South Africa Case Law

Ensemble Hotel Holdings (Pty) Limited and Another v Swanvest 328 (Pty) Limited and Others (2022-058058)

Ensemble Hotel Holdings (Pty) Limited and Another v Swanvest 328 (Pty) Limited and Others (2022-058058) [2024] ZAGPJHC 81 (6 February 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2022-058058

Judge

L R Adams

The court found that the applicants failed to provide a satisfactory explanation for their delay in delivering the Rule 7(1) notice and that their challenge to the authority of the respondents' attorneys had no prospects of success. The board resolutions authorising opposition and appointment of attorneys were validly passed by a majority of directors in compliance with section 74 of the Companies Act and the company's constitution. All directors received proper notice of the resolutions, and the written consent procedure was followed. The court rejected the argument that the directors who vo…

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• Uniform Rules Of Court Rule 7
• Board Resolutions
• Director Authority
• Shareholder Disputes
• Condonation
• Costs Award

Matarapro (Pty) Ltd v Mashala Resources (Pty) Ltd (2021/20243)

Matarapro (Pty) Ltd v Mashala Resources (Pty) Ltd (2021/20243) [2023] ZAGPJHC 1078 (27 September 2023)

Court

South Gauteng High Court, Johannesburg

Case number

2021/20243

Judge

Dlamini

The High Court dismissed an application for leave to appeal, holding that a compensation agreement signed during business rescue was void without practitioner approval.

• Business Rescue
• Leave To Appeal
• Void Contracts
• Director Authority
• Leave-to-appeal
• Business-rescue

Moonlight Investments (Pty) Ltd v Bapoo (10033/2022)

Moonlight Investments (Pty) Ltd v Bapoo (10033/2022) [2023] ZAGPJHC 774 (22 June 2023)

Court

South Gauteng High Court, Johannesburg

Case number

10033/2022

Judge

Pearse AJ

High Court motion over disputed company control and rent collection failed because material factual disputes made final relief inappropriate on affidavit.

• Locus Standi
• Shareholder Dispute
• Director Authority
• Statement And Debatement Of Account
• Interdict
• Corporate Records Investigation

Matarapro (PTY) Ltd v Mashala Resources (PTY) Ltd (20243/21)

Matarapro (PTY) Ltd v Mashala Resources (PTY) Ltd (20243/21) [2022] ZAGPJHC 664 (8 September 2022)

Court

South Gauteng High Court, Johannesburg

Case number

20243/21

Judge

Dlamini

The court found that the compensation agreement was concluded while the Respondent was under business rescue and was not approved by the business rescue practitioners, rendering it void under Section 137(4) of the Companies Act. The signatory to the agreement lacked authority, and subsequent attempts to ratify the agreement failed as the BRPs did not sign the ratification agreement. The Applicant was aware of the lack of approval. As a result, the Applicant sought to enforce a void agreement, and the Respondent's indebtedness was not established. Therefore, the application for provisional liq…

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• Provisional Liquidation
• Business Rescue
• Void Agreement
• Director Authority
• Section 137 Companies Act

Firm-O-Seal CC v Wynand Prinsloo & Van Eeden Inc and Another (3731 / 2020)

Firm-O-Seal CC v Wynand Prinsloo & Van Eeden Inc and Another (3731 / 2020) [2021] ZAMPMHC 35; 2022 (4) SA 205 (ML) (17 December 2021)

Court

Middelburg High Court, Mpumalanga

Case number

3731 / 2020

Judge

Ratshibvumo

The court held that section 137 of the Companies Act requires directors of a company under business rescue to act only with the approval of the Business Rescue Practitioner. The issuing of summons by the Plaintiff’s directors without such approval was void ab initio and incapable of ratification, even though the Practitioner later purported to ratify the action. The legislative intent is to ensure that the Practitioner controls litigation decisions during business rescue, and allowing ex post facto ratification would undermine this purpose. As the Plaintiff lacked locus standi, the special pl…

