South Africa Case Law

IPP Mining and Materials Koornfontein (Pty) Ltd v Black Royalty Minerals Koornfontein (Pty) Ltd and Another (063430/2025)

IPP Mining and Materials Koornfontein (Pty) Ltd v Black Royalty Minerals Koornfontein (Pty) Ltd and Another (063430/2025) [2025] ZAGPPHC 657 (12 June 2025)

Court

North Gauteng High Court, Pretoria

Case number

063430/2025

Judge

Strijdom

The High Court refused leave to bring derivative proceedings under section 165(6) of the Companies Act, finding no exceptional circumstances. Costs were awarded against the applicant.

• Derivative Action
• Urgent Spoliation
• Companies Act Section 165
• Board Deadlock
• Director Duties
• Derivative-action

Randvest Capital Investments (Pty) Ltd and Another v REH Investments (Pty) Ltd (2022/17794)

Randvest Capital Investments (Pty) Ltd and Another v REH Investments (Pty) Ltd (2022/17794) [2025] ZAGPPHC 56 (27 January 2025)

Court

North Gauteng High Court, Pretoria

Case number

2022/17794

Judge

EF Dippenaar

The court held that the exceptions must fail. Regarding Claim A, the court found that s 347(1A) of the 1973 Companies Act does not restrict the jurisdiction to the court hearing the winding up application, nor does it require a prior finding of abuse before damages can be claimed. The provision is broad and does not specify timing or forum limitations. The plaintiff's claim, based on the alleged wrongful and intentional institution of winding up proceedings for ulterior purposes, falls within the ambit of s 347(1A). Regarding Claim B, the court found that the particulars of claim, read as a w…

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• Exception To Pleadings
• Delictual Liability
• Director Duties
• Fiduciary Duty
• Abuse Of Process
• Winding Up Applications

Jones and Others v Hendrik Frederick Delport and Others (2023/082594)

Jones and Others v Hendrik Frederick Delport and Others (2023/082594) [2024] ZAGPPHC 833; 2025 (2) SA 193 (GP) (28 August 2024)

Court

North Gauteng High Court, Pretoria

Case number

2023/082594

Judge

H F Oosthuizen

The court found that the applicants' conduct in supporting the removal of certain directors in a related company was not performed in their capacity as directors of the respondent companies and therefore could not constitute neglect or dereliction under section 71(3)(b) of the Companies Act. There was no evidence that the applicants used their positions as directors to benefit Mr Coetzee or to undermine legal action against him. The allegations against the applicants were speculative and unsupported by facts. The applicants did not breach their duties under section 76(2)(a), 76(3)(b), or 76(3…

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• Removal Of Directors
• Companies Act Section 71
• Board Powers
• Statutory Review
• Director Duties

Cowin N.O. and Another v Arnold (4523/2022)

Cowin N.O. and Another v Arnold (4523/2022) [2024] ZAGPJHC 368 (12 April 2024)

Court

South Gauteng High Court, Johannesburg

Case number

4523/2022

Judge

Noko

The High Court struck out the respondent’s late answering affidavit for non-compliance, proceeded unopposed, and awarded punitive costs in a liquidation-related document application.

• Liquidation Proceedings
• Director Duties
• Condonation
• Court Orders
• Punitive Costs
• Unopposed-applications

Engelbrecht N.O and Another v K and L Builders (Pty) Limited (82618/2019;82619/2019;7400/2020;35192/2020;)

Engelbrecht N.O and Another v K and L Builders (Pty) Limited (82618/2019;82619/2019;7400/2020;35192/2020;) [2023] ZAGPPHC 1841 (3 November 2023)

Court

North Gauteng High Court, Pretoria

Case number

82618/2019;82619/2019;7400/2020;35192/2020

Judge

Millar

The court found that the Master's rulings allowing K & L Builders' claims were unlawful, as no valid agreement for the refund of salaries existed, no claim was submitted or proven, and any right of action had prescribed. The evidence established that Mr. Feinberg, an unrehabilitated insolvent, used K & L Builders and other entities as fronts to evade statutory prohibitions and continue business operations, constituting unconscionable abuse of corporate personality. The concealment principle applied, justifying the lifting of the corporate veil and the collapse of K & L Builders into the estat…

