South Africa Case Law

Joyco (Pty) Limited v WV Squared (Pty) Limited and Others (2024-137245)

Joyco (Pty) Limited v WV Squared (Pty) Limited and Others (2024-137245) [2025] ZAGPJHC 131 (21 February 2025)

Court

South Gauteng High Court, Johannesburg

Case number

2024-137245

Judge

Adams

The court found that Joyco failed to establish any protectable interest in confidential information or a corporate opportunity. The Caliburn B6000 vape and its manufacturer UWELL were not confidential, and Joyco had consciously decided not to pursue the white label business. The respondents were not subject to any restraint of trade and were entitled to compete. The applicant's business methods and customer information were not unique or confidential. Furthermore, the urgency relied upon by Joyco was self-created, as it delayed for several months before launching the application. Accordingly,…

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• Urgent Interdict
• Unlawful Competition
• Confidential Information
• Springboarding
• Corporate Opportunity
• Restraint Of Trade

Atlas Park Holdings (Pty) Ltd v Tailifts South Africa (Pty) Ltd (28817/2020)

Atlas Park Holdings (Pty) Ltd v Tailifts South Africa (Pty) Ltd (28817/2020) [2022] ZAGPJHC 109; 2022 (5) SA 127 (GJ); [2022] 4 All SA 28 (GJ) (21 February 2022)

Court

South Gauteng High Court, Johannesburg

Case number

28817/2020

Judge

Spilg

High Court refused to validate lease agreements under Companies Act s 75(8), finding material non-disclosure, conflict of interest, and misuse of a corporate opportunity.

• Companies Act Section 75
• Conflict Of Interest
• Corporate Opportunity
• Fiduciary Duty
• Disclosure Requirements
• Director Liability

CMT Transport (Pty) Ltd and Another v Findaload (Pty) Ltd and Others (584/2019)

CMT Transport (Pty) Ltd and Another v Findaload (Pty) Ltd and Others (584/2019) [2020] ZAFSHC 82 (22 April 2020)

Court

Free State High Court, Bloemfontein

Case number

584/2019

Judge

C J Musi

The court found that the applicants failed to demonstrate reasonable prospects of success for leave to appeal. The evidence showed that the second applicant, while still a director and CEO of the first respondent, colluded to divert business and used information obtained in his capacity to benefit the first applicant, in breach of his fiduciary duty. The court held that the fiduciary duty survives resignation and applies to the conduct alleged. The orders granted were not overbroad, as they only restricted the applicants from doing business with existing clients of the first respondent at the…

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• Fiduciary Duty Of Directors
• Breach Of Confidence
• Corporate Opportunity
• Interdict
• Costs Order

Freedom Property Fund Limited and Another v Stavridis and Others (3396/2016)

Freedom Property Fund Limited and Another v Stavridis and Others (3396/2016) [2017] ZAECGHC 133; [2018] 3 All SA 550 (ECG) (24 May 2017)

Court

Eastern Cape High Court, Grahamstown

Case number

3396/2016

Judge

T Malusi

The court held that, except for the third exception, the plaintiffs' particulars of claim were not vague and embarrassing and disclosed valid causes of action. Joinder of certain defendants was permissible as a matter of convenience, and legal terms used in the pleadings were standard and not excipiable. The allegations regarding director disqualification, beneficial interest in trusts, and diversion of corporate opportunities were legally sustainable, provided the pleadings were read holistically. The calculation of damages in the delictual claim was pragmatically appropriate. The third exce…

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• Joinder Of Parties
• Fiduciary Duties
• Corporate Opportunity
• Misrepresentation
• Vague And Embarrassing Pleading
• Director Disqualification

Kruger Investments Group Limited and Another v Nuberry Holdings Limited and Others (14184/15)

Kruger Investments Group Limited and Another v Nuberry Holdings Limited and Others (14184/15) [2015] ZAWCHC 159 (30 October 2015)

Court

Western Cape High Court, Cape Town

Case number

14184/15

Judge

Van Rooyen

The court found that Nuberry is the legal owner of the shares and loan claims in Tyrecor and Falck for purposes of attachment, as Nuberry is the registered shareholder in the securities registers pursuant to the Companies Act. The applicants' claim to ownership based on constructive trust does not confer automatic ownership; a court order is required to establish such rights. The attachment of Nuberry's assets is effective and justified, as the shares and claims exist and are capable of being transferred to the applicants if they succeed in the main action. The interim interdict and attachmen…

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• Attachment Ad Fundandam Jurisdictionem
• Fiduciary Duties Of Directors
• Constructive Trust
• Corporate Opportunity
• Interim Interdict

Da Silva and Others v C H Chemicals (Pty) Ltd (304/2007)

Da Silva and Others v C H Chemicals (Pty) Ltd (304/2007) [2008] ZASCA 110; 2008 (6) SA 620 (SCA) ; [2009] 1 All SA 216 (SCA) (23 September 2008)

Court

Supreme Court of Appeal

Case number

304/2007

Judges

Scott, Farlam, Cameron, Cachalia, Leach

The Supreme Court of Appeal held that most fiduciary-duty and competition claims failed, but upheld liability for the LLDPE transaction and remitted damages.

• Director Fiduciary Duty
• Corporate Opportunity
• Unlawful Competition
• Damages
• Joint Venture
• Restraint Of Trade

Gumede and Others v Subel and Others (429/2004)

Gumede and Others v Subel and Others (429/2004) [2005] ZASCA 91; [2006] 3 All SA 411 (SCA); 2006 (3) SA 498 (SCA) (27 September 2005)

Court

Supreme Court of Appeal

Case number

429/2004

Judges

Mpati DP, Scott JA, Brand JA, Lewis JA, Cachalia AJA

The Supreme Court of Appeal held that the commissioner was entitled, and indeed obliged, to order the production of documents that were reasonably believed to be relevant to the affairs of ACT under s 417 of the Companies Act. The bare assertion of confidentiality by the appellants did not suffice to override the public interest and creditors' rights in uncovering the truth about the company's collapse. The right to privacy, while constitutionally protected, may be justifiably limited where relevance is established. The court found no irregularity or improper motive in the commissioner's ruli…

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• Companies Act Section 417
• Right To Privacy
• Production Of Documents
• Corporate Opportunity
• Review Of Commissioner Decision

Phillips v Fieldstone Africa (Pty) Ltd and Another (516/02)

Phillips v Fieldstone Africa (Pty) Ltd and Another (516/02) [2003] ZASCA 137; [2004] 1 All SA 150 (SCA); 2004 (3) SA 465 (SCA); (2004) 25 ILJ 1005 (SCA) (28 November 2003)

Court

Supreme Court of Appeal

Case number

516/02

Judges

MPATI DP, STREICHER JA, FARLAM JA, HEHER JA, MOTATA AJA

The Supreme Court of Appeal held that the appellant, as lead principal and representative of the respondents in the Safika assignment, occupied a position of trust and owed fiduciary duties to the respondents. These duties included promoting the respondents' interests and disclosing opportunities arising in the course of his employment. The appellant breached his fiduciary duty by failing to inform the respondents of the offer to acquire shares in Safika, acquiring the shares for himself without their consent, and placing himself in a position of conflict between his personal interests and hi…

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• Fiduciary Duty
• Corporate Opportunity
• Employment Contract
• Disgorgement Of Profits
• Conflict Of Interest