South Africa Case Law

Dineam Trade (Pty) Ltd v Sumali Investments 101 (Pty) Ltd (2022/54688)

Dineam Trade (Pty) Ltd v Sumali Investments 101 (Pty) Ltd (2022/54688) [2025] ZAGPJHC 116 (13 February 2025)

Court

South Gauteng High Court, Johannesburg

Case number

2022/54688

Judge

Thupaatlase

The court found that the applicant failed to establish reasonable prospects of success for leave to appeal against the dismissal of the provisional liquidation application. The respondent provided sufficient security for the alleged debt, and the applicant had collected rental from the property for a decade, undermining its claim for refund. The alleged fraud was not substantiated, and the inability to transfer ownership did not constitute fraud. The court emphasized that liquidation proceedings should not be used as a debt collection mechanism where the debt is bona fide disputed. The legal…

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• Provisional Liquidation
• Company Insolvency
• Fraud Allegations
• Leave To Appeal
• Contract Of Sale

Spanogiannis and Another v Emgeo and Another (2024/135403)

Spanogiannis and Another v Emgeo and Another (2024/135403) [2024] ZAGPJHC 1274 (16 December 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2024/135403

Judge

Adams

Urgent winding-up application granted after the court found Emgeo unable to pay its debts and held that shareholder deadlock made winding up just and equitable.

• Winding Up
• Deadlock Principle
• Just And Equitable Ground
• Company Insolvency
• Loan Agreement Breach
• Winding-up

RM Beton CC v RCS Formcon (Pty) Ltd (3063/2021)

RM Beton CC v RCS Formcon (Pty) Ltd (3063/2021) [2022] ZAFSHC 71 (4 February 2022)

Court

Free State High Court, Bloemfontein

Case number

3063/2021

Judge

Daniso

The court found that the respondent's refusal to pay the applicant's account was not based on legitimate or bona fide grounds. The respondent's alleged counterclaim was not supported by any instituted action and did not constitute a genuine dispute of the debt. The respondent had acknowledged the debt and its inability to pay at the time it was due. The applicant was not required to prove insolvency, and the respondent's financial statements did not negate its admission of inability to pay. The statutory letter of demand was deemed properly delivered, as the respondent had received and replie…

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• Winding Up Of Company
• Statutory Letter Of Demand
• Company Insolvency
• Counterclaim Defence

Furniture Bargaining Council v AXZS Industries (Pty) Ltd Trading as Don Elly Enterprises (2018/40163)

Furniture Bargaining Council v AXZS Industries (Pty) Ltd Trading as Don Elly Enterprises (2018/40163) [2019] ZAGPJHC 457; [2020] 1 All SA 391 (GJ); 2020 (2) SA 215 (GJ) (11 October 2019)

Court

South Gauteng High Court, Johannesburg

Case number

2018/40163

Judge

P.N. Levenberg

The court held that the commencement of a voluntary winding-up after the initiation of a compulsory winding-up application does not prevent the court from granting a compulsory winding-up order. The compulsory winding-up is deemed to have commenced at the date of the application, and any subsequent voluntary winding-up is ineffective and void. The Respondent's conduct in commencing a voluntary winding-up was found to be an abuse of process intended to frustrate the compulsory winding-up and avoid investigation into possible wrongdoing. The court found the Respondent to be commercially insolve…

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• Compulsory Winding Up
• Voluntary Winding Up
• Collective Bargaining Agreement
• Company Insolvency
• Abuse Of Process

Civil Engineering Development CC v Blue Horizon Investments 11 (Pty) Ltd (Cranbrook (Pty) Ltd and Another Intervening) (28463/2016)

Civil Engineering Development CC v Blue Horizon Investments 11 (Pty) Ltd (Cranbrook (Pty) Ltd and Another Intervening) (28463/2016) [2017] ZAGPPHC 398 (29 June 2017)

Court

North Gauteng High Court, Pretoria

Case number

28463/2016

Judge

E. M. Kubushi

The court found that neither Cranbrook nor Mapundi established reasonable prospects for rescuing Blue Horizon. The evidence presented was speculative, lacking substantiation, and did not demonstrate viable contracts or timeframes for proposed projects. The Development Bank's position was inconclusive, and the supplementary affidavit was inadmissible. The property value was insufficient to satisfy the major creditor, and there was no evidence of how other debts or the business rescue practitioner's remuneration would be addressed. The intervention applications were granted, but the business re…

