South Africa Case Law

Ungerer v Ferreira and Others (4475/2024)

Ungerer v Ferreira and Others (4475/2024) [2025] ZAECQBHC 13 (7 May 2025)

Court

Eastern Cape High Court, Gqeberha

Case number

4475/2024

Judge

Gqamana

The court found that the relationship between the applicant and first respondent, while not a formal partnership, operated as a quasi-partnership, with mutual involvement in management, equal shareholding, and joint financial contributions. The first respondent's unilateral exclusion of the applicant from management, banking, and administrative functions, coupled with refusal to engage in a reasonable exit strategy and imposition of unfair conditions, constituted oppressive and unfairly prejudicial conduct under section 163 of the Companies Act. The applicant had a reasonable expectation to p…

Source excerpt

• Oppressive Conduct
• Quasi Partnership
• Shareholder Remedies
• Section 163 Companies Act
• Winding Up
• Restraint Of Trade

Richman v FRM Property Investments (Pty) Ltd and Others (2022/972)

Richman v FRM Property Investments (Pty) Ltd and Others (2022/972) [2024] ZAGPJHC 270 (14 March 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2022/972

Judge

P Stais

The court refused to wind up a solvent quasi-partnership company, but granted section 163 relief by ordering restated financials and a process to resolve loan-account disputes.

• Just And Equitable Winding Up
• Oppressive Conduct
• Companies Act Section 163
• Shareholder Disputes
• Quasi Partnership
• Majority Rule

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

Kriedmann and Another v One Vision Investments 139 (Pty) Ltd and Others (850/2018)

Kriedmann and Another v One Vision Investments 139 (Pty) Ltd and Others (850/2018) [2018] ZAECELLC 11 (13 December 2018)

Court

Eastern Cape High Court, East London Local Court

Case number

850/2018

Judge

Roberson

The court found that the relationship between the directors and shareholders of One Vision Investments 139 (Pty) Ltd, all siblings, had irretrievably broken down, resulting in a lack of trust and confidence similar to a partnership dissolution. The evidence showed that communication between the directors was impossible, with no directors' meetings since 2014 and exclusion of one director from company affairs. The court accepted that the company operated as a quasi-partnership and that the breakdown of personal relations rendered it just and equitable to wind up the company. The court exercise…

Source excerpt

• Just And Equitable Winding Up
• Companies Act Section 81
• Quasi Partnership
• Director Deadlock
• Fiduciary Duty

Niland v Huntershill Safari CC and Another (5622/2015)

Niland v Huntershill Safari CC and Another (5622/2015) [2016] ZAECGHC 102 (12 October 2016)

Court

Eastern Cape High Court, Grahamstown

Case number

5622/2015

Judge

Roberson

The court found that Huntershill Safari CC was a small domestic corporation formed on the basis of a personal relationship involving mutual confidence between the applicant and the second respondent. The relationship had irretrievably broken down due to the respondent's affair with the applicant's wife and subsequent conduct, as well as the applicant's later breach of fiduciary duties. The court determined that the breakdown of trust and confidence made it impossible for the members to cooperate in the conduct of the corporation's affairs, as required by the association agreement. The respond…

Source excerpt

• Just And Equitable Winding Up
• Close Corporation Member Dispute
• Fiduciary Duties
• Quasi Partnership
• Deadlock
• Association Agreement

Navigator Property Investments (Pty) Ltd v Silver Lakes Crossing Shopping Centre (Pty) Ltd and Others (13049/13)

Navigator Property Investments (Pty) Ltd v Silver Lakes Crossing Shopping Centre (Pty) Ltd and Others (13049/13) [2014] ZAWCHC 103; [2014] 3 All SA 591 (WCC) (30 April 2014)

Court

Western Cape High Court, Cape Town

Case number

13049/13

Judge

Ndita

The court found that the directors of the first respondent were deadlocked, resulting in the inability to hold board meetings, approve financial statements, or make strategic decisions. The breakdown in relations between the applicant and the trust-appointed directors was irreparable, with threats of liquidation and refusal to cooperate. The shareholders' agreement provision purporting to exclude deadlock as a ground for winding up was declared pro non scripto, as it conflicted with statutory rights under the Companies Act. The court held that the company's registered office in Cape Town conf…

Source excerpt

• Winding Up Of Solvent Company
• Deadlock Between Directors
• Just And Equitable Ground
• Shareholder Dispute Resolution
• Business Rescue
• Quasi Partnership

Comitis NO and Others v Fairbridge Mall (Pty) Ltd (A332/2012)

Comitis NO and Others v Fairbridge Mall (Pty) Ltd (A332/2012) [2013] ZAWCHC 99 (5 February 2013)

Court

Western Cape High Court, Cape Town

Case number

A332/2012

Judges

A.G Binns-Ward, P.B. Fourie, C.M.J Fortuin

The High Court held that the appellants failed to prove a quasi-partnership or deadlock basis for winding up, and dismissed the appeal and fresh-evidence application.

• Winding Up Of Company
• Just And Equitable Ground
• Quasi Partnership
• Deadlock Principle
• Corporate Personality
• Introduction Of Fresh Evidence On Appeal

McMillan NO v Pott and Others (11125/08)

McMillan NO v Pott and Others (11125/08) [2009] ZAWCHC 96; 2011 (1) SA 511 (WCC) (18 June 2009)

Court

Western Cape High Court, Cape Town

Case number

11125/08

Judge

A G Binns-Ward

The court found that the exclusion of McMillan from management and employment in Tygerberg Minolta (Pty) Ltd was directly relevant to the Trust's position as shareholder, given the underlying joint venture understanding. The majority shareholders failed, within a reasonable time, to offer the Trust an opportunity to withdraw its capital after McMillan's exclusion, which constituted unfairly prejudicial conduct under section 252(1) of the Companies Act. The court held that even if McMillan was at fault for his exclusion, the equity-based nature of the remedy did not preclude relief. The articl…

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• Unfair Prejudice Remedy
• Section 252 Companies Act
• Shareholder Buy Out
• Quasi Partnership
• Legitimate Expectation
• Minority Shareholder Protection

Apco Africa (Pty) Ltd v Apco Worldwide Incorporated (372/07)

Apco Africa (Pty) Ltd v Apco Worldwide Incorporated (372/07) [2008] ZASCA 64; [2008] 4 All SA 1 (SCA); 2008 (5) SA 615 (SCA) (29 May 2008)

Court

Supreme Court of Appeal

Case number

372/07

Judges

Mpati, Cameron, Van Heerden, Ponnan, Snyders

The Supreme Court of Appeal upheld winding up of a small joint-venture company after a breakdown in trust, deadlock, and loss of business purpose.

• Just And Equitable Winding Up
• Deadlock
• Quasi Partnership
• Shareholders Agreement
• Specific Performance
• Just-and-equitable-winding-up

Greaves and Others v Barnard (A894/06)

Greaves and Others v Barnard (A894/06) [2006] ZAWCHC 33; 2007 (2) SA 593 (C) (3 August 2006)

Court

Western Cape High Court, Cape Town

Case number

A894/06

Judges

A P Blignault, S Desai, A H Veldhuizen

The court held that a director-shareholder’s occupation of company premises went beyond mere employment, so spoliation relief was available. The appeal was dismissed.

• Mandament Van Spolie
• Shareholders Agreement
• Director Rights
• Quasi Partnership
• Possession Of Company Property
• Mandament-van-spolie