South Africa Case Law

Management Information Technology (Pty) Ltd t/a Ivor Lee and Associates and Others v Strocam Projects (Pty) Ltd and Others (57915/2010)

Management Information Technology (Pty) Ltd t/a Ivor Lee and Associates and Others v Strocam Projects (Pty) Ltd and Others (57915/2010) [2024] ZAGPPHC 151 (21 February 2024)

Court

North Gauteng High Court, Pretoria

Case number

57915/2010

Judge

Kooverjie

The court found that the respondent's defence regarding the disputed indebtedness was bona fide and reasonable, as the respondent had consistently raised allegations of overcharging and fraud since the inception of the proceedings. The existence and quantum of the debt were genuinely disputed, and oral evidence would be required to resolve these issues in the rescission action. Liquidation proceedings are not appropriate where the debt is disputed on bona fide and reasonable grounds. The applicant's persistence in pursuing the liquidation application, despite the unresolved dispute and pendin…

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• Company Liquidation
• Disputed Indebtedness
• Abuse Of Process
• Punitive Costs
• Business Rescue
• Oral Contracts

Valerio Engineering CC v Designatech (Pty) Ltd (36816/2021)

Valerio Engineering CC v Designatech (Pty) Ltd (36816/2021) [2022] ZAGPPHC 706 (21 September 2022)

Court

North Gauteng High Court, Pretoria

Case number

36816/2021

Judge

Makhoba

The court found that the applicant had established a prima facie case for the provisional liquidation of the respondent. The applicant demonstrated the respondent's indebtedness through invoices and messages evidencing admission of liability. The respondent's auditor's letter and bank details were insufficient to prove solvency, and the respondent failed to show that the indebtedness was disputed on bona fide and reasonable grounds. The point in limine regarding the bond of security was dismissed, as the statutory requirements do not mandate that the certificate accompany the application at f…

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• Winding Up Of Companies
• Commercial Insolvency
• Bond Of Security
• Provisional Liquidation
• Disputed Indebtedness

Waco Africa (Pty) Limited t/a Form Scaff v Phakama Scaffolding (Pty) Ltd (34165/20)

Waco Africa (Pty) Limited t/a Form Scaff v Phakama Scaffolding (Pty) Ltd (34165/20) [2022] ZAGPPHC 97 (11 February 2022)

Court

North Gauteng High Court, Pretoria

Case number

34165/20

Judge

Kooverjie

The court found that material disputes of fact exist regarding both the amount of indebtedness and the nature of the contractual relationship between the parties. The respondent presented evidence of substantial payments and argued that the contracts were governed by separate oral agreements, not solely the master agreement. The court held that these disputes are bona fide and reasonable, going to the root of the merits of the liquidation application. As such, the application for winding up cannot be resolved on the papers and is not appropriate where the debt is genuinely disputed. The court…

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• Company Liquidation
• Disputed Indebtedness
• Credit Facility Agreement
• Oral Vs Written Contracts

Webcon Mini Market (Propriety) Limited v Odoko Construction (Propriety) Limited (39391/2020)

Webcon Mini Market (Propriety) Limited v Odoko Construction (Propriety) Limited (39391/2020) [2020] ZAGPPHC 650 (20 November 2020)

Court

North Gauteng High Court, Pretoria

Case number

39391/2020

Judge

Fabricius

The High Court found the winding-up demand defective, held that privileged settlement correspondence was inadmissible, and noted the application withdrawn.

• Winding Up Of Company
• Statutory Demand Defects
• Privileged Communication
• Disputed Indebtedness
• Winding-up
• Statutory-demand

Webcon Mini Market (Proprietary) limited v Odoko Construction (Proprietary) Limited (39391/2020)

Webcon Mini Market (Proprietary) limited v Odoko Construction (Proprietary) Limited (39391/2020) [2020] ZAGPPHC 640 (20 November 2020)

Court

North Gauteng High Court, Pretoria

Case number

39391/2020

Judge

Fabricius

The court found that the applicant's statutory demand was defective and that privileged 'without prejudice' correspondence was improperly relied upon. The respondent had paid the major amounts claimed, leaving only a disputed sum, and had tendered payment if proven correct. The indebtedness was bona fide disputed, and the applicant failed to file a replying affidavit. Under these circumstances, the court held that a winding-up order was not appropriate and that each party should bear its own costs. The application was withdrawn by the applicant, and no punitive costs order was granted.

