South Africa Case Law

Piper and Another v Glosam Manganese (Pty) Ltd and Others (2024/069923; 2024/053300)

Piper and Another v Glosam Manganese (Pty) Ltd and Others (2024/069923; 2024/053300) [2025] ZAGPJHC 63 (10 January 2025)

Court

South Gauteng High Court, Johannesburg

Case number

2024/069923; 2024/053300

Judge

Fisher

The court found that Glosam Manganese (Pty) Ltd is financially distressed, with substantial debts and no income due to the unlawful diversion of funds by Piper and Neethling. The procedural requirements for business rescue under section 129 were met, and any minor non-compliance was not prejudicial. The allegations of conspiracy and lack of independence or skill on the part of the BRPs were not established on the papers. The application to set aside the business rescue resolution and remove the BRPs was dismissed. The business rescue application for Wepex Trading (Pty) Ltd was also dismissed,…

Source excerpt

• Business Rescue
• Companies Act Section 129
• Companies Act Section 130
• Financial Distress
• Director Fiduciary Duties
• Costs Punitive

Arioscan (Pty) Ltd t.a Nico's Engineering v Marlie (247/2021)

Arioscan (Pty) Ltd t.a Nico's Engineering v Marlie (247/2021) [2024] ZAWCHC 374 (18 November 2024)

Court

Western Cape High Court, Cape Town

Case number

247/2021

Judge

A Bhoopchand

The High Court dismissed an exception to particulars of claim, holding that the plaintiff pleaded a statutory Companies Act claim against a former director.

• Director Fiduciary Duties
• Companies Act Liability
• Exception Procedure
• Statutory Claim For Loss
• Exception-to-particulars
• Companies-act

Maharaj v Strate (Pty) Ltd and Others (21/48263)

Maharaj v Strate (Pty) Ltd and Others (21/48263) [2023] ZAGPJHC 1095 (26 September 2023)

Court

South Gauteng High Court, Johannesburg

Case number

21/48263

Judge

Turner

The court held that the particulars of claim for Claim A and Claim B, when read in a manner most favourable to the plaintiff, disclose causes of action. The quantification of damages and lack of particularity are matters for trial and do not justify upholding the exception at this stage. The court found that Claim C, which attempts to plead a delictual claim for repudiation of contract, does not disclose a cause of action as South African law does not permit a delictual claim where the negligence alleged is a breach of contract. Regarding Claim D, the court held that section 76(2) and section…

Source excerpt

• Protected Disclosures Act
• Breach Of Employment Contract
• Quantification Of Contractual Damages
• Delictual Liability
• Director Fiduciary Duties
• Companies Act Liability

Vamara South Africa (Pty) Ltd and Another v Weltevrede Boerdery (Pty) Ltd and Others (4662/2022)

Vamara South Africa (Pty) Ltd and Another v Weltevrede Boerdery (Pty) Ltd and Others (4662/2022) [2023] ZAFSHC 151 (9 May 2023)

Court

Free State High Court, Bloemfontein

Case number

4662/2022

Judge

S Naidoo

The High Court confirmed a rule nisi and granted judgment for the applicants against the first and second respondents for R10,332,482.48, with attorney-and-client costs.

• Crop Purchase Agreement
• Acknowledgement Of Debt
• Security By Cession
• Urgent Interdict
• Director Fiduciary Duties
• Urgent-interdict

Nebavest 1 (Pty) Ltd t/a Minster Consulting v Central Plaza Investments 202 (Pty) Ltd and Others (4212/2017)

Nebavest 1 (Pty) Ltd t/a Minster Consulting v Central Plaza Investments 202 (Pty) Ltd and Others (4212/2017) [2023] ZAWCHC 69; [2023] 2 All SA 795 (WCC) (12 April 2023)

Court

Western Cape High Court, Cape Town

Case number

4212/2017

Judge

Binns-Ward

The court found that the applicant failed to satisfy the good faith requirement under s 165(5)(b)(i) of the Companies Act. The applicant's allegations were superficial, vague, and unsupported by credible evidence. The applicant did not confront or address material evidence from prior related proceedings, and its delay in bringing the application was unexplained. The court held that the claims for breach of fiduciary duty against the directors were time-barred under s 77(7) of the Companies Act, which creates an absolute time bar. The applicant's reliance on an alleged oral agreement was impro…

Source excerpt

• Derivative Actions
• Companies Act 2008
• Director Fiduciary Duties
• Prescription And Time Bars
• Rectification Of Contracts

WK Construction (Pty) Ltd v Brown (25092/2014)

WK Construction (Pty) Ltd v Brown (25092/2014) [2023] ZAGPJHC 1111 (31 January 2023)

Court

South Gauteng High Court, Johannesburg

Case number

25092/2014

Judge

A Friedman

The court dismissed an application to compel discovery of attorney consultation notes, holding they were protected by legal advice privilege.

