South Africa Case Law

Trustees for the Time Being of the Kromrivier Trust v Trustees for the Time Being of the Hartwig Family Trust and Others (16514/2023)

Trustees for the Time Being of the Kromrivier Trust v Trustees for the Time Being of the Hartwig Family Trust and Others (16514/2023) [2025] ZAWCHC 19 (29 January 2025)

Court

Western Cape High Court, Cape Town

Case number

16514/2023

Judge

J Cloete

The High Court granted limited relief over company records, dismissed section 163 oppression claims, and found the director’s removal invalid but allowed meetings to be reconvened.

• Companies Act Section 163
• Shareholder Oppression
• Removal Of Director
• Annual Financial Statements
• Deadlock Resolution
• Rectification Of Share Register

Mosalakae and Others v Matlala and Others (267/2018)

Mosalakae and Others v Matlala and Others (267/2018) [2019] ZASCA 125 (27 September 2019)

Court

Supreme Court of Appeal

Case number

267/2018

Judges

Navsa, Plasket, Dlodlo, Tsoka, Weiner

The SCA dismissed an appeal over Gundo Investments’ share register, holding that the alleged rights offer lacked essential terms and was not proved.

• Rectification Of Share Register
• Companies Act 1973
• Shareholder Disputes
• Black Economic Empowerment
• Contractual Certainty
• Onus Of Proof

Rajay and Another v Zwene Insurance Brokers (Pty) Ltd (2018/42821)

Rajay and Another v Zwene Insurance Brokers (Pty) Ltd (2018/42821) [2019] ZAGPJHC 366 (11 September 2019)

Court

South Gauteng High Court, Johannesburg

Case number

2018/42821

Judge

Dosio

The court found that the first applicant was the beneficial owner of 40% of the shares in the respondent, with Pillay acting as nominee. The evidence, including agreements, minutes, and correspondence, established the first applicant's entitlement and involvement in management and dividends. The respondent's refusal to register the first applicant as shareholder and the breakdown in relations constituted deadlock and oppressive conduct. The sale of shares from Pillay to Reddy was void ab initio due to breach of the nominee agreement and lack of communication with the first applicant. The cour…

Source excerpt

• Winding Up Of Solvent Company
• Beneficial Ownership
• Rectification Of Share Register
• Oppressive Conduct
• Deadlock
• Companies Act 71 Of 2008

Matlala and Others v Mosalakae and Others (49867/2010)

Matlala and Others v Mosalakae and Others (49867/2010) [2017] ZAGPPHC 1032 (13 November 2017)

Court

North Gauteng High Court, Pretoria

Case number

49867/2010

Judge

M.C De Klerk

The High Court ordered rectification of Gundo Investments’ members register, finding no valid rights-offer contract for extra shares and restoring equal ownership among seven entities.

• Rectification Of Share Register
• Companies Act 1973
• Rights Offer
• Shareholder Entitlement
• Contractual Consensus
• Allocation Of Shares

Budge and Others v Glyn-Cuthbert and Others (27011/12)

Budge and Others v Glyn-Cuthbert and Others (27011/12) [2016] ZAGPJHC 394 (8 June 2016)

Court

South Gauteng High Court, Johannesburg

Case number

27011/12

Judge

Mphahlele

The court held that the dissolution agreement was not repudiated or cancelled, but ordered an accounting, repayment of certain management fees, and release of trust-held funds.

• Partnership Dissolution
• Repudiation Of Contract
• Management Fee Dispute
• Fiduciary Duty
• Condictio Sine Causa
• Rectification Of Share Register

Moosa N.O. and Others v Moosa and Others (A146/13)

Moosa N.O. and Others v Moosa and Others (A146/13) [2014] ZAGPPHC 796 (18 September 2014)

Court

North Gauteng High Court, Pretoria

Case number

A146/13

Judges

P.M. Mabuse, Windell, M.W. Msimeki

Appeal upheld: the High Court found jurisdiction under section 19(1)(b) and set aside the order upholding the First Defendant’s special plea.

• Jurisdiction Of High Court
• Rectification Of Share Register
• Nominee Shareholding
• Joinder Of Parties
• Jurisdiction
• Share-register-rectification

Niemcor Africa (Pty) Limited v Bushveld Chrome Resources (Pty) Limited (73169/2013)

Niemcor Africa (Pty) Limited v Bushveld Chrome Resources (Pty) Limited (73169/2013) [2014] ZAGPPHC 468 (20 June 2014)

Court

North Gauteng High Court, Pretoria

Case number

73169/2013

Judge

Basson

The court held that a share disposition in liquidation is completed on registration, not merely on contract. The transfer here was void and not validated.

• Company Liquidation
• Disposition Of Shares
• Fiduciary Duty
• Rectification Of Share Register
• Section 341 Companies Act
• Company-liquidation

Mashike and Ross NNO and Another v Senwesbel Ltd (253/2012)

Mashike and Ross NNO and Another v Senwesbel Ltd (253/2012) [2013] ZASCA 35; [2013] 3 All SA 20 (SCA) (28 March 2013)

Court

Supreme Court of Appeal

Case number

253/2012

Judges

Ponnan, Maya, Malan, Petse, Plasket

The SCA held that, even assuming unlawful financial assistance, the share sale and finance arrangements were severable. The appeal failed for non-joinder and lack of basis to refer evidence.

• Financial Assistance For Share Purchase
• Companies Act Section 38
• Joinder Of Parties
• Invalidity Of Share Transactions
• Rectification Of Share Register
• Financial-assistance

Hassam NO and Others v Moosa and Others (33657/2010)

Hassam NO and Others v Moosa and Others (33657/2010) [2012] ZAGPPHC 311 (30 November 2012)

Court

North Gauteng High Court, Pretoria

Case number

33657/2010

Judge

Phatudi

The court found that the main defendant, against whom the substantial relief is sought, resides outside the jurisdiction of the North Gauteng High Court. The plaintiffs failed to prove the location of the shares or the existence of the share register within the court's jurisdiction. Relief sought against the third defendant was merely to record the true state of affairs and did not confer jurisdiction. Section 19(1)(b) of the Supreme Court Act does not extend jurisdiction to the main defendant in these circumstances. The special plea on jurisdiction was upheld and the matter struck off the ro…

Source excerpt

• Jurisdiction
• Joinder Of Parties
• Rectification Of Share Register
• Declaratory Relief

Thompson and Another v ILIPS (Pty) Ltd and Others (27199/12)

Thompson and Another v ILIPS (Pty) Ltd and Others (27199/12) [2012] ZAGPPHC 105 (1 June 2012)

Court

North Gauteng High Court, Pretoria

Case number

27199/12

Judge

AP Ledwaba

The court granted urgent relief enforcing pre-emptive share rights, rectifying the share register, and setting aside an irregular CEO appointment.

• Pre Emptive Rights
• Shareholder Agreements
• Rectification Of Share Register
• Appointment Of Directors
• Urgent Interdict
• Companies Act Compliance