South Africa Case Law

Optimal Outcomes (Pty) Ltd v Go Canna Africa Ltd and Another (2021/1568)

Optimal Outcomes (Pty) Ltd v Go Canna Africa Ltd and Another (2021/1568) [2025] ZAGPPHC 376 (2 April 2025)

Court

North Gauteng High Court, Pretoria

Case number

2021/1568

Judge

Swanepoel

The plaintiff failed to prove that the second defendant made any representation, by word or conduct, that Naude was authorized to act on its behalf. All evidence of authority originated from Naude himself, not from the second defendant. The plaintiff's reliance on Naude's statements and the venue of meetings was insufficient to establish ostensible authority. Furthermore, even if some representation existed, it would not have been reasonable for the plaintiff to assume Naude was authorized to enter into a guarantee agreement outside the ordinary course of the second defendant's business. The…

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• Ostensible Authority
• Share Transfer
• Guarantee Agreement
• Rectification Of Contract
• Companies Act Section 45

Capitalbox Green Energy Finance (Pty) Ltd v Baruk Petroleum (Pty) Ltd and Others (1734/2024)

Capitalbox Green Energy Finance (Pty) Ltd v Baruk Petroleum (Pty) Ltd and Others (1734/2024) [2024] ZAFSHC 341 (22 October 2024)

Court

Free State High Court, Bloemfontein

Case number

1734/2024

Judge

Van Rhyn

Summary judgment was granted only for return of listed equipment. The balance of the monetary claim was left for trial because bona fide defences and contractual uncertainty remained.

• Master Rental Agreement
• Summary Judgment
• Liquidated Damages
• Guarantee Agreement
• Contractual Interpretation
• Summary-judgment

ABSA Bank Limited v Rosenburg and Another (1255/2022)

ABSA Bank Limited v Rosenburg and Another (1255/2022) [2024] ZASCA 58 (24 April 2024)

Court

Supreme Court of Appeal

Case number

1255/2022

Judges

Petse, Mokgohloa, Mothle, Binns Ward, Tokota

The Supreme Court of Appeal held that the guarantee agreement was not enforceable against the respondents because ABSA Bank failed to perform its reciprocal obligation to increase the credit facility as contemplated in the agreement. The court found that the guarantee was provided as a condition precedent for the contemplated increase in the facility, and the respondents' liability as guarantors would only arise once ABSA Bank had implemented the increased facility. The principle of reciprocity applied, and the respondents were entitled to raise the exceptio non adempleti contractus as a defe…

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• Guarantee Agreement
• Contractual Interpretation
• Exceptio Non Adempleti Contractus
• Reciprocity Of Obligations
• Enforceability Of Guarantees

Industrial Corporation of South Africa v Mara Corporation Limited and Others (2022/035089)

Industrial Corporation of South Africa v Mara Corporation Limited and Others (2022/035089) [2024] ZAGPJHC 293 (19 March 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2022/035089

Judge

C.D.A. Loxton

The court held that the defendants' plea failed to disclose a valid defence because it did not allege any mistake or misrepresentation as to the terms or obligations of the Guarantee agreement. The representations relied upon by the defendants were not shown to have induced a justifiable error regarding the Guarantee itself. The Guarantee contains clear clauses excluding reliance on any representations not recorded therein. The authorities cited by the defendants, including Ocean Echo and Spenmac, were distinguishable on the facts, as those cases involved errors regarding the subject matter o…

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• Guarantee Agreement
• No Representations Clause
• Misrepresentation
• Consensus
• Exception To Plea

Industrial Development Corporation of South Africa v Hughes and Others (2019/34170)

Industrial Development Corporation of South Africa v Hughes and Others (2019/34170) [2022] ZAGPJHC 959 (1 December 2022)

Court

South Gauteng High Court, Johannesburg

Case number

2019/34170

Judge

N. Redman

High Court exception judgment in a guarantee claim. Some pleading defects were upheld, including missing allegations about written waiver and breach notice, but others failed.

• Guarantee Agreement
• Exception Procedure
• Vague And Embarrassing Pleading
• Conditions Precedent
• Contractual Interpretation
• Exception-procedure

Industrial Development Corporation, SA LTD v Sibiya (2021/15789)

Industrial Development Corporation, SA LTD v Sibiya (2021/15789) [2022] ZAGPJHC 933 (24 November 2022)

Court

South Gauteng High Court, Johannesburg

Case number

2021/15789

Judge

EF Dippenaar

The court held that the guarantee agreement created a primary, autonomous obligation on the respondent, independent of the underlying debt owed by Keka. The respondent's liability was triggered only upon delivery of a guarantee claim notice, which constituted a condition precedent to payment. Prescription of the applicant's claims commenced from the date of delivery of the demand claim notice, not from the date Keka's debt became due. The respondent's reliance on prescription, res judicata, and issue estoppel was rejected for claims not included in the earlier demand notice, as the present pr…

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• Guarantee Agreement
• Performance Bond
• Prescription
• Condonation
• Issue Estoppel
• Contract Interpretation

South African Securitisation Programme RF Ltd v Fullimput 11 (Pty) Ltd t/a Barons Place and Another (16569/2019)

South African Securitisation Programme RF Ltd v Fullimput 11 (Pty) Ltd t/a Barons Place and Another (16569/2019) [2021] ZAWCHC 13 (4 February 2021)

Court

Western Cape High Court, Cape Town

Case number

16569/2019

Judge

Binns-Ward

The court found that condonation for the late filing of the summary judgment application should be granted, as the delay was occasioned by the Covid-19 lockdown and no prejudice was shown to the defendants. The defendants' opposition was strategic rather than substantive. On the merits, the court held that the rental agreement and guarantee agreement excluded any right to withhold payment due to dissatisfaction with the equipment, and the defendants failed to establish a bona fide defence or grounds for rectification. The defendants admitted to signing the contract without reading it and did…

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• Summary Judgment
• Condonation
• Rectification Of Contract
• Master Rental Agreement
• Guarantee Agreement

National Empowerment Fund v Zilwa (14/17071)

National Empowerment Fund v Zilwa (14/17071) [2017] ZAGPJHC 170 (3 May 2017)

Court

South Gauteng High Court, Johannesburg

Case number

14/17071

Judge

W R Mokhari

The court found that the defendant executed a valid guarantee agreement, irrevocably and unconditionally guaranteeing Mandla Technologies' obligations to the plaintiff. The defendant's liability was not extinguished by partial payments, as the agreement was a revolving credit facility allowing further withdrawals during its term. The belated defences raised at trial were inconsistent with the written agreements and not pleaded. The demand made by the plaintiff was found to be compliant with the guarantee agreement, and the certificate of balance was sufficient to establish the amount owed. Th…

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• Guarantee Agreement
• Suretyship
• Certificate Of Indebtedness
• Contractual Liability

Metlika Trading Ltd v Commissioner for the South African Revenue Services (24997/2011)

Metlika Trading Ltd v Commissioner for the South African Revenue Services (24997/2011) [2012] ZAGPPHC 360; 74 SATC 289 (20 July 2012)

Court

North Gauteng High Court, Pretoria

Case number

24997/2011

Judge

Meyer

The High Court dismissed Metlika and Ben Nevis’s application to stop SARS from executing against assets. It held the prior order allowed execution and delay defeated interim relief.

• Piercing The Corporate Veil
• Interim Interdict
• Guarantee Agreement
• Execution Against Assets
• Income Tax Assessment
• Delay In Instituting Action