• Legal Professional Privilege
• Discovery Procedure
• Director Fiduciary Duties
• Legal Advice Privilege
• Legal-professional-privilege
• Discovery

Communication Specialists (Pty) Ltd v Nyembe and Another (30354/2019; A136/2019)

Communication Specialists (Pty) Ltd v Nyembe and Another (30354/2019; A136/2019) [2021] ZAGPJHC 681 (10 November 2021)

Court

South Gauteng High Court, Johannesburg

Case number

30354/2019; A136/2019

Judges

Makume, Molahlehi, Madiba

The High Court upheld an appeal, set aside a board resolution passed on 29 May 2014, and ordered repayment after finding the resolution invalid and fraudulent.

• Director Fiduciary Duties
• Fraudulent Resolution
• Company Act Section 75 And 76
• Restitution
• Conflict Of Interest
• Board Resolution Nullification

Unica Iron & Steel (Pty) Ltd v Mirchandani; Mirchandani v Unica Iron & Steel (Pty) Ltd (3494/2014, 85824/2014, 51538/2014)

Unica Iron & Steel (Pty) Ltd v Mirchandani; Mirchandani v Unica Iron & Steel (Pty) Ltd (3494/2014, 85824/2014, 51538/2014) [2020] ZAGPPHC 115 (3 March 2020)

Court

North Gauteng High Court, Pretoria

Case number

3494/2014, 85824/2014, 51538/2014

Judge

MNGQIBISA-THUSI

The court found that the lease agreements between Mr Mirchandani and Unica were valid and binding, as evidenced by the signatures of all directors and the subsequent renewal of the agreement. Mr Mirchandani was entitled to reimbursement for utilities and rental as stipulated in the agreements. The agreement reached on 15 April 2010 regarding directors' salaries and wastage was binding, corroborated by Mr Cassim, and not vitiated by subsequent disputes. Regarding the NEMA action, the court held that Mr Mirchandani, as technical director and key role player, had knowledge and experience of the…

Source excerpt

• Profit Sharing Agreement
• Director Fiduciary Duties
• Breach Of Contract
• National Environmental Management Act
• Company Liability
• Lease Agreement

Companies and Intellectual Property Commission v Tshelane and Others (99920/2015)

Companies and Intellectual Property Commission v Tshelane and Others (99920/2015) [2017] ZAGPPHC 720 (13 November 2017)

Court

North Gauteng High Court, Pretoria

Case number

99920/2015

Judge

N Janse Van Nieuwenhuizen

The court found that the first respondent's use of the Necsa vehicle, although contrary to company policy, was not materially inconsistent with his duties as director under the Companies Act. The conduct did not amount to a conflict of interest or a substantial breach of fiduciary duty, as the vehicle was used for business-related purposes and not for personal gain in the sense contemplated by section 76(2)(a)(i). The court distinguished between actions taken as CEO (employee) and as director, holding that the facts did not trigger the statutory provisions for probation. Even if the conduct f…

Source excerpt

• Director Fiduciary Duties
• Probation Order
• Companies Act Section 162
• Personal Use Of Company Assets

Cook: Geoffrey v Hesber Impala (Pty) Ltd and Others (2014/45832)

Cook: Geoffrey v Hesber Impala (Pty) Ltd and Others (2014/45832) [2016] ZAGPJHC 23 (19 February 2016)

Court

South Gauteng High Court, Johannesburg

Case number

2014/45832

Judge

L Adams

High Court dispute over director conflicts, recusal, and delinquency under the Companies Act. Both the application and counter-application were dismissed with costs.

• Director Fiduciary Duties
• Conflict Of Interest
• Delinquent Director
• Companies Act Section 75
• Companies Act Section 76
• Declaratory Relief