South Africa Case Law

Vantage Goldfields SA (Pty) Ltd v Siyakhula Sonke Empowerment Corporation (Pty) Ltd and Another (853/2023)

Vantage Goldfields SA (Pty) Ltd v Siyakhula Sonke Empowerment Corporation (Pty) Ltd and Another (853/2023) [2025] ZASCA 1; 2025 (2) SA 436 (SCA) (9 January 2025)

Court

Supreme Court of Appeal

Case number

853/2023

Judges

Zondi DP, Nicholls JA, Meyer JA, Coppin AJA, Bloem AJA

The Supreme Court of Appeal held that the principal agreement lapsed due to non-fulfilment of the payment condition by the stipulated date, as required by clause 3.2. Subsequent addenda, concluded after the expiry of the relevant dates, could not revive the agreement without amending or eliminating clause 3.2, which remained intact. The purported 'deeming' provisions and extensions in the addenda were ineffective because they were made after the contract had already lapsed. Even if the addenda could be construed as attempts to revive the agreement, they would have self-destructed upon non-ful…

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• Sale Of Shares
• Suspensive Conditions
• Contract Lapsing
• Revival Of Contract
• Unjust Enrichment

Nel & Others v Cilliers (197/2023)

Nel & Others v Cilliers (197/2023) [2024] ZASCA 57 (19 April 2024)

Court

Supreme Court of Appeal

Case number

197/2023

Judges

Nicholls, Matojane, Molefe, Baartman, Mbhele

The Supreme Court of Appeal held that the appellants' pre-trial concession regarding the invalidity of D2 under the National Credit Act was binding and not withdrawn, precluding any relief under D2. The full court erred in finding D1 inchoate based on unpleaded issues and unreliable testimony; the objective facts showed D1 was neither simulated nor abandoned. D1 did not fall within the definition of a credit agreement under section 8(4) of the NCA, as no charge, fee, or interest was payable on the deferred payment. The parties' true intention was a sale of shares with deferred payment, not a…

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• Specific Performance
• National Credit Act
• Contract Novation
• Pre Trial Concession
• Sale Of Shares

Meredith v Moodley (25339/2020)

Meredith v Moodley (25339/2020) [2023] ZAGPJHC 176 (21 February 2023)

Court

South Gauteng High Court, Johannesburg

Case number

25339/2020

Judge

ML Senyatsi

The High Court refused summary judgment and dismissed a strike-out application, finding the defendant raised a triable defence based on alleged lack of spousal consent.

• Summary Judgment
• Strike Out Application
• Sale Of Shares
• Matrimonial Property Consent
• Summary-judgment
• Strike-out

Dipela v Fischer and Another

Dipela v Fischer and Another [2023] ZAGPPHC 73; 20360/21 (6 February 2023)

Court

North Gauteng High Court, Pretoria

Case number

20360/21

Judge

B.E Mnyovu

The court found that material disputes of fact exist between the parties, particularly regarding the nature of the payments, the existence of subsequent agreements, and the quantification of the applicant's claim. The respondent's version, supported by documentary evidence and correspondence, raises genuine disputes that cannot be resolved on affidavit. The applicant should have foreseen these disputes when launching the application. In light of the importance of the matter and the amounts involved, the court determined that dismissing the application would be unfair. Accordingly, the applica…

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• Sale Of Shares
• Motion Proceedings
• Dispute Of Fact
• Repudiation
• Quantification Of Claim

Skok David N.O. v Dumbrill and Others (43769/2018)

Skok David N.O. v Dumbrill and Others (43769/2018) [2022] ZAGPJHC 1017 (19 December 2022)

Court

South Gauteng High Court, Johannesburg

Case number

43769/2018

Judge

Van der Berg AJ

The High Court held that a company’s insurance policy proceeds belonged to the company, not the shareholder’s estate, and dismissed a tacit-term claim.

