South Africa Case Law

Van Den Heever N.O and Another v Merchant Commercial Finance 1 (Pty) Ltd t/a Merchant Factors and Another (7595/2024)

Van Den Heever N.O and Another v Merchant Commercial Finance 1 (Pty) Ltd t/a Merchant Factors and Another (7595/2024) [2025] ZAWCHC 317 (29 July 2025)

Court

Western Cape High Court, Cape Town

Case number

7595/2024

Judge

Mangcu-Lockwood

The court held that sections 348 and 341(2) of the Companies Act 1973 apply to winding-up orders granted under section 130(5)(c) of the Companies Act 2008. The deeming provision in section 348 operates to fix the commencement of winding-up at the date of presentation of the application, regardless of whether the application is brought under the 1973 or 2008 Act. The payments made by JPK to Merchant after the presentation of the winding-up application are rendered void by the retrospective effect of section 341(2), as they undermine the concursus creditorum and the rights of other creditors. T…

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• Winding Up Of Companies
• Void Dispositions
• Concursus Creditorum
• Business Rescue Conversion
• Companies Act 1973
• Companies Act 2008

Pick n Pay Retailers (Pty) Ltd v Ramalho, NO and Another (946/2023)

Pick n Pay Retailers (Pty) Ltd v Ramalho, NO and Another (946/2023) [2025] ZASCA 97 (2 July 2025)

Court

Supreme Court of Appeal

Case number

946/2023

Judges

Zondi, Unterhalter, Coppin, Phatshoane, Bloem

The Supreme Court of Appeal held that the payment made to Pick n Pay by White & Case after the liquidation of Lashka was unlawful, as it disregarded the concursus creditorum established by the liquidation. The mandate to White & Case and the authority given to Pick n Pay to instruct payment terminated upon Lashka's liquidation. The payment constituted a preferential settlement of Pick n Pay's claim to the detriment of other creditors and was contrary to the principles of insolvency law. The Sale of Business Agreement was not an uncompleted executory contract requiring further performance, as…

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• Concursus Creditorum
• Insolvency Dispositions
• Liquidation
• Mandate Termination
• Preferential Payment

Roux v Fortein NO and Others (A170/2023)

Roux v Fortein NO and Others (A170/2023) [2025] ZAFSHC 167 (6 June 2025)

Court

Free State High Court, Bloemfontein

Case number

A170/2023

Judges

JP Daffue, C Reinders, I Van Rhyn

The court held that the payment made by Van Niekerk Boerdery to Roux after the commencement of liquidation proceedings constituted a disposition of property or rights of action by CRE Stropers within the meaning of section 341(2) of the Companies Act. This was ratified by Corbett, the sole member, when he deducted the amount from the invoice, thereby abandoning the corporation's right to claim the full amount from its debtor. Such conduct unfairly preferred Roux over other creditors and violated the principle of concursus creditorum. The disposition was void, and Roux was required to repay th…

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• Winding Up Of Close Corporation
• Concursus Creditorum
• Void Disposition
• Preferential Creditor Treatment
• Companies Act Section 341 2

Resilient Rock (Pty) Ltd v Voltex (Pty) Ltd t/a Atlas Group (1132/2023)

Resilient Rock (Pty) Ltd v Voltex (Pty) Ltd t/a Atlas Group (1132/2023) [2025] ZASCA 33 (31 March 2025)

Court

Supreme Court of Appeal

Case number

1132/2023

Judges

Mbatha, Kathree-Setiloane, Baartman, Vally, Molitsoane

Section 347(5) of the Companies Act 61 of 1973 imposes a peremptory prohibition on any court, including appellate courts, from granting a final winding-up order in respect of a company that is already being wound up by order of court. The full court erred in disregarding the plain meaning of section 347(5) and in concluding that its appellate jurisdiction entitled it to issue a second winding-up order with retrospective effect. The legislative intent is clear: only one winding-up order may be operative at any time, and subsequent courts must give effect to the existence of a prior order. The…

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• Winding Up Orders
• Companies Act Section 347 5
• Jurisdiction Of Appellate Courts
• Concursus Creditorum
• Interpretation Of Statutes

Muller N.O and Another v Cultigrain (Pty) Ltd (1916/2023)

Muller N.O and Another v Cultigrain (Pty) Ltd (1916/2023) [2025] ZAWCHC 115 (17 March 2025)

Court

Western Cape High Court, Cape Town

Case number

1916/2023

Judge

Holderness

High Court ruling on void dispositions under section 341(2) of the Companies Act, distinguishing payments for pre- and post-concursus deliveries.

