South Africa Case Law

Optimal Outcomes (Pty) Ltd v Go Canna Africa Ltd and Another (2021/1568)

Optimal Outcomes (Pty) Ltd v Go Canna Africa Ltd and Another (2021/1568) [2025] ZAGPPHC 376 (2 April 2025)

Court

North Gauteng High Court, Pretoria

Case number

2021/1568

Judge

Swanepoel

The plaintiff failed to prove that the second defendant made any representation, by word or conduct, that Naude was authorized to act on its behalf. All evidence of authority originated from Naude himself, not from the second defendant. The plaintiff's reliance on Naude's statements and the venue of meetings was insufficient to establish ostensible authority. Furthermore, even if some representation existed, it would not have been reasonable for the plaintiff to assume Naude was authorized to enter into a guarantee agreement outside the ordinary course of the second defendant's business. The…

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• Ostensible Authority
• Share Transfer
• Guarantee Agreement
• Rectification Of Contract
• Companies Act Section 45

Force Fuel (Pty) Ltd and Another v Hollard Insurance Company (Pty) Ltd (2020/34408)

Force Fuel (Pty) Ltd and Another v Hollard Insurance Company (Pty) Ltd (2020/34408) [2024] ZAGPJHC 1298 (18 December 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2020/34408

Judge

Tsatsawane

The High Court refused leave to appeal, finding the applicants’ new legal and factual points were not raised in the main application and would prejudice the respondent.

• Suretyship
• Indemnity
• Leave To Appeal
• Companies Act Section 45
• Leave-to-appeal
• Appeal-procedure

266 Bree Street Johannesburg (Pty) and Others v TUHF Limited (11987/2020)

266 Bree Street Johannesburg (Pty) and Others v TUHF Limited (11987/2020) [2023] ZAGPJHC 613 (1 June 2023)

Court

South Gauteng High Court, Johannesburg

Case number

11987/2020

Judge

ML Senyatsi

The High Court refused leave to appeal, finding no reasonable prospect of success on the loan acceleration, quantum, or suretyship arguments.

• Leave To Appeal
• Loan Agreement
• Suretyship
• Non Variation Clause
• Companies Act Section 45
• Leave-to-appeal

TUHF Limited v 266 Bree Street Johannesburg (Pty) Ltd and Others (11987/2020)

TUHF Limited v 266 Bree Street Johannesburg (Pty) Ltd and Others (11987/2020) [2023] ZAGPJHC 361 (21 April 2023)

Court

South Gauteng High Court, Johannesburg

Case number

11987/2020

Judge

ML Senyatsi

The court found that the loan agreement was valid and enforceable, as all conditions were fulfilled or waived prior to drawdown and the parties' conduct confirmed their intention for the agreement to operate. The grace period for repayment ended in April 2019, not July 2019, as the evidence did not support a further extension. The first defendant breached the agreement by failing to make any repayments and failing to pay municipal charges, entitling the plaintiff to accelerate the full loan amount. The certificate of indebtedness provided prima facie proof of the quantum, which was substantia…

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• Loan Agreement Enforcement
• Suretyship Liability
• Business Rescue
• Certificate Of Indebtedness
• Companies Act Section 45
• Contractual Suspensive Conditions

Valencia Holdings 13 (Pty) Limited and Others v Armitage N.O. (A5043/2020)

Valencia Holdings 13 (Pty) Limited and Others v Armitage N.O. (A5043/2020) [2022] ZAGPJHC 92 (23 February 2022)

Court

South Gauteng High Court, Johannesburg

Case number

A5043/2020

Judges

Fisher, Adams, Malindi

The High Court held that interest-free shareholder loans, agreed to and participated in by the deceased, were not oppressive under section 163 and dismissed the claims.

• Oppressive Conduct
• Unfairly Prejudicial Conduct
• Shareholder Loans
• Delinquent Directors
• Companies Act Section 163
• Companies Act Section 45

Moller N.O and Another v Murray N.O and Others (2308/2021)

Moller N.O and Another v Murray N.O and Others (2308/2021) [2021] ZAMPMBHC 34 (26 July 2021)

Court

Mbombela High Court, Mpumalanga

Case number

2308/2021

Judge

Mashile

The court found that the applicants failed to establish a prima facie right to the interim relief sought. The validity of the suretyship agreement and compliance with section 45 of the Companies Act had already been considered and rejected by both the court a quo and the Supreme Court of Appeal during prior proceedings. Without a right requiring protection, the applicants could not demonstrate irreparable harm or that the balance of convenience favoured them. The prospects of success in the main application to set aside the liquidation were found to be minimal, and thus the application for in…

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• Interim Interdict
• Liquidation Proceedings
• Shareholder Rights
• Suretyship Agreement
• Companies Act Section 45

Hacker v Hartmann and Others (1415/2017)

Hacker v Hartmann and Others (1415/2017) [2019] ZAECPEHC 22 (10 April 2019)

Court

Eastern Cape High Court, Port Elizabeth

Case number

1415/2017

Judge

Majiki

High Court case on delinquent-director relief, section 45 financial assistance, and striking-out of scandalous affidavit material.

• Delinquent Director
• Financial Assistance
• Companies Act Section 45
• Derivative Action
• Board Authority
• Striking Out Scandalous Matter

Myburgh NO and Another v Standard Bank of South Africa Ltd (1429/2018; 1482/2018)

Myburgh NO and Another v Standard Bank of South Africa Ltd (1429/2018; 1482/2018) [2018] ZAFSHC 191 (7 December 2018)

Court

Free State High Court, Bloemfontein

Case number

1429/2018; 1482/2018

Judge

Mathebula

The High Court dismissed an application for leave to appeal, finding no reasonable prospects of success and no conflicting decisions to justify another appeal.

• Leave To Appeal Threshold
• Sequestration
• Companies Act Section 45
• National Credit Act Section 123
• Insolvency Act Section 12
• Leave-to-appeal

Freshvest Investments (Pty) Ltd v Marabeng (Pty) Ltd (3971/2014)

Freshvest Investments (Pty) Ltd v Marabeng (Pty) Ltd (3971/2014) [2015] ZAFSHC 149 (30 July 2015)

Court

Free State High Court, Bloemfontein

Case number

3971/2014

Judge

Jordaan, R

The court found that the respondent’s denial of liability under the finance agreements was bona fide and based on reasonable grounds. The evidence overwhelmingly indicated that the finance agreements were intended to benefit Naude Jnr. personally, not the respondent company, and that the company did not conduct farming operations or require the financed assets. The applicant was at all times aware that the funds were intended for Naude Jnr. and not the company, and the necessary shareholder resolutions required by section 45 of the Companies Act were not passed. The court held that the Turqua…

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• Company Liquidation
• Locus Standi
• Simulated Transactions
• Companies Act Section 45
• Turquand Rule