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• Business Rescue Proceedings
• Locus Standi
• Ratification Of Actions
• Prescription Act
• Director Authority

Gaboinewe Investments (Pty) Ltd v D-fence Manufacturing (Pty) Ltd (539/2020)

Gaboinewe Investments (Pty) Ltd v D-fence Manufacturing (Pty) Ltd (539/2020) [2021] ZAECELLC 10 (12 March 2021)

Court

Eastern Cape High Court, East London Local Court

Case number

539/2020

Judge

B Hartle

The court dismissed an urgent application to anticipate a provisional winding-up return date, finding the urgency self-created and the application misconceived.

• Provisional Liquidation
• Anticipation Of Return Date
• Urgent Application Procedure
• Director Authority
• Costs Liability
• Provisional-liquidation

Eldo Telecommunications Proprietary Limited and Others v Ohlsen and Others (17615/2020)

Eldo Telecommunications Proprietary Limited and Others v Ohlsen and Others (17615/2020) [2020] ZAGPJHC 401 (31 August 2020)

Court

South Gauteng High Court, Johannesburg

Case number

17615/2020

Judge

Twala

The High Court granted urgent contempt relief for breach of a consent order regulating legitimate business payments and rejected objections on urgency and authority.

• Contempt Of Court
• Enforcement Of Court Orders
• Director Authority
• Fiduciary Duties
• Urgent Interdict
• Contempt-of-court

Mouton v Park 2000 Development 11 (Pty) Ltd and Others; In Re Stewart NO v Mouton and Others (1070/19; 8488/16; 2535/19)

Mouton v Park 2000 Development 11 (Pty) Ltd and Others; In Re Stewart NO v Mouton and Others (1070/19; 8488/16; 2535/19) [2019] ZAWCHC 90; [2019] 4 All SA 133 (WCC) ; 2019 (6) SA 105 (WCC) (23 July 2019)

Court

Western Cape High Court, Cape Town

Case number

1070/19; 8488/16; 2535/19

Judge

M Sher

The court found that the liquidation proceedings against Park 2000 were 'initiated' when the resolution to launch them was adopted, not when the liquidation application was filed at court. The business rescue resolution was adopted after the liquidation resolution and thus in breach of section 129(2)(a) of the Companies Act 71 of 2008. Furthermore, the business rescue resolution was not passed by the requisite majority of directors, rendering it a nullity. The court rejected the respondents' version as unreliable and contrived, noting contradictory affidavits and lack of credibility. The busi…

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• Business Rescue
• Companies Act 71 Of 2008
• Resolution Validity
• Liquidation Initiation
• Director Authority

Van Jaarsveld NO v Q-Civils (Pty) Ltd and Another (675/2017)

Van Jaarsveld NO v Q-Civils (Pty) Ltd and Another (675/2017) [2017] ZAFSHC 53 (30 March 2017)

Court

Free State High Court, Bloemfontein

Case number

675/2017

Judge

N.M. Mbhele

The High Court held that a company in business rescue could not oppose liquidation through its director without the business rescue practitioner’s express authority.

• Business Rescue
• Director Authority
• Companies Act 71 Of 2008
• Locus Standi
• Liquidation Application
• Business-rescue

Rossouw NO and Others v Leeuwenhoek Boerdery (EDMS) BPK and Others (2627/2011)

Rossouw NO and Others v Leeuwenhoek Boerdery (EDMS) BPK and Others (2627/2011) [2011] ZAWCHC 566 (4 November 2011)

Court

Western Cape High Court, Cape Town

Case number

2627/2011

Judge

Baartman

The court dismissed an application to set aside an eviction order for fraud, finding the applicants failed to prove the respondents misled the court.

• Setting Aside Judgment
• Fraud On The Court
• Director Authority
• Eviction Order
• Setting-aside-judgment
• Fraud-on-the-court