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• Business Rescue
• Winding Up
• Creditor Claims
• Intervention Application
• Reasonable Prospect
• Company Insolvency

Msizi and Another v Watt Energy (RF) (Pty) Limited and Another; In re: Cennergi (Pty) Limited and Another v Watt Energy (RF) (Pty) Limited (1036/2015)

Msizi and Another v Watt Energy (RF) (Pty) Limited and Another; In re: Cennergi (Pty) Limited and Another v Watt Energy (RF) (Pty) Limited (1036/2015) [2015] ZAECGHC 94 (22 September 2015)

Court

Eastern Cape High Court, Grahamstown

Case number

1036/2015

Judge

J.D. Pickering

The court found that the relationship between Msizi and Scheepers, as shareholders and directors of Watt Energy, had irreparably broken down, resulting in dysfunctional management and inability to fulfil key obligations, such as providing audited financial statements. This breakdown was not solely attributable to Msizi, and both parties contributed to the untenable situation. The court held that, analogous to partnership law, the destruction of mutual trust and confidence justified winding up on just and equitable grounds under section 81(1)(d)(iii) of the Companies Act 71 of 2008. Additional…

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• Just And Equitable Winding Up
• Shareholder Dispute
• Deadlock Principle
• Loan Agreement Breach
• Company Insolvency

FHB Du Pisani Riviera Boerdery BK v Big Sky Carriers (Pty) Ltd (3197/2014)

FHB Du Pisani Riviera Boerdery BK v Big Sky Carriers (Pty) Ltd (3197/2014) [2014] ZAFSHC 205 (11 December 2014)

Court

Free State High Court, Bloemfontein

Case number

3197/2014

Judge

Kruger, R

The court found that the respondent's opposition to the liquidation application was based on bona fide and reasonable grounds, specifically the contention that the debt was not yet due and payable due to a suspensive condition in the contract. The applicant failed to establish a prima facie case of insolvency under section 344(f) of the Companies Act, as the respondent's version regarding the payment condition could not be rejected on the papers. The applicant did not properly rely on section 344(c) in its founding affidavit, and the respondent was not called upon to answer that ground. The c…

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• Provisional Liquidation
• Company Insolvency
• Creditor Claims
• Just And Equitable Winding Up

FHB Du Pisani Riviera Boerdery BK v Big Sky Carriers (Pty) Ltd (3197/2014)

FHB Du Pisani Riviera Boerdery BK v Big Sky Carriers (Pty) Ltd (3197/2014) [2014] ZAFSHC 229 (4 December 2014)

Court

Free State High Court, Bloemfontein

Case number

3197/2014

Judge

Kruger, R

Application for provisional liquidation postponed sine die where the alleged debt was disputed on bona fide grounds and section 344(c) had not been pleaded.

• Provisional Liquidation
• Company Insolvency
• Creditor Claims
• Discretionary Liquidation
• Commercial Contracts
• Provisional-liquidation

James and Others v Kimostar (Proprietary) Limited (3172/13)

James and Others v Kimostar (Proprietary) Limited (3172/13) [2013] ZAKZPHC 71 (6 September 2013)

Court

Kwazulu-Natal High Court, Pietermaritzburg

Case number

3172/13

Judge

Mbatha

High Court granted provisional liquidation against a company for unpaid lease debt, rejecting an alleged oral variation and finding no bona fide factual dispute.

• Provisional Liquidation
• Lease Agreement Breach
• Company Insolvency
• Non Variation Clause
• Provisional-liquidation
• Company-insolvency

Moodliar NO and Others v Hendricks NO and Others (7403/2009)

Moodliar NO and Others v Hendricks NO and Others (7403/2009) [2009] ZAWCHC 153; 2011 (2) SA 199 (WCC) (8 September 2009)

Court

Western Cape High Court, Cape Town

Case number

7403/2009

Judge

Davis

The court found that, although there were disputes regarding strict compliance with service requirements under section 346(4)(a), there was substantial compliance, particularly with SARS. The financial position of Cape Kingdom was tenuous, with liabilities far exceeding assets, even on the respondents' own figures. The powers sought by the applicants were necessary for the proper administration of the company, given the lack of cooperation from Stander and the complexity of the issues, including the need for legal advice and the ability to terminate leases and contracts. The court held that t…

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• Provisional Liquidation
• Powers Of Liquidator
• Service Requirements
• Creditor Standing
• Company Insolvency