South Africa Case Law

Firstrand Bank Limited v Stand 638 Kyalami Estates (Pty) Ltd (44573/2020)

Firstrand Bank Limited v Stand 638 Kyalami Estates (Pty) Ltd (44573/2020) [2024] ZAGPJHC 819 (22 August 2024)

Court

South Gauteng High Court, Johannesburg

Case number

44573/2020

Judge

TP Mudau

The applicant established, through undisputed evidence, that the respondent failed to pay a debt due and owing under a facility agreement and suretyship, despite proper notice in terms of section 345 of the Companies Act. The respondent's opposition was not properly authorised and lacked substantive evidence, including financial statements. The court found that the respondent's factual insolvency was demonstrated and that it is just and equitable to grant a provisional liquidation order to ensure proper investigation and equitable distribution among creditors. The respondent's arguments regar…

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• Company Liquidation
• Factual Insolvency
• Suretyship
• Section 344 Companies Act
• Section 345 Companies Act

Pringle v Vital Sales Group (Pty) Limited and Another (32917/2021)

Pringle v Vital Sales Group (Pty) Limited and Another (32917/2021) [2023] ZAGPJHC 656 (7 June 2023)

Court

South Gauteng High Court, Johannesburg

Case number

32917/2021

Judge

Adams

The High Court granted a final winding-up order for a closely held company after finding an irretrievable shareholder-director deadlock and dismissed a section 163 counter-application.

• Just And Equitable Winding Up
• Shareholder Deadlock
• Oppressive Conduct
• Section 344 Companies Act
• Section 163 Companies Act
• Just-and-equitable-winding-up

Companies and Intellectual Property Commission v Selective Empowerment Investments 1 Ltd

Companies and Intellectual Property Commission v Selective Empowerment Investments 1 Ltd [2023] ZAGPPHC 334; 35867/2020 (24 April 2023)

Court

North Gauteng High Court, Pretoria

Case number

35867/2020

Judge

M Snyman, AJ

The court found that the technical requirements of section 81(1)(f) of the Companies Act 71 of 2008 were not met, as there was no prior administrative fine or conviction within five years for substantially the same conduct. However, the applicant, as the Companies and Intellectual Property Commission, is an interested person with locus standi under section 344(h) of the Companies Act 61 of 1973. The respondent persistently failed to comply with statutory obligations, traded in insolvent circumstances, and disregarded compliance notices. The respondent’s directors refused to voluntarily liquid…

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• Winding Up Of Companies
• Locus Standi
• Compliance Notices
• Just And Equitable Liquidation
• Section 81 Companies Act
• Section 344 Companies Act

Muller v Lilly Valley (Pty) Ltd (2011/22041)

Muller v Lilly Valley (Pty) Ltd (2011/22041) [2011] ZAGPJHC 146; [2012] 1 All SA 187 (GSJ) (24 October 2011)

Court

South Gauteng High Court, Johannesburg

Case number

2011/22041

Judge

Weiner

High Court winding-up application dismissed where the applicant failed to prove just and equitable grounds or that no alternative remedy was available.

• Just And Equitable Winding Up
• Shareholder Disputes
• Partnership Principle
• Alternative Remedies
• Section 81 Companies Act
• Section 344 Companies Act

Bhagwandas and Others v Dr Goolam Omar Inc and Another, Bhagwandas and Others v GMO Imaging (Pty) Ltd and Others (2009/7655, 09/07656)

Bhagwandas and Others v Dr Goolam Omar Inc and Another, Bhagwandas and Others v GMO Imaging (Pty) Ltd and Others (2009/7655, 09/07656) [2011] ZAGPJHC 138 (10 August 2011)

Court

South Gauteng High Court, Johannesburg

Case number

2009/7655, 09/07656

Judge

F Kathree-Setiloane

High Court granted final winding-up orders for two radiology companies after finding an irretrievable breakdown in relations and rejecting a buy-out counter-application.

• Just And Equitable Winding Up
• Deadlock Between Shareholders
• Fiduciary Duties
• Buy Out Remedy
• Section 344 Companies Act
• Section 252 Companies Act

Bhagwandas and Others v Dr Goolam Mahomed Omar Inc and Another, Bhagwandas and Others v GMO Imaging (Pty) Ltd and Others (2009/07656, 2009/7655)

Bhagwandas and Others v Dr Goolam Mahomed Omar Inc and Another, Bhagwandas and Others v GMO Imaging (Pty) Ltd and Others (2009/07656, 2009/7655) [2009] ZAGPJHC 95 (30 November 2009)

Court

South Gauteng High Court, Johannesburg

Case number

2009/07656, 2009/7655

Judge

C J Claassen

The court found that the relationship between the two groups of shareholders had broken down irretrievably, resulting in a deadlock that made the proper conduct of the companies' business impossible. The level of distrust, accusations of fraud, and inability to communicate or cooperate rendered alternative remedies impractical. The court held that the just and equitable ground for liquidation under section 344 of the Companies Act was satisfied, particularly as the companies were operated akin to a partnership and the partnership analogy applied. The court concluded that provisional liquidati…

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• Just And Equitable Liquidation
• Shareholder Deadlock
• Partnership Analogy
• Section 344 Companies Act

Molokoane v Diversified Power & Systems Integration (Pty) Ltd (3235/09)

Molokoane v Diversified Power & Systems Integration (Pty) Ltd (3235/09) [2009] ZAKZDHC 70 (18 November 2009)

Court

Kwazulu-Natal High Court, Durban

Case number

3235/09

Judge

Marais AJ

The court dismissed an opposed just-and-equitable winding-up application, finding no prima facie case and no basis to refer factual disputes to oral evidence.

• Just And Equitable Winding Up
• Shareholder Disputes
• Deadlock In Management
• Section 344 Companies Act
• Arbitration Clauses
• Section 252 Companies Act