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• Corporate Veil Piercing
• Company Liquidation
• Review Of Administrative Action
• Prescription Of Claims
• Business Rescue
• Director Duties

South African Medical Association NPC v Sihlangu and Another (1141/2021)

South African Medical Association NPC v Sihlangu and Another (1141/2021) [2022] ZAGPPHC 968 (6 December 2022)

Court

North Gauteng High Court, Pretoria

Case number

1141/2021

Judge

E van der Schyff

The applicant failed to prove that the respondents, while serving as directors, grossly abused their position, took personal advantage of information, or acted with gross negligence, wilful misconduct, or breach of trust. The evidence showed that the respondents disclosed their interests in HPG as required, and the applicant's own procedures mandated that the board determine and resolve any conflict. There was no substantiation that the respondents caused harm or loss to the applicant or appropriated business opportunities. The application for delinquency was not supported by facts, and the r…

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• Delinquent Director
• Conflict Of Interest
• Breach Of Trust
• Companies Act Section 162
• Director Duties

Jurgens and Others v Botha (2019/24007)

Jurgens and Others v Botha (2019/24007) [2022] ZAGPJHC 586 (22 August 2022)

Court

South Gauteng High Court, Johannesburg

Case number

2019/24007

Judge

Maier-Frawley

The court found that neither Jurgens nor Botha proved, beyond reasonable doubt, that the other party deliberately and mala fide breached the terms of the court order. Botha's withdrawal of suretyship was lawful and did not constitute a prohibited banking or financial transaction under the order. His payment of advertising costs, though made without prior approval, was subsequently ratified and not shown to be mala fide. Jurgens's authorisation of increased rental and repayment of a loan, while not strictly compliant with the order's approval requirements, was done in the genuine belief that s…

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• Contempt Of Court
• Director Duties
• Shareholder Disputes
• Interpretation Of Court Orders
• Company Locus Standi

Morake v Karstens and Another (1173/2020)

Morake v Karstens and Another (1173/2020) [2022] ZANCHC 27 (9 May 2022)

Court

Northern Cape High Court, Kimberley

Case number

1173/2020

Judge

A Eillert

The High Court found a director in contempt for failing to obey an order to provide company information, imposing a suspended 30-day prison term and costs.

• Contempt Of Court
• Director Duties
• Compliance With Court Orders
• Sanctions For Non Compliance
• Contempt-of-court
• Compliance-with-court-orders

Barbaglia v Barbaglia and Others (18493/2021; 21928/2021)

Barbaglia v Barbaglia and Others (18493/2021; 21928/2021) [2022] ZAGPJHC 160 (22 March 2022)

Court

South Gauteng High Court, Johannesburg

Case number

18493/2021; 21928/2021

Judge

Twala M L

The court found that the applicant was unlawfully deprived of her shareholding in Pabar by the first respondent, who altered the share register without proper consent or legal process. The evidence did not support the respondent's claim that the shares had been validly transferred, as the applicant consistently denied signing the transfer documents and there was no proof of payment for the shares. The court held that the applicant, as a spouse married in community of property, retained her rights to the shares and was entitled to restoration of the status quo ante. The first respondent's cond…

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• Mandament Van Spolie
• Oppressive Conduct
• Shareholder Rights
• Director Duties
• Matrimonial Property Act
• Section 163 Companies Act

FPM Business Solutions (Pty) Ltd and Another v Masilo and Others (M104/21)

FPM Business Solutions (Pty) Ltd and Another v Masilo and Others (M104/21) [2021] ZANWHC 12 (16 March 2021)

Court

North West High Court, Mafikeng

Case number

M104/21

Judge

A. H. Petersen

The High Court found the respondents in contempt of a prior order, imposed a suspended three-month sentence, and dismissed additional interdictory relief.

• Civil Contempt Of Court
• Shareholder Rights
• Director Duties
• Companies Act
• Restraint Of Trade
• Fiduciary Duties