South Africa Case Law

Ferentillo Investments (Pty) Ltd and Others v Motomark (Pty) Ltd and Others (058430/22)

Ferentillo Investments (Pty) Ltd and Others v Motomark (Pty) Ltd and Others (058430/22) [2023] ZAGPPHC 1912 (17 November 2023)

Court

North Gauteng High Court, Pretoria

Case number

058430/22

Judge

E van der Schyff

The High Court dismissed a minority shareholders’ oppression claim under section 163 of the Companies Act, finding no unfair prejudice or breach of shareholder rights.

• Minority Shareholder Protection
• Oppression Remedy
• Memorandum Of Incorporation Amendment
• Unfair Prejudice
• Shareholder Loans
• Minority-shareholder-protection

Columbia Media v Titi; Titi and Others v Ngwenya and Others (4737/2017; 26732/2017)

Columbia Media v Titi; Titi and Others v Ngwenya and Others (4737/2017; 26732/2017) [2022] ZAGPJHC 104 (1 March 2022)

Court

South Gauteng High Court, Johannesburg

Case number

4737/2017; 26732/2017

Judge

E F Dippenaar

The court found that the applicants failed to establish any misrepresentation or fraud by the respondents. The documentary and objective evidence showed that Mr Ngwenya was aware of the terms and implications of the final preference share agreement and its addendum, participated in negotiations, and had legal assistance. The agreements were not hidden or misleading, and Mr Ngwenya's conduct objectively represented assent. Even if Mr Ngwenya was mistaken, the mistake was due to his own failure to read and consider the documents, which does not justify avoidance of the contract. The applicants…

Source excerpt

• Companies Act 71 Of 2008
• Oppression Remedy
• Preference Share Agreement
• Fraud And Mistake In Contract
• Director Appointment
• Shareholder Rights

Letanta v Standard Bank (Pty) Ltd and Others (5125/2017)

Letanta v Standard Bank (Pty) Ltd and Others (5125/2017) [2018] ZAFSHC 103 (7 June 2018)

Court

Free State High Court, Bloemfontein

Case number

5125/2017

Judge

Mhlambi

The High Court dismissed an application by a shareholder-director seeking company bank statements and financial records, finding no proper statutory basis for the relief.

• Shareholder Rights
• Access To Company Records
• Companies Act
• Oppression Remedy
• Directors Duties
• Shareholder-rights

CDH Invest NV v Petrotank South Africa (Pty) Ltd and Another (22312/2015)

CDH Invest NV v Petrotank South Africa (Pty) Ltd and Another (22312/2015) [2017] ZAGPJHC 324; [2018] 1 All SA 450 (GJ); 2018 (3) SA 157 (GJ) (17 November 2017)

Court

South Gauteng High Court, Johannesburg

Case number

22312/2015

Judge

WHG van der Linde

High Court case on board power to increase authorised shares, shareholder meeting demands, and oppression in a two-shareholder company. The share increase was set aside.

• Companies Act 71 Of 2008
• Board Powers
• Share Capital Increase
• Fiduciary Duties
• Oppression Remedy
• Shareholder Meetings

Count Gotthard SA Pilati v Witfontein Game Farm (Pty) Ltd and Others (16803A/2011)

Count Gotthard SA Pilati v Witfontein Game Farm (Pty) Ltd and Others (16803A/2011) [2013] ZAGPPHC 12; [2013] 2 All SA 190 (GNP) (1 February 2013)

Court

North Gauteng High Court, Pretoria

Case number

16803A/2011

Judge

Potterill

The court found that the applicant failed to establish that the conduct of the majority shareholder and director resulted in oppression, unfair prejudice, or unfair disregard of his interests as required by section 163 of the Companies Act. The incidents relied upon by the applicant, including management of firebreaks, relations with neighbours, reporting of an employee to immigration authorities, and lack of consultation, did not result in commercial unfairness or prejudice to the applicant in his capacity as shareholder. The applicant's version of the oral agreement regarding equal sharehol…

Source excerpt

• Minority Shareholder Protection
• Oppression Remedy
• Section 163 Companies Act
• Shareholder Disputes
• Corporate Governance

Peel and Others v Hamon J&C Engineering (Pty) Ltd and Others (GSJ)

Peel and Others v Hamon J&C Engineering (Pty) Ltd and Others (GSJ) [2012] ZAGPJHC 233; [2013] 1 All SA 603 (GSJ); 2013 (2) SA 331 (GSJ) (16 November 2012)

Court

South Gauteng High Court, Johannesburg

Case number

2012/00994

Judge

D S S Moshidi

High Court oppression-remedy case over a disputed BEE transaction and joint venture dispute, with some relief granted and the quantum issue sent to trial.

• Oppression Remedy
• Section 163 Companies Act
• Black Economic Empowerment
• Shareholder Disputes
• Business Risk
• Arbitration Clause