South Africa Case Law

Stand 242 Hendrik Potgieter Road Ruimsig (Pty) Ltd v Bubesi Investments 196 (Pty) Ltd and Others (40081/2013)

Stand 242 Hendrik Potgieter Road Ruimsig (Pty) Ltd v Bubesi Investments 196 (Pty) Ltd and Others (40081/2013) [2017] ZAGPJHC 131 (12 May 2017)

Court

South Gauteng High Court, Johannesburg

Case number

40081/2013

Judge

Van der Linde

The High Court refused joinder and amendment because the proposed negligence claim against an attorney had prescribed under section 12 of the Prescription Act.

• Joinder Of Parties
• Prescription Act
• Misrepresentation
• Duty Of Care
• Company Sale
• Section 228 Companies Act

Aerterno Investments 215 (Pty) Ltd v Galaxy Minerals (Pty) Ltd and Others (15527/08)

Aerterno Investments 215 (Pty) Ltd v Galaxy Minerals (Pty) Ltd and Others (15527/08) [2011] ZAKZPHC 38 (13 May 2011)

Court

Kwazulu-Natal High Court, Pietermaritzburg

Case number

15527/08

Judge

Murugasen

High Court held the sale was not binding on the company because the second defendant lacked authority, but ordered him to repay the R1 million purchase price.

• Alienation Of Land Act
• Company Directors Authority
• Ostensible Authority
• Unjust Enrichment
• Specific Performance
• Section 228 Companies Act

Marble Gold 210 (Pty) Ltd t/a Extreme Engineering v Beam Joint Venture Structures (Pty) Ltd and Others (7141/2009)

Marble Gold 210 (Pty) Ltd t/a Extreme Engineering v Beam Joint Venture Structures (Pty) Ltd and Others (7141/2009) [2009] ZAKZDHC 55 (17 November 2009)

Court

Kwazulu-Natal High Court, Durban

Case number

7141/2009

Judge

Swain

The court found that Williamson lacked authority to withdraw the applicant from the joint venture and transfer its shares, as such disposal constituted the greater part of the applicant's assets or undertaking under section 228 of the Companies Act. The transfer was not approved by a special resolution of shareholders and was therefore invalid unless subsequently ratified. The Turquand Rule did not protect the respondents, as section 228 prevails to safeguard shareholder interests. The applicant established a prima facie right to interim relief, and the respondents failed to prove entitlement…

Source excerpt

• Company Director Authority
• Section 228 Companies Act
• Interim Interdict
• Joint Venture Dispute
• Share Transfer
• Security For Costs

Philani-Ma-Afrika and Others v Mailula and Others, Mailula v Mashele and Others

Philani-Ma-Afrika and Others v Mailula and Others, Mailula v Mashele and Others [2008] ZAGPHC 446; 4341/08, 2008/4453 (4 November 2008)

Court

High Courts - Gauteng

Case number

4341/08; 2008/4453

Judge

Willis

The court found that although section 228 of the Companies Act was not complied with, the transfer of Angus Mansions to Mr Mailula had already occurred and both parties had performed. The Registrar of Deeds was entitled to rely on the conveyancer's assurances, and the purchaser was not required to verify internal company resolutions. The court held that setting aside the transfer would cause disproportionate prejudice to innocent parties, including the purchaser and mortgagee, and that the applicant's remedy lay in damages, not in reversal of the transfer. The application to set aside the sal…

Source excerpt

• Section 228 Companies Act
• Transfer Of Immovable Property
• Eviction Proceedings
• Deeds Registry Act
• Bona Fide Purchaser
• Company Resolution Requirements

Hos+Med Medical Aid Scheme v Thebe ya Pelo Healthcare and Others (015/07)

Hos+Med Medical Aid Scheme v Thebe ya Pelo Healthcare and Others (015/07) [2007] ZASCA 163; [2007] SCA 163 (RSA); [2008] 2 All SA 132 (SCA); 2008 (2) SA 608 (SCA) (29 November 2007)

Court

Supreme Court of Appeal

Case number

015/07

Judges

Howie, Cloete, Lewis, Hurt, Mhlantla

The Supreme Court of Appeal held that an arbitration appeal tribunal exceeded its powers by deciding an unpleaded issue, and sent the dispute to a new tribunal.

• Arbitration Act 42 Of 1965
• Powers Of Arbitration Tribunal
• Pleading And Amendment
• Unanimous Assent
• Section 228 Companies Act
• Audi Alteram Partem

Thebe Ya Bophelo Healthcare v Van Der Walt NO and Others (17641/06)

Thebe Ya Bophelo Healthcare v Van Der Walt NO and Others (17641/06) [2006] ZAGPHC 100; [2007] 2 All SA 211 (T) (15 November 2006)

Court

High Courts - Gauteng

Case number

17641/06

Judge

Seriti

High Court review of an arbitration appeal award set aside the tribunal’s reliance on an unpleaded unanimous-assent defence and upheld the original award.

• Arbitration Review
• Pleading Requirements
• Unanimous Assent
• Section 228 Companies Act
• Arbitration Act Section 33
• Broker Commission Dispute

Shoprite Checkers (Pty) Ltd v Grobbelaar and Others (460/2004)

Shoprite Checkers (Pty) Ltd v Grobbelaar and Others (460/2004) [2005] ZASCA 89 (26 September 2005)

Court

Supreme Court of Appeal

Case number

460/2004

Judges

Combrinck, Howie, Zulman, Nugent, Mlambo

The Supreme Court of Appeal found that the rights under the restraint of trade agreements were not merely personal to SCEB but attached to the business and thus passed to the appellant upon transfer of the business. The evidence established that Shoprite Holdings was the sole shareholder of SCEB and had approved the transaction, satisfying the requirements of section 228 of the Companies Act. The court held that formal compliance with section 228 was unnecessary where the sole shareholder consented and was a party to the contract. The appellant presented sufficient prima facie evidence of bre…

Source excerpt

• Restraint Of Trade
• Company Asset Disposal
• Locus Standi
• Section 228 Companies Act
• Contract Breach

Farren v Sun Service SA Photo Trip Management (PTY) Ltd (8055/2002)

Farren v Sun Service SA Photo Trip Management (PTY) Ltd (8055/2002) [2003] ZAWCHC 12; [2003] 2 All SA 406 (C); 2004 (2) SA 146 (C) (16 April 2003)

Court

Western Cape High Court, Cape Town

Case number

8055/2002

Judge

Cleaver

The court dismissed an urgent application for specific performance after finding a company law defence defeated enforcement of the property sale.

• Specific Performance
• Section 228 Companies Act
• Turquand Rule
• Estoppel
• Sale Of Immovable Property
• Specific-performance