South Africa Case Law

Masibuyisane Services (Pty) Ltd v Eqstra Corporation (Pty) Ltd (1245/2019)

Masibuyisane Services (Pty) Ltd v Eqstra Corporation (Pty) Ltd (1245/2019) [2020] ZASCA 159 (1 December 2020)

Court

Supreme Court of Appeal

Case number

1245/2019

Judges

Maya, Dlodlo, Nicholls, Matojane, Sutherland

The Supreme Court of Appeal held that the conversion of a close corporation into a company does not create a new juristic person; rather, the same legal entity continues to exist in a different corporate form. Statutory provisions explicitly provide for continuity of rights, obligations, and personality. The misdescription of the entity in the suretyship as a close corporation, when it was in fact a company, does not invalidate the contract. The directors and members acted for the same entity throughout, and the appellant's attempt to repudiate the suretyship on grounds of nomenclature is wit…

Source excerpt

• Conversion Of Close Corporation
• Juristic Personality Continuity
• Suretyship Validity
• Rescission Of Judgment

Skillfull 1059 (Pty) Limited v Eastern Cape Liquor Board and Another (2851/2017)

Skillfull 1059 (Pty) Limited v Eastern Cape Liquor Board and Another (2851/2017) [2018] ZAECPEHC 35 (31 July 2018)

Court

Eastern Cape High Court, Port Elizabeth

Case number

2851/2017

Judge

G G Goosen

The court held that conversion of a close corporation to a company does not trigger a liquor-rights transfer under section 22(11) of the Eastern Cape Liquor Act.

• Conversion Of Close Corporation
• Certificate Of Registration Amendment
• Ultra Vires Powers
• Statutory Interpretation
• Principle Of Legality
• Administrative-law

Skillfull 1059 (Pty) Ltd v Eastern Cape Liquor Board and Another (2851/2017)

Skillfull 1059 (Pty) Ltd v Eastern Cape Liquor Board and Another (2851/2017) [2018] ZAECPEHC 38 (31 July 2018)

Court

Eastern Cape High Court, Port Elizabeth

Case number

2851/2017

Judge

G G Goosen

The court held that conversion of a close corporation to a company does not trigger a liquor-rights transfer under section 22(11) of the Eastern Cape Liquor Act.

• Conversion Of Close Corporation
• Certificate Of Registration Amendment
• Ultra Vires
• Interpretation Of Statutes
• Regulatory Authority Powers
• Corporate-conversion

Pearl Construction (Pty) Ltd v Seabo Construction, Plumbing and Business Ventures CC (1597/2013)

Pearl Construction (Pty) Ltd v Seabo Construction, Plumbing and Business Ventures CC (1597/2013) [2013] ZAFSHC 168 (26 September 2013)

Court

Free State High Court, Bloemfontein

Case number

1597/2013

Judge

S. J. Thamage

The court found that the applicant failed to establish that the respondent was unable to pay its debts, actually insolvent, or that it was just and equitable to liquidate the respondent. The conversion from close corporation to company did not affect the applicant's locus standi or the citation of the respondent, as legal proceedings may continue against the company for conduct prior to conversion. The respondent demonstrated that the claim was disputed on bona fide and reasonable grounds, and the dispute should be resolved by trial action rather than liquidation proceedings. The applicant di…

Source excerpt

• Provisional Liquidation
• Commercial Insolvency
• Conversion Of Close Corporation
• Just And Equitable Winding Up