South Africa Case Law

Morebudi and Others v Barker and Others (A233/2022)

Morebudi and Others v Barker and Others (A233/2022) [2025] ZAGPPHC 348 (17 March 2025)

Court

North Gauteng High Court, Pretoria

Case number

A233/2022

Judges

Basson, Mahosi, Ntuli

The court held that parties cannot contract out of the statutory provisions of section 81(1)(d) of the Companies Act. Any clause in a shareholders' agreement or joint venture agreement that purports to oust the court's jurisdiction to order winding-up is invalid to the extent of its inconsistency with the Act. The arbitration clause does not preclude the court from adjudicating the winding-up application, especially where the dispute is legal rather than factual and the prescribed dispute resolution process is ineffective. The deadlock between directors and shareholders is complete and irreco…

Source excerpt

• Winding Up Of Company
• Deadlock Between Shareholders
• Contractual Ouster Of Jurisdiction
• Arbitration Clause
• Just And Equitable Ground
• Companies Act Section 81

Rontgen N.O and Others v African Bell Tent Company (22123/23)

Rontgen N.O and Others v African Bell Tent Company (22123/23) [2025] ZAWCHC 32 (6 February 2025)

Court

Western Cape High Court, Cape Town

Case number

22123/23

Judge

Z.L. Mapoma

The High Court ordered African Bell Tent Company’s final winding up after finding a director-shareholder deadlock that made the business unworkable.

• Company Deadlock
• Just And Equitable Winding Up
• Shareholder Disputes
• Fiduciary Duties
• Companies Act Section 81
• Company-deadlock

Victor v MCG Industries (Pty) Ltd and Others (47449/20)

Victor v MCG Industries (Pty) Ltd and Others (47449/20) [2021] ZAGPPHC 860 (14 December 2021)

Court

North Gauteng High Court, Pretoria

Case number

47449/20

Judge

Van der Schyff

The High Court dismissed a shareholder dispute application under section 163 of the Companies Act and refused the alternative winding-up relief.

• Oppressive Conduct
• Shareholder Loans
• Winding Up
• Companies Act Section 163
• Companies Act Section 81
• Shareholder-oppression

Malgas v Onega Investment CC and Others (1003/2020)

Malgas v Onega Investment CC and Others (1003/2020) [2021] ZAECGHC 15 (18 February 2021)

Court

Eastern Cape High Court, Grahamstown

Case number

1003/2020

Judge

J E Smith

The High Court confirmed the final winding up of a close corporation after finding member deadlock, breakdown of trust, and just and equitable grounds.

• Just And Equitable Winding Up
• Deadlock
• Close Corporation Management
• Member Oppression
• Companies Act Section 81
• Just-and-equitable-winding-up

Kriedmann and Another v One Vision Investments 139 (Pty) Ltd and Others (850/2018)

Kriedmann and Another v One Vision Investments 139 (Pty) Ltd and Others (850/2018) [2018] ZAECELLC 11 (13 December 2018)

Court

Eastern Cape High Court, East London Local Court

Case number

850/2018

Judge

Roberson

The court found that the relationship between the directors and shareholders of One Vision Investments 139 (Pty) Ltd, all siblings, had irretrievably broken down, resulting in a lack of trust and confidence similar to a partnership dissolution. The evidence showed that communication between the directors was impossible, with no directors' meetings since 2014 and exclusion of one director from company affairs. The court accepted that the company operated as a quasi-partnership and that the breakdown of personal relations rendered it just and equitable to wind up the company. The court exercise…

Source excerpt

• Just And Equitable Winding Up
• Companies Act Section 81
• Quasi Partnership
• Director Deadlock
• Fiduciary Duty