South Africa Case Law

Knott v RZT Zeply (Proprietary) Limited and Others (D703/2020)

Knott v RZT Zeply (Proprietary) Limited and Others (D703/2020) [2023] ZAKZDHC 12 (16 February 2023)

Court

Kwazulu-Natal High Court, Durban

Case number

D703/2020

Judge

Smart AJ

The court found that the respondents repeatedly breached their statutory duties by failing to provide properly signed and reviewed annual financial statements and failing to convene general meetings, thereby depriving the applicant of access to information about his investment and excluding him from participation in company affairs. This conduct constituted minority oppression and was unfairly prejudicial to the applicant. The applicant's shareholder loan and suretyship were instrumental in securing finance for the company, yet he was left uninformed and excluded. The court held that the appl…

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• Minority Shareholder Oppression
• Section 163 Companies Act
• Appointment Of Director
• Financial Statement Disclosure
• Security For Costs
• Condonation Of Late Filing

Business Doctor Consortium Limited and Another v Old Mutual Finance (RF) (Pty) Limited and Others (18535/2021)

Business Doctor Consortium Limited and Another v Old Mutual Finance (RF) (Pty) Limited and Others (18535/2021) [2022] ZAWCHC 196; [2022] 4 All SA 719 (WCC) (11 October 2022)

Court

Western Cape High Court, Cape Town

Case number

18535/2021

Judge

Wille, J

Minority shareholders failed to prove oppressive conduct under section 163 and could not use that remedy to force litigation; the application was dismissed with costs.

• Minority Shareholder Oppression
• Companies Act Section 163
• Separate Legal Personality
• Quasi Partnership
• Reserved Matters
• Derivative Action

Seete v Tshiamo Resources (PTY) Ltd and Another (M121/2018)

Seete v Tshiamo Resources (PTY) Ltd and Another (M121/2018) [2022] ZANWHC 15 (16 March 2022)

Court

North West High Court, Mafikeng

Case number

M121/2018

Judge

Gura

The court dismissed a winding-up application based on alleged deadlock and oppression, and granted a counter-application ordering repayment of R84,500 and cancellation of the applicant’s shares.

• Winding Up Of Company
• Minority Shareholder Oppression
• Deadlock In Management
• Director Removal
• Share Certificate Cancellation
• Winding-up-of-company

Nowete Transport (Pty) Ltd v Kanjee and Others (UM33/2020)

Nowete Transport (Pty) Ltd v Kanjee and Others (UM33/2020) [2021] ZANWHC 50 (18 February 2021)

Court

North West High Court, Mafikeng

Case number

UM33/2020

Judge

A.M. Mtembu

The Court found that it had jurisdiction because both the applicant and respondents reside within its area and the dispossessed buses are kept within its jurisdiction, satisfying the doctrine of effectiveness. The applicant was in peaceful and undisturbed possession of the buses, and the respondents dispossessed the applicant through intimidation and self-help, which constitutes unlawful spoliation. The respondents' denials were found to be bald and uncreditworthy, and no genuine dispute of fact was established. Regarding the winding up application, the respondents failed to comply with the s…

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• Mandament Van Spolie
• Jurisdiction
• Company Winding Up
• Minority Shareholder Oppression
• Motion Proceedings
• Statutory Compliance

Nowete Transport (Pty) Ltd v Kanjee and Others (M33/2021)

Nowete Transport (Pty) Ltd v Kanjee and Others (M33/2021) [2021] ZANWHC 74 (18 February 2021)

Court

North West High Court, Mafikeng

Case number

M33/2021

Judge

MTEMBU

The High Court upheld a spoliation claim over buses, rejected a jurisdiction challenge, and struck a winding-up counter-application off the roll for defective service.

• Mandament Van Spolie
• Jurisdiction Of High Court
• Winding Up Of Company
• Minority Shareholder Oppression
• Statutory Compliance In Liquidation
• Mandament-van-spolie

Omar v Inhouse Venue Technical Management (Pty) Limited and Others (2015 (3) SA 146 (WCC);

Omar v Inhouse Venue Technical Management (Pty) Limited and Others (2015 (3) SA 146 (WCC); [2015] 2 All SA 39 (WCC)) [2015] ZAWCHC 221; [2015] ZAWCHC 10 (6 February 2015)

Court

Western Cape High Court, Cape Town

Case number

14227/2014

Judge

Gamble

Minority shareholder oppression claim granted: the court ordered a buy-out of Omar’s shares and declared directors’ undisclosed related-party transactions invalid.

• Minority Shareholder Oppression
• Section 163 Relief
• Fiduciary Duties
• Director Conflict Of Interest
• Share Valuation
• Arbitration Clauses

Hickman v Oban Infrastructure (Pty) Ltd and Others (2008/18332)

Hickman v Oban Infrastructure (Pty) Ltd and Others (2008/18332) [2010] ZAGPJHC 9 (3 March 2010)

Court

South Gauteng High Court, Johannesburg

Case number

2008/18332

Judge

B S Spilg

The court found that the applicant was unfairly excluded from management of both the holding and operating companies, contrary to the implicit understanding among the shareholders that each would participate in management. The exclusion was effected through pre-determined decisions and notices, amounting to unfairly prejudicial conduct under section 252(3) of the Companies Act. The court rejected the respondents' reliance on majority rule and found that the applicant's legitimate expectations, evidenced by the draft shareholders agreement and the structure of the companies, entitled him to re…

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• Minority Shareholder Oppression
• Just And Equitable Winding Up
• Shareholder Buy Out
• Fair Valuation
• Section 252 Companies Act