South Africa Case Law

Investec Bank Limited v Culverwell Cattle Company (Pty) Ltd (048263/2022)

Investec Bank Limited v Culverwell Cattle Company (Pty) Ltd (048263/2022) [2025] ZAGPJHC 291 (17 March 2025)

Court

South Gauteng High Court, Johannesburg

Case number

048263/2022

Judge

Mahalelo

The court found that Investec had established on a balance of probabilities that Culverwell Cattle Company is unable to pay its debts and is both commercially and factually insolvent. The application complied with the procedural requirements of section 346(4A) of the Companies Act 61 of 1973. The respondent failed to rebut the presumption of insolvency and did not demonstrate any genuine dispute of fact regarding its financial position. The court was satisfied that the requirements for a final winding up order had been met and that it was just and equitable to grant the relief sought.

Source excerpt

• Company Winding Up
• Commercial Insolvency
• Companies Act 1973
• Companies Act 2008
• Statutory Requirements For Winding Up

Kliprivier Gedeelte 8 (Pty) Ltd v Bees Winkel (Pty) Ltd (5270/2023)

Kliprivier Gedeelte 8 (Pty) Ltd v Bees Winkel (Pty) Ltd (5270/2023) [2024] ZAFSHC 202 (4 July 2024)

Court

Free State High Court, Bloemfontein

Case number

5270/2023

Judge

MB Nemavhidi

The court found that the respondent's indebtedness to the applicant was disputed on bona fide and reasonable grounds. The sale agreement for the shares was not approved by special resolution of all shareholders, failed to comply with the liquidity test, and lacked an independent report as required by the Companies Act and the MOI. The respondent's opposition was adequately substantiated, and the applicant failed to establish a clear and enforceable claim. Consequently, the requirements for a provisional winding-up order were not met.

Source excerpt

• Company Winding Up
• Creditor Standing
• Share Buyback
• Memorandum Of Incorporation
• Liquidity Test

NSP Unsgaard (Pty) Ltd v Master of the High Court, Cape Town and Another (11371/2022)

NSP Unsgaard (Pty) Ltd v Master of the High Court, Cape Town and Another (11371/2022) [2023] ZAWCHC 223 (28 August 2023)

Court

Western Cape High Court, Cape Town

Case number

11371/2022

Judge

Savage

The High Court reviewed and set aside the Master’s decision on a pre-liquidation set off, then held the set off should be disregarded under section 46 of the Insolvency Act.

• Company Winding Up
• Set Off
• Insolvency Act Section 46
• Review Of Master Decision
• Preference Of Creditors
• Insolvency

Chauchard and Others v Fire Ring Trading 15 (Pty) Ltd (Reasons) (17910/2019)

Chauchard and Others v Fire Ring Trading 15 (Pty) Ltd (Reasons) (17910/2019) [2023] ZAGPJHC 465 (12 May 2023)

Court

South Gauteng High Court, Johannesburg

Case number

17910/2019

Judge

R M Keightley

The High Court granted a provisional winding-up order after finding the respondent’s debt uncontested and satisfied that it could not pay its debts.

• Company Winding Up
• Default Judgment
• Indebtedness
• Postponement Application
• Company-winding-up
• Default-judgment

BBH Bryanston (Pty) Ltd v Mputsu Investments Holdings (8609/2022)

BBH Bryanston (Pty) Ltd v Mputsu Investments Holdings (8609/2022) [2023] ZAGPJHC 165 (27 February 2023)

Court

South Gauteng High Court, Johannesburg

Case number

8609/2022

Judge

M A Makume

The High Court confirmed a provisional winding-up order against Mputsu Investments Holdings after finding non-payment of lease arrears and dismissing preliminary objections.

