South Africa Case Law

Lloyd v Richards and Another (4892/2022)

Lloyd v Richards and Another (4892/2022) [2025] ZAWCHC 41 (13 February 2025)

Court

Western Cape High Court, Cape Town

Case number

4892/2022

Judge

Van Zyl

The court found that the sale of members’ interest agreement did not expressly or by necessary implication create joint and several liability. Clause 4.4 stipulated that each respondent purchased 50% of the members’ interest, and references to 'the Purchasers' and their joint conduct did not override this. The debt was divisible, and the presumption of joint liability applied. The applicant failed to show an intention to create joint and several liability. Regarding costs, the court held that the application was premature as the corporation was not debt-free at the effective date, and payment…

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• Sale Of Members Interest
• Joint Liability
• Contract Interpretation
• Costs Award
• Magistrates Court Jurisdiction

Lucietto N.O. v Wellman and Others (1697/2023)

Lucietto N.O. v Wellman and Others (1697/2023) [2023] ZAECMKHC 102 (26 September 2023)

Court

Eastern Cape High Court, Makhanda

Case number

1697/2023

Judge

Mtshabe

The High Court confirmed a rule nisi directing payment of R350,000 to an executrix from sale proceeds, finding urgency, valid service, and no genuine dispute of fact.

• Interim Interdict
• Final Interdict
• Sale Of Members Interest
• Trust Account Funds
• Urgent Application
• Service Of Process

Vallun v Malan and Another (47599/2021)

Vallun v Malan and Another (47599/2021) [2023] ZAGPPHC 611 (31 July 2023)

Court

North Gauteng High Court, Pretoria

Case number

47599/2021

Judge

Nyathi

The High Court granted leave to amend particulars of claim, finding the proposed amendments sufficiently specific and rejecting objections that they were vague or prejudicial.

• Amendment Of Pleadings
• Exception Procedure
• Sale Of Members Interest
• Restoration Of Position
• Vagueness And Embarrassment
• Amendment-of-pleadings

Louw and Others v Davids and Others (783/2017)

Louw and Others v Davids and Others (783/2017) [2018] ZASCA 70 (29 May 2018)

Court

Supreme Court of Appeal

Case number

783/2017

Judges

Navsa, Swain, Davis, Plasket, Rogers

The SCA held that cancellation of a close corporation sale was not justified where most of the price had been paid and restitution was doubtful.

• Breach Of Contract
• Sale Of Members Interest
• Close Corporation
• Material Breach
• Restitution
• Non Variation Clause

Davids and Others v Louw and Others (A525/2015, 4832/2014)

Davids and Others v Louw and Others (A525/2015, 4832/2014) [2016] ZAWCHC 140 (27 October 2016)

Court

Western Cape High Court, Cape Town

Case number

A525/2015, 4832/2014

Judges

Le Grange, Steyn, Saldanha

The Full Bench held that section 21(2) of the MLRA did not make statutory approval a suspensive condition for sale of the CC interest, and dismissed the cancellation claim.

• Sale Of Members Interest
• Marine Living Resources Act
• Contractual Breach
• Materiality Of Breach
• Suspensive Conditions
• Empowerment In Fishing Industry

Kretzmer v Glezerson (11682/13)

Kretzmer v Glezerson (11682/13) [2013] ZAGPJHC 185 (5 June 2013)

Court

South Gauteng High Court, Johannesburg

Case number

11682/13

Judge

P L Carstensen

The court found that the respondent's reliance on an oral agreement was precluded by the written contract's non-variation and non-waiver clauses, which require any alteration to be in writing and signed by both parties. The respondent's defence based on misrepresentation was not bona fide, as he continued making payments after allegedly discovering the fraud and did not raise the issue until the answering affidavit. The evidence showed that the alleged fraud related to the conduct of a third party, not the applicant, and the respondent's own correspondence did not implicate the applicant. The…

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• Sale Of Members Interest
• Contractual Variation
• Misrepresentation
• Specific Performance

Pretorius v Wagner NO and Another (1736/09)

Pretorius v Wagner NO and Another (1736/09) [2010] ZANWHC 46 (17 September 2010)

Court

North West High Court, Mafikeng

Case number

1736/09

Judge

Kgoele

The court found a sale agreement had been mutually cancelled and ordered repayment of the deposit, interest, and costs, rejecting the National Credit Act objection.

• Contract Cancellation
• Mutual Agreement
• Sale Of Members Interest
• Repayment Of Deposit
• Interest On Debt
• Contract-cancellation

Pillay and Another v Shaik and Others (006/08)

Pillay and Another v Shaik and Others (006/08) [2008] ZASCA 159; 2009 (4) SA 74 (SCA) ; [2009] 2 All SA 435 (SCA) (27 November 2008)

Court

Supreme Court of Appeal

Case number

006/08

Judges

Farlam, Lewis, Jafta, Maya, Kgomo

The Supreme Court of Appeal held that, in the absence of a statutory requirement or a pre-existing agreement prescribing signature as a condition for contractual validity, the conduct of the respondents, through their attorneys and agents, induced the appellants to reasonably believe that binding contracts had been concluded. The doctrine of quasi-mutual assent applies where the offeree's conduct leads the offeror to believe acceptance has occurred, even if the prescribed mode of acceptance (signature) was not followed. The evidence showed that the respondents' agents received deposits, alloc…

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• Contract Formalities
• Quasi Mutual Assent
• Sale Of Members Interest
• Alienation Of Land Act
• Specific Performance
• Binding Effect Of Conduct