South Africa Case Law

Afgri Agri Services (Pty) Ltd v Muller and Others (39063/2022)

Afgri Agri Services (Pty) Ltd v Muller and Others (39063/2022) [2025] ZAGPPHC 616 (17 June 2025)

Court

North Gauteng High Court, Pretoria

Case number

39063/2022

Judge

Kooverjie

The court held that the first and second grounds of exception were without merit. It is sufficient to plead that the company is in the process of winding up and unable to pay its debts to invoke Section 424 of the Companies Act 61 of 1973. Section 424 applies to both natural and juristic persons, provided that the necessary allegations regarding knowledge and participation through the directing mind are made. However, the particulars of claim failed to plead material facts showing that the first defendant, through its directors or other controlling individuals, had the requisite knowledge and…

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• Reckless Trading
• Personal Liability Of Directors
• Winding Up Of Insolvent Companies
• Exceptions To Pleadings
• Section 424 Liability

Eckhoff N.O and Others v Van Den Heever and Others (16404/23)

Eckhoff N.O and Others v Van Den Heever and Others (16404/23) [2025] ZAWCHC 47 (11 February 2025)

Court

Western Cape High Court, Cape Town

Case number

16404/23

Judge

Thulare

The High Court referred disputed section 424 claims to trial, dismissed the section 31 motion relief with costs, and found prescription was not fully established.

• Collusive Disposition
• Reckless Trading
• Personal Liability Of Directors
• Prescription
• Motion Vs Action Proceedings
• Setting Aside Property Transfer

Engineering Industries Pension Fund and Another v Installair (Pty) Ltd and Others (1633/2023)

Engineering Industries Pension Fund and Another v Installair (Pty) Ltd and Others (1633/2023) [2025] ZAWCHC 8 (16 January 2025)

Court

Western Cape High Court, Cape Town

Case number

1633/2023

Judge

Parker

The High Court ordered two company directors to provide missing pension and provident fund schedules, pay outstanding contributions, interest, and attorney-and-client costs.

• Pension Funds Act
• Personal Liability Of Directors
• Outstanding Contributions
• Statutory Obligations
• Liquidation
• Prescribed Interest

Smith and Others v Georgiou and Others (93417/2019)

Smith and Others v Georgiou and Others (93417/2019) [2024] ZAGPPHC 585 (6 June 2024)

Court

North Gauteng High Court, Pretoria

Case number

93417/2019

Judge

Janse Van Nieuwenhuizen

The court refused to separate issues in a derivative-action application arising from the Highveld Syndication collapse and postponed the claim against Cohen.

• Separation Of Issues
• Derivative Action
• Business Rescue
• Scheme Of Arrangement
• Personal Liability Of Directors
• Separation-of-issues

Ramharakh v South African Revenue Services (SARS) (52374/2020)

Ramharakh v South African Revenue Services (SARS) (52374/2020) [2024] ZAGPPHC 146 (21 February 2024)

Court

North Gauteng High Court, Pretoria

Case number

52374/2020

Judge

Trumpie

The High Court dismissed a review against SARS for non-joinder, holding that Raputha Investments had a direct and substantial interest in the requested tax-information disclosure.

• Promotion Of Administrative Justice Act
• Taxpayer Confidentiality
• Non Joinder
• Tax Administration Act
• Personal Liability Of Directors
• Administrative-law

Fernridge Office Park(Pty) Ltd v Honey and Another (2020/5184)

Fernridge Office Park(Pty) Ltd v Honey and Another (2020/5184) [2023] ZAGPJHC 1464 (18 December 2023)

Court

South Gauteng High Court, Johannesburg

Case number

2020/5184

Judge

Nty Siwendu

The court held that exceptions are pleadings and, as such, are capable of amendment under Rule 28. Rule 28(10) allows amendments at any stage before judgment, and the reference to 'judgment' in this context means the judgment on the exception, not the main action. The delay in seeking the amendment was explained by both parties' conduct and financial constraints, and no irregularity was raised. The court found no prejudice to the plaintiff that could not be cured by costs or adjournment. The proposed amendments raise issues worthy of consideration, particularly regarding the interplay between…

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• Amendment Of Pleadings
• Exceptions To Particulars Of Claim
• Personal Liability Of Directors
• Companies Act Interpretation
• Vague And Embarrassing Pleadings

MC Carthy (Pty) Limited v Olinsky (41796/2020)

MC Carthy (Pty) Limited v Olinsky (41796/2020) [2023] ZAGPJHC 1164 (13 October 2023)

Court

South Gauteng High Court, Johannesburg

Case number

41796/2020

Judge

Senyatsi

The High Court granted absolution from the instance, finding no prima facie evidence that the defendant defrauded the plaintiff or recklessly traded.

• Absolution From The Instance
• Reckless Trading
• Misrepresentation
• Personal Liability Of Directors
• Section 424 Companies Act
• Fraud

Rossgro Feed (Pty) Ltd v Van der Westhuizen (766/2021)

Rossgro Feed (Pty) Ltd v Van der Westhuizen (766/2021) [2023] ZALMPPHC 89 (28 September 2023)

Court

Limpopo High Court, Polokwane

Case number

766/2021

Judge

Kganyago

The court found that the defendant's special plea of compromise had no merit because the business rescue plan was not implemented and did not bind the liquidator. The defendant, as director of Procprops, placed orders for feed from the plaintiff knowing that Procprops had no credit facility and was not creditworthy. The defendant used Serfontein's account without authority and failed to clarify the arrangement or provide evidence to support his version. The defendant signed an acknowledgment of debt in both his personal and representative capacities, accepting liability should Procprops fail…

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• Reckless Trading
• Personal Liability Of Directors
• Acknowledgement Of Debt
• Business Rescue
• Compromise Of Claim
• Fraudulent Conduct

Lomastep (Pty) Ltd v Galego and Others (Leave to Appeal) (18374/2022)

Lomastep (Pty) Ltd v Galego and Others (Leave to Appeal) (18374/2022) [2023] ZAGPPHC 693 (17 August 2023)

Court

North Gauteng High Court, Pretoria

Case number

18374/2022

Judge

Neukircher

The court found that the requirements for leave to appeal under section 17(1) of the Superior Courts Act were met, given conflicting judgments within the Gauteng Division regarding the interpretation of section 218(2) of the Companies Act. The Supreme Court of Appeal has not expressly pronounced on the issues raised, and it is in the interests of justice for the SCA to provide final clarity. The application for leave to appeal is therefore granted.

Source excerpt

• Director Liability
• Companies Act 71 Of 2008
• Exception Procedure
• Leave To Appeal
• Personal Liability Of Directors

Raftelis N.O and Others v Afropulse 477 (Pty) Limited and Others (D10021/2018)

Raftelis N.O and Others v Afropulse 477 (Pty) Limited and Others (D10021/2018) [2023] ZAKZDHC 70 (17 February 2023)

Court

Kwazulu-Natal High Court, Durban

Case number

D10021/2018

Judge

Singh

The court found that the plaintiffs failed to plead any substantive basis for personal liability of the second and third defendants as directors. The Companies Act 71 of 2008 establishes that directors are not personally liable for company debts except in narrowly defined circumstances, none of which were properly alleged or substantiated in the plaintiffs' Particulars of Claim. Mere allegations of misrepresentation or the risk of an 'empty' judgment do not justify joinder of directors in their personal capacities. The court aligned itself with the interpretation that Section 218(2) of the Ac…

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• Misjoinder
• Director Liability
• Companies Act 2008
• Personal Liability Of Directors
• Management Agreement
• Purchase And Sale Agreement