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South Africa decisions
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Association for Advancement of Black Account of South Africa NPC v Gidini and Others (2023/117011) [2025] ZAGPJHC 649 (25 March 2025)
The High Court held the interdictory relief moot because the respondents’ terms as directors had ended, and postponed the declaratory relief sine die.
WIA Investments SA (Pty) Limited v Robile and Others (2025/012813) [2025] ZAGPJHC 119 (17 February 2025)
Urgent interdict application struck off for lack of urgency after a factual dispute over share ownership could not be resolved on affidavit.
Besso Investments (Pty) Ltd and Others v Capeco Development (Pty) Ltd and Others (3812/2024) [2024] ZAECQBHC 74; [2025] 1 All SA 622 (ECP) (28 November 2024)
The court found that the applicants, as shareholders, were entitled to demand a shareholders' meeting for the purpose of considering the removal of directors under section 61(3) of the Companies Act. The memorandum of incorporation did not empower shareholders to call the meeting themselves; only the board could do so. The respondents' insistence on receiving detailed reasons or grounds for their removal was rejected, as the Act does not require shareholders to provide such reasons when seeking to remove directors. The court distinguished Timcke, holding that the correct position is reflected…
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Golden v Quantum Foods Holdings Limited and Others (14827/2024) [2024] ZAWCHC 364 (7 November 2024)
The court held that clause 29.3.2.1 of the first respondent's Memorandum of Incorporation, which allowed for the removal of a director by majority of the board without notice, reasons, or an opportunity to make representations, is contrary to public policy and invalid. The Companies Act, particularly sections 71(3) and (4), requires procedural safeguards for the removal of directors, including notice and a reasonable opportunity to respond. The procedure adopted by the respondents breached principles of natural justice and failed to meet constitutional standards of fairness, reasonableness, a…
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Jones and Others v Hendrik Frederick Delport and Others (2023/082594) [2024] ZAGPPHC 833; 2025 (2) SA 193 (GP) (28 August 2024)
The court found that the applicants' conduct in supporting the removal of certain directors in a related company was not performed in their capacity as directors of the respondent companies and therefore could not constitute neglect or dereliction under section 71(3)(b) of the Companies Act. There was no evidence that the applicants used their positions as directors to benefit Mr Coetzee or to undermine legal action against him. The allegations against the applicants were speculative and unsupported by facts. The applicants did not breach their duties under section 76(2)(a), 76(3)(b), or 76(3…
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Makunyane and Another v Sithole and Others (2526/2024) [2024] ZAMPMHC 38 (17 July 2024)
The High Court struck an urgent application from the roll, finding no proven urgency, no evidence of imminent mining-right transfer, and self-created delay.
Mawerco (Pty) Ltd v Sithole and Others (322/2023) [2024] ZASCA 91 (10 June 2024)
The SCA held that declaratory relief could not replace a review of the Association’s resolution removing shareholder-appointed directors.
Mandela Bay Development Agency and Others v Nelson Mandela Bay Municipality (3619/2023) [2024] ZAECQBHC 25 (19 March 2024)
The court held that the MBDA board was not lawfully removed, ordered the municipality to resume quarterly payments, and rejected objections based on arbitration, joinder, and urgency.
Langeni and Another v South African Women In Mining Association and Others (27669/2022) [2023] ZAGPJHC 1309 (10 November 2023)
The High Court set aside the board’s removal of two SAMIWA directors, finding no valid section 71 ground and no proper basis beyond internal infighting.
Litabe v Di Thabeng Wholesale Fuel Supply (Pty) Ltd and Others (434/2022) [2023] ZAFSHC 376 (9 October 2023)
The court found that the respondents failed to prove that the second respondent was a shareholder, let alone a majority shareholder, of the first respondent. No valid share certificate, securities register entry, or authenticated transfer was presented. Consequently, the shareholders' meeting at which the applicant was removed was not properly constituted, rendering the removal invalid and contrary to section 71 of the Companies Act. The applicant is entitled to reinstatement as director. The court declined to order the provision of company documents, finding no proper case made out and notin…
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