South Africa Case Law

Siertsema v Stoney Meadows Investments 27 (Pty) Ltd and Others (16845/2022)

Siertsema v Stoney Meadows Investments 27 (Pty) Ltd and Others (16845/2022) [2024] ZAWCHC 50 (21 February 2024)

Court

Western Cape High Court, Cape Town

Case number

16845/2022

Judge

HJ De Waal

The court found that the applicant's claim for transfer of the 50% shareholding was not supported by the evidence, as the arrangement was commercially justified and not a sham. The second sale agreement constituted a compromise, providing the applicant with a clear contractual exit and remedy, which precluded reliance on the original share transfer claim. The applicant failed to establish oppressive or unfairly prejudicial conduct under section 163, as exclusion from management was by agreement and he retained a contractual right to withdraw. The buyers were solvent, with no deadlock or break…

Source excerpt

• Shareholder Disputes
• Oppressive Conduct
• Winding Up Of Companies
• Contractual Compromise
• Section 163 Companies Act
• Section 81 Companies Act

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…

Source excerpt

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

Van Tonder and Another v Lawjon Eiendomme Orkney CC and Another (26221/13)

Van Tonder and Another v Lawjon Eiendomme Orkney CC and Another (26221/13) [2014] ZAGPPHC 705 (12 September 2014)

Court

North Gauteng High Court, Pretoria

Case number

26221/13

Judge

R M Keightley

The court granted a provisional winding-up of a close corporation after finding an unbreakable member deadlock and rejecting a buy-out remedy as impractical.

• Winding Up Of Close Corporation
• Deadlock Between Members
• Just And Equitable Ground
• Unfairly Prejudicial Conduct
• Section 81 Companies Act
• Section 49 Close Corporations Act

Knipe and Others v Kameelhoek (Pty) Ltd t/a Schaapplaats 978 (Pty) Ltd and Another (A252/2011)

Knipe and Others v Kameelhoek (Pty) Ltd t/a Schaapplaats 978 (Pty) Ltd and Another (A252/2011) [2012] ZAFSHC 160 (30 August 2012)

Court

Free State High Court, Bloemfontein

Case number

A252/2011

Judges

Ebrahim, Van der Merwe, Molefe

The appeal concerned provisional liquidation of closely held family companies. The court held the just-and-equitable ground was met and ordered provisional liquidation.

• Just And Equitable Winding Up
• Domestic Company Disputes
• Section 81 Companies Act
• Shareholder Oppression
• Provisional Liquidation
• Just-and-equitable-winding-up

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