Simcha Properties 6 CC v San Marcus Properties (Pty) Ltd (256/09)
Simcha Properties 6 CC v San Marcus Properties (Pty) Ltd (256/09) [2010] ZASCA 54; [2011] 1 All SA 287 (SCA) (31 March 2010)
The court held that the director of the respondent company was properly authorised to conclude the reinstatement agreement by virtue of resolutions passed by the sole shareholder in June and October 2007. These resolutions explicitly empowered the director to dispose of the company's sole asset and to sign all necessary documents to give effect to the transaction. The principle of unanimous assent applied, given that the company had only one shareholder, making formal meetings unnecessary. The reinstatement agreement was not a new transaction but a continuation of the original sale, and the e…
Source excerpt
- Companies Act Section 228
- Director Authorisation
- Unanimous Assent
- Ratification Of Contract
- Special Resolution Requirement