Bahre and Others v Royale Energy Ltd (73663/2010)
Bahre and Others v Royale Energy Ltd (73663/2010) [2012] ZAGPPHC 304 (23 November 2012)
The court found that the settlement agreement was unenforceable because it did not comply with the non-variation clause of the shareholders agreement, was not signed by all required parties, and failed to meet statutory and contractual prerequisites for the acquisition of own shares by the company. The articles of association did not permit such acquisition, and no substantial majority approved the transaction as required. The applicants failed to establish the existence of a tacit term allowing variation in the context of a labour dispute, and their reliance on estoppel and public policy was…
Source excerpt
- Shareholders Agreement
- Non Variation Clause
- Company Acquisition Of Own Shares
- Settlement Agreement Enforceability
- Winding Up On Just And Equitable Ground
- Estoppel