• Company Separate Personality
• Sale Of Shares
• Tacit Terms
• Insurance Policy Proceeds
• Joinder
• Costs Order

Brady v D&R Farming CC and Another (8323/2020)

Brady v D&R Farming CC and Another (8323/2020) [2021] ZAGPJHC 574 (18 October 2021)

Court

South Gauteng High Court, Johannesburg

Case number

8323/2020

Judge

Mahomed AJ

The court held that the 2019 avocado crop profits were not part of the sale agreement for Brady’s member interest. Wasley’s calculated balance of R548,718.75 was upheld.

• Close Corporation Member Interest
• Specific Performance
• Contractual Interpretation
• Sale Of Shares
• Close-corporation-member-interest
• Contractual-interpretation

Davies v Shwatz and Others (38996/2019)

Davies v Shwatz and Others (38996/2019) [2019] ZAGPJHC 518 (10 December 2019)

Court

South Gauteng High Court, Johannesburg

Case number

38996/2019

Judge

Molahlehi

The court found that the applicant failed to establish urgency as required by Rule 6(12) of the Uniform Rules of Court. The applicant did not demonstrate that he would be unable to obtain substantial redress in due course if the matter were not heard urgently. The claim relates to the purchase price of shares, not salary or maintenance, and the applicant's financial hardship does not justify urgent relief. Accordingly, the application was struck off the roll with costs.

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• Urgent Application
• Specific Performance
• Sale Of Shares
• Rule 6 12
• Purchase Price

Collett v Marais (39970/2015)

Collett v Marais (39970/2015) [2018] ZAGPPHC 511 (1 June 2018)

Court

North Gauteng High Court, Pretoria

Case number

39970/2015

Judge

Dodson

The court found that an oral agreement was concluded between the parties on 3 November 2014, as evidenced by the applicant's email, subsequent payments, and the conduct of both parties. The respondent's version was rejected as implausible and unsupported by the facts. The agreement was not subject to a suspensive condition requiring reduction to writing and signature, as there was no clear evidence of such intention. The applicant was entitled to payment of the outstanding purchase price and interest a tempore morae as damages for breach, despite the absence of an express interest clause in t…

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• Oral Contract
• Sale Of Shares
• Specific Performance
• Mora Interest
• Contractual Conditions

Main Street 1511 (Pty) Ltd v Roossenkal Foods Investment Holdings (Pty) Ltd (LM265Jan18)

Main Street 1511 (Pty) Ltd v Roossenkal Foods Investment Holdings (Pty) Ltd (LM265Jan18) [2018] ZACT 18 (5 March 2018)

Court

Competition Tribunal

Case number

LM265Jan18

Judges

Andreas Wessels, Mondo Mazwai, Andiswa Ndoni

The Competition Tribunal unconditionally approved Main Street 1511’s acquisition of Roossenekal Foods Investment Holdings, finding no competition or public interest concerns.

• Merger Notification
• Substantial Lessening Of Competition
• Public Interest
• Sale Of Shares
• Merger-notification
• Competition-law

NEAH GES (Pty) Ltd and Another v Lamprecht and Others, Lamprecht v NEAH GES Africa (Pty) Ltd (33286/16)

NEAH GES (Pty) Ltd and Another v Lamprecht and Others, Lamprecht v NEAH GES Africa (Pty) Ltd (33286/16) [2017] ZAGPPHC 102 (14 February 2017)

Court

North Gauteng High Court, Pretoria

Case number

33286/16

Judge

S P Mothle

The court found that the applicants established a prima facie case for damages or reduction of the purchase price based on breaches of non-solicitation, failure to provide financial records, and non-disclosure of tax liabilities. The exceptio non adempleti contractus defence was held to be valid at this stage, excusing the applicants from payment pending action for damages. The restraint of trade and non-solicitation clauses remain binding and have not become void. The liquidation proceedings are stayed pending the outcome of the action for damages, and the counter application may be heard to…

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• Restraint Of Trade
• Exceptio Non Adempleti Contractus
• Sale Of Shares
• Interim Interdict
• Non Solicitation
• Actio Quanti Minoris