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• Winding Up Of Company
• Disputed Indebtedness
• Privileged Communication
• Costs Order

Moolmam v Nyati Meats CC and Another (35045/18)

Moolmam v Nyati Meats CC and Another (35045/18) [2020] ZAGPPHC 368 (2 July 2020)

Court

North Gauteng High Court, Pretoria

Case number

35045/18

Judge

TLHAPI V V

The court found that the application for liquidation was not competent due to the existence of bona fide and reasonable disputes of fact regarding the alleged indebtedness and delivery of livestock. Liquidation proceedings are not appropriate for resolving disputed claims, which should be determined by way of action. The applicant failed to comply with statutory requirements for service of demand at the registered office of the first respondent, rendering the application irregular. The request to refer the matter to trial was refused, as such referral is not suitable in liquidation proceeding…

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• Winding Up Of Closed Corporation
• Disputed Indebtedness
• Service Of Demand
• Conversion To Trial
• Prescription

ACME Salvage (Pty) Ltd v Smith Salvage Brokers CC (7271/11)

ACME Salvage (Pty) Ltd v Smith Salvage Brokers CC (7271/11) [2012] ZAWCHC 230 (14 November 2012)

Court

Western Cape High Court, Cape Town

Case number

7271/11

Judge

T C Ndita

The respondent admits indebtedness to the applicant, though disputes the quantum. The alleged duress is unsupported by sufficient detail and lacks particularity, rendering it speculative and not a valid defence. The respondent's tender was conditional and therefore does not constitute payment in law. The court finds that none of the respondent's defences are sustainable, and the applicant has established its entitlement to a provisional winding up order under the relevant statutory provisions.

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• Winding Up Of Close Corporation
• Creditor Liquidated Claim
• Conditional Tender
• Duress In Contract
• Disputed Indebtedness

Standard Bank of South Africa Ltd v R-Bay Logistics CC (4165/2012)

Standard Bank of South Africa Ltd v R-Bay Logistics CC (4165/2012) [2012] ZAKZDHC 69; [2013] 1 All SA 364 (KZD); 2013 (2) SA 295 (KZD) (31 October 2012)

Court

Kwazulu-Natal High Court, Durban

Case number

4165/2012

Judge

J.C. King

The court held that the winding-up of close corporations remains governed by Chapter 14 of the old Companies Act, as preserved by Item 9 of Schedule 5 to the new Companies Act, until alternative legislation is enacted. The term 'insolvent' in this context includes both actual and commercial insolvency. Standard Bank established its locus standi as a creditor and proved that R-Bay failed to pay, secure, or compound for the demanded amounts within the statutory period, thereby being deemed unable to pay its debts. The respondent's dispute regarding indebtedness was found not to be bona fide or…

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• Winding Up Of Close Corporations
• Commercial Insolvency
• Creditor Locus Standi
• Disputed Indebtedness
• Onus Of Proof
• Transitional Provisions Companies Act

Herman and Another v Set-Mak Civils (5495/2011)

Herman and Another v Set-Mak Civils (5495/2011) [2012] ZAFSHC 58; 2013 (1) SA 386 (FB) (5 April 2012)

Court

Free State High Court, Bloemfontein

Case number

5495/2011

Judge

J P Daffue

The court dismissed a winding-up application, finding the alleged debt was bona fide disputed and that inability to pay was not a ground for solvent close corporations.

• Close Corporation Liquidation
• Just And Equitable Winding Up
• Locus Standi
• Disputed Indebtedness
• Close-corporation-liquidation
• Just-and-equitable-winding-up

Nedbank Ltd v Zonnekus Mansions (Pty) Ltd (7562/2011)

Nedbank Ltd v Zonnekus Mansions (Pty) Ltd (7562/2011) [2012] ZAWCHC 135 (22 February 2012)

Court

Western Cape High Court, Cape Town

Case number

7562/2011

Judge

N Saba

Provisional winding-up application dismissed because the debt was bona fide disputed on reasonable grounds and the applicant's standing was not established on the papers.

• Provisional Winding Up
• Locus Standi
• Disputed Indebtedness
• Ministerial Consent Transfer
• Mortgage Bond Liability
• Provisional-winding-up