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South Africa decisions
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Van Der Watt v Schoeman and Others (3393/2022) [2023] ZAECQBHC 61; 2024 (1) SA 531 (ECGq) (12 October 2023)
The High Court held that section 163 applies to equal shareholders in deadlock, found oppressive and prejudicial conduct, and ordered a fair-value share buy-out.
Sheer and Others v Buddy Whiteman Engraving CC and Another (21/34078) [2022] ZAGPJHC 521 (5 August 2022)
The High Court granted final winding up of a close corporation after finding an irretrievable breakdown and deadlock between equal members.
Malgas v Onega Investment CC and Others (1003/2020) [2021] ZAECGHC 15 (18 February 2021)
The High Court confirmed the final winding up of a close corporation after finding member deadlock, breakdown of trust, and just and equitable grounds.
Rajay and Another v Zwene Insurance Brokers (Pty) Ltd (2018/42821) [2019] ZAGPJHC 366 (11 September 2019)
The court found that the first applicant was the beneficial owner of 40% of the shares in the respondent, with Pillay acting as nominee. The evidence, including agreements, minutes, and correspondence, established the first applicant's entitlement and involvement in management and dividends. The respondent's refusal to register the first applicant as shareholder and the breakdown in relations constituted deadlock and oppressive conduct. The sale of shares from Pillay to Reddy was void ab initio due to breach of the nominee agreement and lack of communication with the first applicant. The cour…
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Du Plessis v Bonnox Proprietary Limited and Another (A695/2016, 48111/2014) [2019] ZAGPPHC 515 (18 April 2019)
The court found that the relationship between the parties had irretrievably broken down, but no deadlock existed at board level and the company was solvent with its substratum intact. The evidence did not support the partnership analogy or oppression sufficient to justify winding-up. The appellant failed to establish grounds under section 163 for relief based on oppression or unfair prejudice. However, the court determined that a clean break between the parties was necessary and that the appellant should be directed to purchase the second respondent's shares at a fair and reasonable value, wi…
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Niland v Huntershill Safari CC and Another (5622/2015) [2016] ZAECGHC 102 (12 October 2016)
The court found that Huntershill Safari CC was a small domestic corporation formed on the basis of a personal relationship involving mutual confidence between the applicant and the second respondent. The relationship had irretrievably broken down due to the respondent's affair with the applicant's wife and subsequent conduct, as well as the applicant's later breach of fiduciary duties. The court determined that the breakdown of trust and confidence made it impossible for the members to cooperate in the conduct of the corporation's affairs, as required by the association agreement. The respond…
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Ravinsky and Another v Gossel and Another (10/20152) [2012] ZAGPJHC 82 (13 April 2012)
The High Court dismissed an appeal for winding up a profitable company, finding no just and equitable basis for liquidation and no sufficient deadlock.
Budge NO and Others v Midnight Storm Investments 256 (Pty) Ltd and Another, Budge NO v Wavelengths 1147 and Another (2011/27316, 2011/14531) [2011] ZAGPJHC 167; 2012 (2) SA 28 (GSJ) (15 November 2011)
The High Court held that the just and equitable ground for winding up under the 2008 Companies Act remains broad and granted final winding-up orders.
Ferreira v Executors of Estate Late Halse NO and Others (1461/2009, 1200/2010) [2010] ZAKZDHC 62 (25 June 2010)
Minority shareholder sought winding up and alternative relief under section 252, but the court found his own conduct caused the deadlock and dismissed the application.
Bagwandin v Pure Performance Properties (Pty) Ltd (4431/2009) [2010] ZAKZDHC 9 (10 March 2010)
The court dismissed a just-and-equitable winding-up application, holding that the alleged deadlock over sale of the company’s property was unsound and premature.
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