South Africa Case Law

Smyth and Others v Investec Bank Limited and Another (674/2016)

Smyth and Others v Investec Bank Limited and Another (674/2016) [2017] ZASCA 147; [2018] 1 All SA 1 (SCA); 2018 (1) SA 494 (SCA) (26 October 2017)

Court

Supreme Court of Appeal

Case number

674/2016

Judges

Navsa, Lewis, Petse, Mathopo, Schippers

The Supreme Court of Appeal held that the remedy under section 252 of the Companies Act 61 of 1973 is available only to members of a company whose names are entered in the register of members, as defined in section 103. Beneficial owners of shares held through nominees are not members for the purposes of section 252 and therefore lack locus standi to seek relief under this provision. The court rejected the argument that beneficial owners could join as co-applicants with their nominees, finding that the statutory remedy is confined to registered members and that the nominees, acting on instruc…

Source excerpt

• Oppressive Conduct
• Locus Standi
• Beneficial Ownership
• Companies Act Section 252

Off-Beat Holiday Club and Another v Sanbonani Holiday Spa Shareblock Limited and Others (CCT106/16)

Off-Beat Holiday Club and Another v Sanbonani Holiday Spa Shareblock Limited and Others (CCT106/16) [2017] ZACC 15; 2017 (7) BCLR 916 (CC); 2017 (5) SA 9 (CC) (23 May 2017)

Court

Constitutional Court

Case number

CCT 106/16

Judges

Nkabinde ACJ, Cameron J, Froneman J, Jafta J, Khampepe J, Madlanga J, Mbha AJ, Mhlantla J, Musi AJ, Zondo J

The Constitutional Court held that claims brought under section 252 of the Companies Act 61 of 1973 for equitable relief do not constitute 'debts' as defined by the Prescription Act 68 of 1969. The Court reasoned that the relief sought is not for payment of money, delivery of goods, or rendering of services, but rather for a judicial determination of fairness in company governance. The wide discretion conferred by section 252 allows the court to consider delay and other factors when granting relief, but does not render the claim susceptible to extinctive prescription. The Court found that the…

Source excerpt

• Companies Act Section 252
• Prescription Act Interpretation
• Minority Shareholder Remedies
• Declaratory Relief
• Access To Courts
• Equitable Remedies

Louw and Other v Nel (45/10)

Louw and Other v Nel (45/10) [2010] ZASCA 161; 2011 (2) SA 172 (SCA) ; [2011] 2 All SA 495 (SCA) (1 December 2010)

Court

Supreme Court of Appeal

Case number

45/10

Judges

Lewis, Ponnan, Mhlantla, Shongwe, Bertelsmann

The SCA held that disputes over alleged oppression and asset diversion under section 252 could not be resolved on the papers, and dismissed the appeal and cross appeal.

• Oppression Of Minority Shareholders
• Companies Act Section 252
• Winding Up
• Disputes Of Fact
• Remedies For Unfair Conduct
• Minority-shareholder-oppression