South Africa Case Law

Meisel and Another v Sweet Sue Investments CC and Another (2020/7700)

Meisel and Another v Sweet Sue Investments CC and Another (2020/7700) [2025] ZAGPJHC 168 (20 February 2025)

Court

South Gauteng High Court, Johannesburg

Case number

2020/7700

Judge

Raubenheimer

The High Court granted final winding up of a close corporation after finding an irretrievable deadlock between equal members and compliance with service requirements.

• Close Corporation Liquidation
• Deadlock Between Members
• Just And Equitable Winding Up
• Service Of Process
• Association Agreement
• Close-corporation-liquidation

Dry v Guest Village Little Dreams CC and Another (M255/21; M256/21)

Dry v Guest Village Little Dreams CC and Another (M255/21; M256/21) [2024] ZANWHC 148 (19 June 2024)

Court

North West High Court, Mafikeng

Case number

M255/21; M256/21

Judge

A Reddy

The High Court refused final liquidation orders for two close corporations, finding the dispute between the Dry parties did not justify winding-up on just and equitable grounds.

• Close Corporation Liquidation
• Deadlock Between Members
• Just And Equitable Winding Up
• Counter Application Section 36
• Lis Alibi Pendens
• Close-corporation-liquidation

Chetty v Gihwala and Another (D3187/2022)

Chetty v Gihwala and Another (D3187/2022) [2024] ZAKZDHC 25 (18 March 2024)

Court

Kwazulu-Natal High Court, Durban

Case number

D3187/2022

Judge

Sipunzi AJ

The court granted a provisional winding-up of a close corporation after finding a deadlock between equal members in a property-investment venture.

• Winding Up Of Close Corporation
• Deadlock Between Members
• Just And Equitable Ground
• Members Interest
• Statutory Compliance
• Winding-up-of-close-corporation

Van Der Westhuizen v Van Der Westhuizen and Others (24614/2022)

Van Der Westhuizen v Van Der Westhuizen and Others (24614/2022) [2024] ZAGPPHC 15 (8 January 2024)

Court

North Gauteng High Court, Pretoria

Case number

24614/2022

Judge

Nyathi

The court found that the relationship between the applicant and first respondent, both brothers and members of the close corporations, had irretrievably broken down, resulting in a deadlock that rendered the corporations incapable of functioning as intended. The respondents failed to provide any substantive legal defence to counter the application. The court considered the broad discretion afforded under the just and equitable ground for winding up, as well as the clean hands principle, and determined that the circumstances justified final liquidation of both Trackstar Trading 20 CC and HM &…

Source excerpt

• Winding Up Of Solvent Companies
• Deadlock Between Members
• Just And Equitable Basis
• Close Corporations Act
• Clean Hands Principle

Dry v Guest Village Little Dreams CC and Another (M255/21;M256/21)

Dry v Guest Village Little Dreams CC and Another (M255/21;M256/21) [2023] ZANWHC 131 (7 August 2023)

Court

North West High Court, Mafikeng

Case number

M255/21;M256/21

Judge

A Reddy

The court found that the applicants failed to ensure competent and effective service of the provisional liquidation orders on all employees and trade unions as required by section 346(4A) and section 346A of the Companies Act. The evidence presented, including supplementary affidavits and sheriff's returns, was insufficient to demonstrate strict compliance, particularly in relation to Juandry Eiendomme CC where employees were not properly notified. The court emphasized that it lacks inherent power to condone non-compliance with these statutory requirements. As a result, the final winding up o…

Source excerpt

• Winding Up Of Close Corporations
• Service Of Process
• Compliance With Companies Act
• Deadlock Between Members

Van Zyl v Boat Lodge Investments CC & others (9417/2019P)

Van Zyl v Boat Lodge Investments CC & others (9417/2019P) [2021] ZAKZPHC 29 (31 May 2021)

Court

Kwazulu-Natal High Court, Pietermaritzburg

Case number

9417/2019P

Judge

Henriques

The court found that the relationship between the applicant and the intervening parties had irretrievably broken down, resulting in a deadlock in the management of the respondent close corporation. The business purpose of the respondent could no longer be achieved, and the parties were unable to cooperate or resolve outstanding issues. The applicant held a majority member's interest and had locus standi to bring the application. Procedural requirements for service were met, and any prejudice to the intervening parties was cured by their intervention. The intervening parties failed to establis…

Source excerpt

• Just And Equitable Winding Up
• Deadlock Between Members
• Close Corporation Liquidation
• Intervention Application
• Locus Standi
• Service Of Process

Madise v Maswikeng Transport CC and Others (22250/2018)

Madise v Maswikeng Transport CC and Others (22250/2018) [2018] ZAGPPHC 435 (18 May 2018)

Court

North Gauteng High Court, Pretoria

Case number

22250/2018

Judge

N Kollapen

The High Court dismissed an urgent bid to end a close corporation member’s interest, holding that the applicant had not proved grounds under section 36.

• Close Corporations Act Section 36
• Deadlock Between Members
• Cessation Of Membership
• Unauthorised Payments
• Onus Of Proof
• Urgent Application Procedure

B and Another v Start-Up Properties 102 CC and Another (59073/2016)

B and Another v Start-Up Properties 102 CC and Another (59073/2016) [2017] ZAGPPHC 492 (8 August 2017)

Court

North Gauteng High Court, Pretoria

Case number

59073/2016

Judge

Hughes

The High Court ordered the liquidation of a close corporation after finding a breakdown of trust and deadlock between members and declined punitive costs.

• Close Corporation Liquidation
• Just And Equitable Winding Up
• Deadlock Between Members
• Lack Of Confidence In Management
• Close-corporation-liquidation
• Just-and-equitable-winding-up

Jacobus and Others v Van der Merwe and Others (27801/14)

Jacobus and Others v Van der Merwe and Others (27801/14) [2016] ZAGPJHC 283 (30 August 2016)

Court

South Gauteng High Court, Johannesburg

Case number

27801/14

Judge

RE Monama

The court found that the applicants failed to demonstrate that the liquidation order was erroneously sought or granted. The applicants did not provide a bona fide defence to the liquidation, nor did they dispute the existence of a deadlock between members or the inability of the close corporation to pay its debts. The application for rescission was not brought within a reasonable time, and the applicants' conduct, including their disappearance and failure to file a replying affidavit, indicated a lack of bona fides. The court held that the requirements for rescission under Rule 42 were not me…

Source excerpt

• Rescission Of Judgment
• Liquidation Of Close Corporation
• Deadlock Between Members
• Bona Fide Defence
• Service Of Process

Van Tonder and Another v Lawjon Eiendomme Orkney CC and Another (26221/13)

Van Tonder and Another v Lawjon Eiendomme Orkney CC and Another (26221/13) [2014] ZAGPPHC 705 (12 September 2014)

Court

North Gauteng High Court, Pretoria

Case number

26221/13

Judge

R M Keightley

The court granted a provisional winding-up of a close corporation after finding an unbreakable member deadlock and rejecting a buy-out remedy as impractical.

• Winding Up Of Close Corporation
• Deadlock Between Members
• Just And Equitable Ground
• Unfairly Prejudicial Conduct
• Section 81 Companies Act
• Section 49 Close Corporations Act