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South Africa Case Law

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Commercial And Corporate [2024] ZAFSHC 202

Kliprivier Gedeelte 8 (Pty) Ltd v Bees Winkel (Pty) Ltd (5270/2023)

Kliprivier Gedeelte 8 (Pty) Ltd v Bees Winkel (Pty) Ltd (5270/2023) [2024] ZAFSHC 202 (4 July 2024)

Court
Free State High Court, Bloemfontein
Case number
5270/2023
Judge
MB Nemavhidi

The court found that the respondent's indebtedness to the applicant was disputed on bona fide and reasonable grounds. The sale agreement for the shares was not approved by special resolution of all shareholders, failed to comply with the liquidity test, and lacked an independent report as required by the Companies Act and the MOI. The respondent's opposition was adequately substantiated, and the applicant failed to establish a clear and enforceable claim. Consequently, the requirements for a provisional winding-up order were not met.

Source excerpt

  • Company Winding Up
  • Creditor Standing
  • Share Buyback
  • Memorandum Of Incorporation
  • Liquidity Test
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Commercial And Corporate [2010] ZAWCHC 177

Bester NO and Another v Wright, Bester NO and Another v Mouton, Bester NO and Another v Van Greunen (5781/2010, 6671/2010, 6673/2010)

Bester NO and Another v Wright, Bester NO and Another v Mouton, Bester NO and Another v Van Greunen (5781/2010, 6671/2010, 6673/2010) [2010] ZAWCHC 177; [2011] 2 All SA 75 (WCC) (15 September 2010)

Court
Western Cape High Court, Cape Town
Case number
5781/2010, 6671/2010, 6673/2010
Judge
M J Fitzgerald

The court found that the respondents' indebtedness under the loan agreements was not extinguished by the subsequent share buyback and cession agreements. These agreements did not comply with statutory requirements under the Companies Act and did not validly vary or set off the loan debts. The respondents, as directors, breached their fiduciary duties by participating in transactions that diverted investor funds for personal loans and attempted to write off these debts without benefit to the company. The rule in Wilken v Kohler does not apply where the underlying transaction is illegal or cont…

Source excerpt

  • Company Liquidation
  • Director Fiduciary Duties
  • Illegal Loans
  • Share Buyback
  • Variation Of Contract
  • Set Off
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About this LexChat collection

South Africa decisions are organised by court, judge, legal area and indexed issue so a practitioner can move from a proposition to a citable authority with the surrounding context intact.

Source links and collection timestamps are retained alongside the indexed records.