South Africa Case Law

Centaur Mining South Africa (Pty) Ltd v Cloete Murray N O and Others (1334/2022)

Centaur Mining South Africa (Pty) Ltd v Cloete Murray N O and Others (1334/2022) [2024] ZASCA 34 (28 March 2024)

Court

Supreme Court of Appeal

Case number

1334/2022

Judges

Ponnan, Schippers, Meyer, Matojane, Coppin

The Supreme Court of Appeal dismissed an attempt to rescind a section 20(9) corporate-veil order and composite winding-up, finding no basis under rule 42(1)(a) or the common law.

• Corporate Veil Piercing
• Rescission Of Judgment
• Unconscionable Abuse
• Winding Up Proceedings
• Rule 42 Uniform Rules
• Companies Act Section 20 9

Centaur Mining South Africa (PTY) Ltd v Murray N.O. and Others (37520/2021)

Centaur Mining South Africa (PTY) Ltd v Murray N.O. and Others (37520/2021) [2022] ZAGPJHC 676; 2023 (1) SA 499 (GJ) (12 September 2022)

Court

South Gauteng High Court, Johannesburg

Case number

37520/2021

Judge

Wepener

The court found that the applicant, Centaur Mining South Africa (PTY) Ltd, failed to establish locus standi to seek rescission of the s 20(9) Companies Act order, as its claims were not bona fide but formed part of a fraudulent scheme. The applicant did not seriously contest the respondents' allegations of fraud and failed to engage with the factual matrix. The court held that, even if the applicant had standing, the s 20(9) order was within the jurisdiction of the court, as the Companies Act grants wide powers to make appropriate orders, including collapsing companies into a liquidated entit…

Source excerpt

• Companies Act Section 20 9
• Piercing Corporate Veil
• Locus Standi
• Rescission Of Judgment
• Fraudulent Conduct
• Liquidation Procedure

Kolisang v Alegrand General Dealers and Auctioneers and Another (31301 /2020)

Kolisang v Alegrand General Dealers and Auctioneers and Another (31301 /2020) [2022] ZAGPJHC 431 (28 June 2022)

Court

South Gauteng High Court, Johannesburg

Case number

31301 /2020

Judge

Nichols

The court found that the director, Ismail Dawood Jassat, deliberately misrepresented the year of the motor vehicle to the applicant, inducing her to purchase it. This misrepresentation was fraudulent, dishonest, or improper and constituted unconscionable abuse of the company’s juristic personality. The director’s conduct, including his attempts to evade liability through resignation and a fabricated sale agreement, demonstrated a disregard for the company’s separate legal identity and fiduciary duties. The court held that section 20(9) of the Companies Act empowers it to pierce the corporate…

Source excerpt

• Piercing Corporate Veil
• Director Liability
• Fraudulent Misrepresentation
• Companies Act Section 20 9
• Judgment Enforcement

application of Gore NO and Others (18127/2012), Ex parte

application of Gore NO and Others (18127/2012), Ex parte [2013] ZAWCHC 9; 2013 (3) SA 382 (WCC) (13 February 2013)

Court

Western Cape High Court, Cape Town

Case number

18127/2012

Judge

Binns-Ward

The court found that the King Group companies were operated as a single entity, with the controllers disregarding the separate legal personalities of the subsidiaries and using investors' funds in a manner inconsistent with representations. This constituted an unconscionable abuse of juristic personality under section 20(9) of the Companies Act. The statutory provision provides a broad and flexible basis for disregarding corporate personality when justified by the facts, and does not require the absence of alternative remedies. The court declared that the relevant subsidiaries should be deeme…

Source excerpt

• Piercing Corporate Veil
• Companies Act Section 20 9
• Group Enterprise Liquidation
• Unconscionable Abuse Of Juristic Personality

Ex Parte: Gore NO and Others (18127/2012)

Ex Parte: Gore NO and Others (18127/2012) [2013] ZAWCHC 21; [2013] 2 All SA 437 (WCC) (13 February 2013)

Court

Western Cape High Court, Cape Town

Case number

18127/2012

Judge

Binns-Ward

The court found that the King Group was operated as a single entity by its controllers, with no meaningful distinction between the holding company and its subsidiaries. The disregard for separate corporate personalities and the misallocation of investors' funds constituted an unconscionable abuse of juristic personality. Section 20(9) of the Companies Act provides a statutory basis for the court to disregard the separate legal existence of the companies and treat their assets as those of the holding company for the purpose of settling investors' claims. The statutory remedy is available whene…

Source excerpt

• Piercing Corporate Veil
• Companies Act Section 20 9
• Group Enterprise Liability
• Liquidation Distribution
• Unconscionable Abuse Of Juristic Personality