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Graham N.O and Others v Sailing Puppy (Pty) Ltd and Another (037099/2024) [2025] ZAGPPHC 558 (20 May 2025)
The High Court ordered Sailing Puppy (Pty) Ltd to convene a shareholders’ meeting after finding the Trust was the sole shareholder and the director’s refusal unjustified.
Lerotholi and Another v Cebekhuli Construction (Pty) Ltd and Others (028122/25) [2025] ZAGPJHC 333 (20 March 2025)
Urgent commercial dispute over invoice discounting, bank-account control, and a director’s removal. The court granted interim oversight relief but struck the removal challenge off for lack of urgency.
Weir v Wiehahn Formwork Solutions (Pty) Ltd and Others (19494/2024) [2025] ZAWCHC 74; [2025] 2 All SA 938 (WCC); 2025 (4) SA 637 (WCC) (4 March 2025)
The court held that section 71(1) and (2) of the Companies Act does not require shareholders to provide reasons for the intended removal of a director in advance of the shareholders' meeting. The statutory text distinguishes between removal by shareholders and removal by fellow directors, with only the latter requiring advance reasons. The court found the Timcke decision to be clearly wrong in reading such a requirement into section 71(2), and aligned itself with Miller and Besso, which held that shareholders may remove directors at will, subject only to notice and a reasonable opportunity to…
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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)
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.
Ramela v Ndzunzu and Others (126/2022) [2024] ZAECELLC 45 (30 October 2024)
The court found that the 1st respondent's continued occupation as director of Border Cricket NPC was in clear contravention of the company's memorandum of incorporation, which limits directorship to nine consecutive years and requires a two-year cooling-off period before reappointment. The evidence showed that the 1st respondent had served for eleven years without interruption. The respondents' argument that the Companies Act sections 71 and 162 exclusively govern removal was rejected; the court held that the memorandum of incorporation and the Act must be read together, and section 66(4)(i)…
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Sharp and Another v Buthelezi and Others (2024/088147) [2024] ZAGPJHC 908 (18 September 2024)
The High Court set aside the removal of Gareth Sharp as director for procedural defects, but upheld the appointment of two other directors and refused business rescue.
Samet v Socrati Footwear (Pty) Limited and Others (2024/091492) [2024] ZAGPJHC 910 (10 September 2024)
The High Court found an urgent bid to set aside director-removal resolutions was not urgent, noting disputed notice issues and an undertaking not to act on the resolutions.
Peter v Mimosa Court Shareblock RF (Pty) Ltd and Others (7651/2024) [2024] ZAWCHC 242 (5 September 2024)
The court held that section 71(5) of the Companies Act 71 of 2008 prescribes a strict 20 business day period for a director to apply for review of a board's determination to remove him. The statutory language does not provide for condonation of late applications, and the time period is triggered by the board's determination, not by the director's formal receipt of the resolution or record of deliberations. The applicant was found to have obtained actual knowledge of the board's decision on 12 March 2024, the day after the meeting, and the last day to deliver the review application was 11 Apri…
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Siyakhula Sonke Empowerment Corporation (Pty) Ltd and Others v Redpath Mining (South Africa) (Pty) Ltd and Another (9234/2022) [2024] ZAGPJHC 680 (22 July 2024)
The court held that the review of Mr Arendse's removal as a director of RMSA is governed by section 71(5) of the Companies Act, which provides for a narrow statutory review limited to procedural and jurisdictional compliance. The Promotion of Administrative Justice Act and the principle of legality do not apply, as RMSA is a private company and the removal is not administrative action. The board complied with the requirements of section 71 by providing sufficient notice and opportunity for Mr Arendse to respond. The allegations of bias and bad faith were not substantiated, and the evidence pr…
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Styger and Others v DDD Diesel Deliveries (Pty) Ltd and Others (2024-055364) [2024] ZAGPPHC 501 (28 May 2024)
The High Court dismissed an urgent bid to stop a shareholders’ meeting on removing a director, finding no proven unlawfulness and a material dispute of fact.
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