South Africa Case Law

Shepstone and Wylie Attorneys v De Witt N.O. and Others (CCT 171/23)

Shepstone and Wylie Attorneys v De Witt N.O. and Others (CCT 171/23) [2025] ZACC 14 (1 August 2025)

Court

Constitutional Court

Case number

CCT 171/23

Judges

Maya CJ, Madlanga ADCJ, Kollapen J, Majiedt J, Mathopo J, Rogers J, Theron J, Tolmay AJ, Tshiqi J

The Constitutional Court held that the Supreme Court of Appeal misapplied and misstated the law regarding trustee decision-making. The Trust Deed, as interpreted, allowed for decisions to be made at a quorate meeting of two trustees, provided reasonable notice was given to all trustees. The requirement for unanimity applied only to specific powers, such as conducting business in a commercial sense (item 26 of the appendix), and not to all trustee decisions. The resolution to execute the deed of suretyship was validly passed at a properly convened meeting, and the subsequent signing by two tru…

Source excerpt

• Trust Deed Interpretation
• Suretyship Authorisation
• Majority Vs Unanimity
• Resolution Validity
• Trustee Powers

Critchfield v Orange Pallet (Pty) Ltd and Others (2024/015687)

Critchfield v Orange Pallet (Pty) Ltd and Others (2024/015687) [2025] ZAGPJHC 264 (11 February 2025)

Court

South Gauteng High Court, Johannesburg

Case number

2024/015687

Judge

Johann Gautschi

The High Court referred a share-transfer dispute to trial after finding factual disputes could not be resolved on motion papers.

• Share Transfer Dispute
• Fraudulent Registration
• Motion Proceedings
• Resolution Validity
• Share-transfer-dispute
• Fraudulent-registration

Botha and Others v Ruthven and Others

Botha and Others v Ruthven and Others [2023] ZAGPPHC 159; 29145/2021 (8 March 2023)

Court

North Gauteng High Court, Pretoria

Case number

29145/2021

Judge

Noko AJ

The High Court set aside trust resolutions terminating the trust and withdrawing litigation, removed the trustee for conflicted conduct, and awarded punitive costs.

• Trust Property Control Act
• Removal Of Trustee
• Declaratory Relief
• Conflict Of Interest
• Resolution Validity
• Fiduciary Duties

Engen Petroleum Ltd v Jai Hind EMCC t/a Emmarentia Convenience Centre and Others (2022/046904)

Engen Petroleum Ltd v Jai Hind EMCC t/a Emmarentia Convenience Centre and Others (2022/046904) [2023] ZAGPJHC 38 (24 January 2023)

Court

South Gauteng High Court, Johannesburg

Case number

2022/046904

Judge

Vally

The High Court set aside a business rescue resolution that had been passed by trust trustees rather than the close corporation’s proper member, and ordered final winding up.

• Business Rescue
• Winding Up
• Companies Act 71 Of 2008
• Resolution Validity
• Creditor Claims
• Business-rescue

Zeelie N.O v Mjejane Farm Management (Pty) Ltd and Others (2138/2021)

Zeelie N.O v Mjejane Farm Management (Pty) Ltd and Others (2138/2021) [2021] ZAMPMBHC 33 (22 July 2021)

Court

Mbombela High Court, Mpumalanga

Case number

2138/2021

Judge

Mashile

The court found that the compulsory liquidation application was served on Mjejane Farm Management (Pty) Ltd on 6 May 2021, prior to the adoption of the business rescue resolution on 29 May 2021. Section 129(2)(a) of the Companies Act, 71 of 2008, prohibits the adoption of a business rescue resolution when liquidation proceedings have been initiated. The respondents' argument that the voluntary and compulsory liquidation applications were inextricably linked was rejected, as the order of Davis J only set aside the voluntary liquidation and did not affect the pending compulsory liquidation appl…

Source excerpt

• Business Rescue
• Companies Act 2008
• Liquidation Proceedings
• Resolution Validity

Shepstone and Wylie Attorneys v Abraham Johannes De Witt N.O and Others (5140/2019)

Shepstone and Wylie Attorneys v Abraham Johannes De Witt N.O and Others (5140/2019) [2021] ZAKZPHC 38 (10 June 2021)

Court

Kwazulu-Natal High Court, Pietermaritzburg

Case number

5140/2019

Judge

Bezuidenhout AJ

The court held that a deed of suretyship signed by two trustees was not duly authorised because the trust deed required unanimity for a matter of substance.

• Trustee Powers
• Suretyship Authorisation
• Resolution Validity
• Fiduciary Duties
• Trustee-powers
• Suretyship-authorisation

Jurgens Campworld (Pty) Ltd v Prestige Campworld (Pty) Ltd (6811/2020)

Jurgens Campworld (Pty) Ltd v Prestige Campworld (Pty) Ltd (6811/2020) [2020] ZAGPPHC 659 (5 June 2020)

Court

North Gauteng High Court, Pretoria

Case number

6811/2020

Judge

M Mbongwe

The High Court dismissed an application to recover caravans under a consignment agreement, finding the applicant lacked valid authority to act and litigate.

• Consignment Agreement
• Company Directorship
• Authority To Institute Proceedings
• Pre Emption Right
• Resolution Validity
• Consignment-agreement

Mouton v Park 2000 Development 11 (Pty) Ltd and Others; In Re Stewart NO v Mouton and Others (1070/19; 8488/16; 2535/19)

Mouton v Park 2000 Development 11 (Pty) Ltd and Others; In Re Stewart NO v Mouton and Others (1070/19; 8488/16; 2535/19) [2019] ZAWCHC 90; [2019] 4 All SA 133 (WCC) ; 2019 (6) SA 105 (WCC) (23 July 2019)

Court

Western Cape High Court, Cape Town

Case number

1070/19; 8488/16; 2535/19

Judge

M Sher

The court found that the liquidation proceedings against Park 2000 were 'initiated' when the resolution to launch them was adopted, not when the liquidation application was filed at court. The business rescue resolution was adopted after the liquidation resolution and thus in breach of section 129(2)(a) of the Companies Act 71 of 2008. Furthermore, the business rescue resolution was not passed by the requisite majority of directors, rendering it a nullity. The court rejected the respondents' version as unreliable and contrived, noting contradictory affidavits and lack of credibility. The busi…

Source excerpt

• Business Rescue
• Companies Act 71 Of 2008
• Resolution Validity
• Liquidation Initiation
• Director Authority

Nedbank Limited v Janse van Vuuren and Another (33222/2011)

Nedbank Limited v Janse van Vuuren and Another (33222/2011) [2018] ZAGPPHC 335 (4 May 2018)

Court

North Gauteng High Court, Pretoria

Case number

33222/2011

Judge

Wanless

The High Court held that a trustee resolution authorised one trustee to sign for the Trust, making the instalment sale agreements valid and enforceable.

• Suretyship
• Trustee Authority
• Resolution Validity
• Agency Principles
• Enrichment Claim
• Prescription

Davids NO and Another v Tai Ross Properties VDBP (Pty) Ltd (24523/2015)

Davids NO and Another v Tai Ross Properties VDBP (Pty) Ltd (24523/2015) [2016] ZAGPPHC 97 (2 March 2016)

Court

North Gauteng High Court, Pretoria

Case number

24523/2015

Judge

Msimeki

The High Court held that a trust loan agreement was invalid because the trustees did not act jointly and the defect could not be ratified later.

• Company Liquidation
• Trustee Authority
• Resolution Validity
• Ab Initio Invalidity
• Trustee-authority
• Trust-resolutions