• Company Winding Up
• Commercial Insolvency
• Jurisdiction Clauses
• Abuse Of Process
• Authority Of Deponent
• Company-winding-up

TN Molefe Construction (PTY) Ltd v SOKI (PTY) Ltd T/A SCM Construction (PTY) Ltd (44310/2021)

TN Molefe Construction (PTY) Ltd v SOKI (PTY) Ltd T/A SCM Construction (PTY) Ltd (44310/2021) [2022] ZAGPJHC 874 (7 November 2022)

Court

South Gauteng High Court, Johannesburg

Case number

44310/2021

Judge

Mahomed

The court found that the respondent was unable to pay its debts as contemplated by section 344(f) read with section 345(1)(c) of the Companies Act 61 of 1973. The respondent's own correspondence, including a reconciliation statement and payment proposal based on future cash flow, constituted an admission of liability and inability to pay debts as they fell due. The respondent's alleged disputes regarding defective work and breach of contract were raised only in the answering papers and were not supported by evidence, such as a notice of breach or a list of defects. The court held that these d…

Source excerpt

• Company Winding Up
• Commercial Insolvency
• Disputed Debt
• Prima Facie Case
• Legal Privilege Exception

Buba Attorneys Incorporated v Bongiveli Rail (3998/2021)

Buba Attorneys Incorporated v Bongiveli Rail (3998/2021) [2022] ZAMPMBHC 62 (28 July 2022)

Court

Mbombela High Court, Mpumalanga

Case number

3998/2021

Judge

Ratshibvumo

The High Court dismissed an application to wind up Bongiveli Rail, finding the applicant failed to prove a debt for legal services and that the dispute of fact could not be resolved on paper.

• Company Winding Up
• Creditor Claims
• Dispute Of Fact
• Mandate Agreement
• Company-winding-up
• Creditor-claims

Strydom N.O. and Another v Snowball Wealth (Pty) Ltd and Others (356/2021)

Strydom N.O. and Another v Snowball Wealth (Pty) Ltd and Others (356/2021) [2022] ZASCA 91; 2022 (5) SA 438 (SCA) (15 June 2022)

Court

Supreme Court of Appeal

Case number

356/2021

Judges

Ponnan, Van der Merwe, Hughes, Musi, Smith

The Supreme Court of Appeal held that the phrase 'not made for value' in section 26(1) of the Insolvency Act 24 of 1936 means for no value at all, not for inadequate or insufficient value. The court found that the appellants' interpretation would require significant reading-in and would lead to absurd results, such as setting aside bona fide sales at discounted prices years after the fact. The statutory context and purpose indicate that section 26(1) is intended to apply only to gratuitous dispositions, not to ordinary commercial transactions. The appeal was dismissed as the sales in question…

Source excerpt

• Insolvency Act Section 26
• Disposition Without Value
• Liquidation
• Company Winding Up
• Adequate Value
• Remedies For Creditors

Schnell NO and Others v FMI Trading (Pty) Ltd (60068/19)

Schnell NO and Others v FMI Trading (Pty) Ltd (60068/19) [2022] ZAGPPHC 387 (2 June 2022)

Court

North Gauteng High Court, Pretoria

Case number

60068/19

Judge

Pillay

The High Court granted a provisional winding-up order against FMI Trading (Pty) Ltd after finding the company was factually insolvent and the fourth applicant was a creditor.

• Company Winding Up
• Factual Insolvency
• Creditor Status
• Shareholder Loans
• Financial Statement Misrepresentation
• Company-winding-up

ARK Construction (PTY) Ltd v Veatel (PTY) Ltd (10869/2020)

ARK Construction (PTY) Ltd v Veatel (PTY) Ltd (10869/2020) [2022] ZAGPJHC 441 (3 May 2022)

Court

South Gauteng High Court, Johannesburg

Case number

10869/2020

Judge

Crutchfield

The High Court dismissed an application to wind up Veatel (Pty) Ltd, finding that its debt dispute with Ark Construction was bona fide and reasonable.

• Company Winding Up
• Bona Fide Dispute Of Indebtedness
• Creditor Preference
• Costs Award
• Companies Act 1973
• Company-winding-up