South Africa Case Law

Morebudi and Others v Barker and Others (A233/2022)

Morebudi and Others v Barker and Others (A233/2022) [2025] ZAGPPHC 348 (17 March 2025)

Court

North Gauteng High Court, Pretoria

Case number

A233/2022

Judges

Basson, Mahosi, Ntuli

The court held that parties cannot contract out of the statutory provisions of section 81(1)(d) of the Companies Act. Any clause in a shareholders' agreement or joint venture agreement that purports to oust the court's jurisdiction to order winding-up is invalid to the extent of its inconsistency with the Act. The arbitration clause does not preclude the court from adjudicating the winding-up application, especially where the dispute is legal rather than factual and the prescribed dispute resolution process is ineffective. The deadlock between directors and shareholders is complete and irreco…

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• Winding Up Of Company
• Deadlock Between Shareholders
• Contractual Ouster Of Jurisdiction
• Arbitration Clause
• Just And Equitable Ground
• Companies Act Section 81

Dalmar Konstruksie (Pty) Ltd and Another v Mikaia Boerdery (Pty) Ltd and Another (14801/2020)

Dalmar Konstruksie (Pty) Ltd and Another v Mikaia Boerdery (Pty) Ltd and Another (14801/2020) [2022] ZAGPPHC 806 (7 October 2022)

Court

North Gauteng High Court, Pretoria

Case number

14801/2020

Judge

Tlhapi

High Court winding-up case over a failed Mozambique cattle venture, finding no partnership and ordering the respondent company finally wound up.

• Company Liquidation
• Just And Equitable Winding Up
• Deadlock Between Shareholders
• Creditor Standing
• Partnership Essentialia
• Breach Of Trust

Daffue v Espach and Others (45341/19)

Daffue v Espach and Others (45341/19) [2020] ZAGPPHC 13 (28 February 2020)

Court

North Gauteng High Court, Pretoria

Case number

45341/19

Judge

Ranchod

The court found that the applicant failed to establish a reasonable prospect for business rescue, as the property company was not financially distressed and the trading company could not be rescued without access to the property company's assets. The deadlock between shareholders persisted despite the appointment of an independent manager, and the loss of trust and confidence justified liquidation on the just and equitable ground. The applicant did not provide good cause for rescission of the liquidation order, nor did he adequately address the facts set out in the original liquidation applic…

Source excerpt

• Business Rescue
• Liquidation On Just And Equitable Ground
• Deadlock Between Shareholders
• Financially Distressed Company
• Rescission Of Liquidation Order

Daffue v Espach and Others (45341/19)

Daffue v Espach and Others (45341/19) [2020] ZAGPPHC 45 (28 January 2020)

Court

North Gauteng High Court, Pretoria

Case number

45341/19

Judge

Ranchod

The court found that the applicant failed to demonstrate a reasonable prospect of rescuing the companies, particularly as the property company was not financially distressed and the trading company could not operate independently. The deadlock between shareholders persisted despite the appointment of an independent manager, and the lack of trust and confidence justified liquidation on just and equitable grounds. The applicant did not provide good cause for rescission of the liquidation order, and the application for business rescue or rescission was dismissed. The court relied on established…

Source excerpt

• Business Rescue
• Liquidation Of Solvent Companies
• Deadlock Between Shareholders
• Just And Equitable Winding Up
• Rescission Of Liquidation Order

Van Zyl v FJ Van Zyl En Seuns Boerdery (Pty) Ltd and Another (377/14)

Van Zyl v FJ Van Zyl En Seuns Boerdery (Pty) Ltd and Another (377/14) [2018] ZANCHC 76 (26 October 2018)

Court

Northern Cape High Court, Kimberley

Case number

377/14

Judge

Lever

The High Court adopted referees’ reports resolving a family company deadlock, fixed loan-account liabilities, and ordered asset transfers and implementation.

• Deadlock Between Shareholders
• Referee Appointment Under Superior Courts Act
• Division Of Company Assets
• Loan Account Disputes
• Business Rescue Vs Winding Up
• Shareholder-deadlock

Tait NO and Another v Wescom Business Ventures (Pty) Ltd and Others, Tait NO and Others v Van Niekerk and Other (29833/2016, 2495/2016)

Tait NO and Another v Wescom Business Ventures (Pty) Ltd and Others, Tait NO and Others v Van Niekerk and Other (29833/2016, 2495/2016) [2018] ZAGPPHC 639 (2 March 2018)

Court

North Gauteng High Court, Pretoria

Case number

29833/2016, 2495/2016

Judge

A A Crutchfield

The court dismissed an application to wind up a solvent company over shareholder deadlock, enforced a settlement agreement, and made detailed costs orders.

• Winding Up Of Solvent Company
• Deadlock Between Shareholders
• Just And Equitable Basis
• Fiduciary Duties
• Urgent Application Costs
• Settlement Agreement Enforcement

New African Alliance Investments (Pty) Ltd v Maharaj (81348/2014)

New African Alliance Investments (Pty) Ltd v Maharaj (81348/2014) [2017] ZAGPPHC 72 (21 February 2017)

Court

North Gauteng High Court, Pretoria

Case number

81348/2014

Judge

T Brenner

The High Court refused leave to appeal against a final winding-up order, finding no reasonable prospect of success and no compelling reason to hear the appeal.

• Final Winding Up Order
• Deadlock Between Shareholders
• Leave To Appeal
• Liquidator Powers
• Shareholder Disputes
• Leave-to-appeal

Bhagwandas and Others v Dr Goolam Omar Inc and Another, Bhagwandas and Others v GMO Imaging (Pty) Ltd and Others (2009/7655, 09/07656)

Bhagwandas and Others v Dr Goolam Omar Inc and Another, Bhagwandas and Others v GMO Imaging (Pty) Ltd and Others (2009/7655, 09/07656) [2011] ZAGPJHC 138 (10 August 2011)

Court

South Gauteng High Court, Johannesburg

Case number

2009/7655, 09/07656

Judge

F Kathree-Setiloane

High Court granted final winding-up orders for two radiology companies after finding an irretrievable breakdown in relations and rejecting a buy-out counter-application.

• Just And Equitable Winding Up
• Deadlock Between Shareholders
• Fiduciary Duties
• Buy Out Remedy
• Section 344 Companies Act
• Section 252 Companies Act

Grobbelaar v Panamo Properties Seventy (Pty) Ltd, Klein v Lagler (10626/2007, 11612/2007)

Grobbelaar v Panamo Properties Seventy (Pty) Ltd, Klein v Lagler (10626/2007, 11612/2007) [2009] ZAWCHC 55 (18 March 2009)

Court

Western Cape High Court, Cape Town

Case number

10626/2007, 11612/2007

Judge

D Potgieter

The court granted leave to intervene and placed the respondent under provisional liquidation after finding the company had suspended business and that winding up was just and equitable.

• Company Liquidation
• Just And Equitable Winding Up
• Deadlock Between Shareholders
• Locus Standi Of Creditors
• Distribution Of Proceeds
• Suspended Business Operations