grounded apprehension of irreparable harm, no adequate alternative remedy, and a ba…

Source excerpt

• Leave To Institute Derivative Action
• Copyright Ownership
• Interim Interdict
• Companies Act Section 165
• Copyright Act Section 21

Herps N.O. and Others v Ward and Others (10711/19)

Herps N.O. and Others v Ward and Others (10711/19) [2019] ZAGPPHC 1102 (7 March 2019)

Court

North Gauteng High Court, Pretoria

Case number

10711/19

Judge

H.J Fabricius

The High Court granted minority shareholders leave to litigate for the company and issued interim interdicts to protect the NEIGHBIZ application pending trial.

• Derivative Action
• Interim Interdict
• Copyright Ownership
• Companies Act Section 165
• Balance Of Convenience
• Derivative-action

Lewis Group Limited v Woollam and Others (17199/2016)

Lewis Group Limited v Woollam and Others (17199/2016) [2017] ZAWCHC 15 (1 March 2017)

Court

Western Cape High Court, Cape Town

Case number

17199/2016

Judge

A.G. Binns-Ward

A person who has made a demand under section 165(2) of the Companies Act may withdraw that demand at any time, as there is no statutory prohibition or practical reason to prevent withdrawal. The withdrawal renders any pending application to set aside the demand under section 165(3) moot, except as to costs. The court will not determine the merits of the withdrawn demand or issue a declaratory order, as the controversy is no longer live and such relief would be advisory. Costs orders must reflect the stage at which the withdrawal occurred and the conduct of the parties, with the applicant enti…

Source excerpt

• Companies Act Section 165
• Derivative Actions
• Withdrawal Of Demand
• Costs Orders
• Declaratory Relief

Lewis Group Limited v Woollam and Others (17199/2016)

Lewis Group Limited v Woollam and Others (17199/2016) [2016] ZAWCHC 162; [2017] 1 All SA 231 (WCC) (15 November 2016)

Court

Western Cape High Court, Cape Town

Case number

17199/2016

Judge

A.G. Binns-Ward

The High Court refused discovery in interlocutory motion proceedings under Companies Act s 165(3), holding the requested branch reports were not material to deciding whether the demand was without merit.

• Discovery In Motion Proceedings
• Companies Act Section 165
• Delinquent Director Declaration
• Rule 35 Uniform Rules
• Prima Facie Case
• Costs In Interlocutory Applications