• Winding Up
• Voidable Dispositions
• Executory Contracts
• Companies Act 1973
• Concursus Creditorum
• Winding-up

Mutual Heights Body Corporate v Red Socks Investments (Pty) Ltd (Golden Loop Trading 21 CC Intervening) (15610/2023)

Mutual Heights Body Corporate v Red Socks Investments (Pty) Ltd (Golden Loop Trading 21 CC Intervening) (15610/2023) [2025] ZAWCHC 13 (17 January 2025)

Court

Western Cape High Court, Cape Town

Case number

15610/2023

Judge

Mangcu-Lockwood

The court found that the payment of R3 190 000 by Kleynhans, whether in his personal capacity or via Golden Loop, did not extinguish the applicant's claim nor demonstrate Red Socks' solvency. The payment was made after the provisional liquidation order and without the involvement of the provisional liquidator, failing to protect the interests of other creditors and the liquidator. The applicant remains a prospective creditor for recurrent levies, and Red Socks' repeated failure to pay debts, lack of financial disclosure, and existence of other creditors support a finding of commercial insolve…

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• Company Liquidation
• Sectional Title Debt
• Intervention Application
• Locus Standi
• Concursus Creditorum

Macneil Plastics (Pty) Ltd v Van den Heever N O and Others (906/2023)

Macneil Plastics (Pty) Ltd v Van den Heever N O and Others (906/2023) [2024] ZASCA 181 (20 December 2024)

Court

Supreme Court of Appeal

Case number

906/2023

Judges

Zondi DP, Kgoele JA, Gorven AJJA, Makume AJJA, Chili AJJA

The Supreme Court of Appeal held that payments made by a company after the commencement of liquidation are void under s 341(2) of the Companies Act 61 of 1973 and cannot be validated by a subsequent order placing the company in business rescue. The business rescue order under s 131(6)(b) of the Companies Act 71 of 2008 merely suspends liquidation proceedings; it does not terminate or set aside the liquidation order. The concursus creditorum established by liquidation remains unaffected, and the rights of creditors cannot be altered by subsequent business rescue proceedings. There is no statut…

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• Company Liquidation
• Business Rescue
• Void Dispositions
• Concursus Creditorum
• Statutory Interpretation

Van Zyl N.O and Another v Cometa Trading (Pty) Ltd (4425/24)

Van Zyl N.O and Another v Cometa Trading (Pty) Ltd (4425/24) [2024] ZAWCHC 368 (14 November 2024)

Court

Western Cape High Court, Cape Town

Case number

4425/24

Judge

Montzinger

The court found that the funds in Senqu’s bank account legally belonged to Senqu, as there was no agreement with the bank to treat the funds as Cometa’s. The transfer of R710,763.92 occurred after the commencement of winding-up and thus constituted a voidable disposition under s 341(2) of the Companies Act 61 of 1973. The fact that the transfer was executed by a representative of Cometa did not alter the legal position, as the law attaches no significance to the identity of the person effecting the transfer in determining ownership. The court declined to exercise its discretion to validate th…

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• Winding Up Of Companies
• Voidable Dispositions
• Concursus Creditorum
• Bank Account Ownership
• Judicial Discretion Under Companies Act

Cooper N.O and Others v Blue Label Distributions (2022/5762)

Cooper N.O and Others v Blue Label Distributions (2022/5762) [2024] ZAGPJHC 615; [2024] 3 All SA 800 (GJ) (2 July 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2022/5762

Judge

Maier-Frawley

The court found that the payments made by CBP to Blue Label after provisional liquidation were not ring-fenced for suppliers and were deposited into Blue Label's general bank account, over which Blue Label had sole disposal rights. Blue Label benefitted from the payments by earning commission and improving its position, thus it was not a mere conduit. The payments constituted void dispositions under section 341(2) of the Companies Act, as they were made after the establishment of the concursus creditorum and preferred Blue Label above other creditors. The court held that the liquidators were…

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• Winding Up Of Company
• Void Dispositions
• Concursus Creditorum
• Preferential Payments
• Companies Act Section 341
• Insolvency Act Interpretation

Murray and Others NNO v Ntombela and Others (729/2022)

Murray and Others NNO v Ntombela and Others (729/2022) [2024] ZASCA 24; [2024] 2 All SA 342 (SCA); 2024 (4) SA 95 (SCA) ( (14 March 2024)

Court

Supreme Court of Appeal

Case number

729/2022

Judges

Petse, Mabindla-Boqwana, Molefe, Kathree-Setiloane, Keightley

The Supreme Court of Appeal held that a Rule 53 record had to be produced in a review of liquidators’ decision to resile from a property sale, and dismissed the appeal.

• Uniform Rule 53
• Judicial Review
• Liquidation Procedure
• Specific Performance
• Concursus Creditorum
• Rule-53-record