South Africa Case Law

Optimal Outcomes (Pty) Ltd v Go Canna Africa Ltd and Another (2021/1568)

Optimal Outcomes (Pty) Ltd v Go Canna Africa Ltd and Another (2021/1568) [2025] ZAGPPHC 376 (2 April 2025)

Court

North Gauteng High Court, Pretoria

Case number

2021/1568

Judge

Swanepoel

The plaintiff failed to prove that the second defendant made any representation, by word or conduct, that Naude was authorized to act on its behalf. All evidence of authority originated from Naude himself, not from the second defendant. The plaintiff's reliance on Naude's statements and the venue of meetings was insufficient to establish ostensible authority. Furthermore, even if some representation existed, it would not have been reasonable for the plaintiff to assume Naude was authorized to enter into a guarantee agreement outside the ordinary course of the second defendant's business. The…

Source excerpt

• Ostensible Authority
• Share Transfer
• Guarantee Agreement
• Rectification Of Contract
• Companies Act Section 45

PT Paint and Palel (Pty) Ltd and Another v Verios and Others (2024/084378)

PT Paint and Palel (Pty) Ltd and Another v Verios and Others (2024/084378) [2024] ZAGPJHC 807 (16 August 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2024/084378

Judge

Modiba

The High Court heard an urgent corporate dispute about director appointments, share-transfer-related control, and bank signatory authority, and granted interim relief.

• Urgent Interdict
• Director Appointment
• Companies Act
• Share Transfer
• Bank Signatory Authority
• Urgent-interdict

Swarts N.O and Another v Gouws N.O and Others (23604/2021)

Swarts N.O and Another v Gouws N.O and Others (23604/2021) [2023] ZAGPPHC 679 (10 August 2023)

Court

North Gauteng High Court, Pretoria

Case number

23604/2021

Judge

Munzhelele

The High Court held that the parties concluded a binding oral share-sale agreement at an AGM and ordered specific performance despite no written contract.

• Oral Contracts
• Specific Performance
• Authority Of Trustees
• Share Transfer
• Repudiation
• Contractual Terms

Ngonyama and Another v Bosasa Youth Development Centres (Pty) Ltd and Others (42437/2021)

Ngonyama and Another v Bosasa Youth Development Centres (Pty) Ltd and Others (42437/2021) [2023] ZAGPJHC 545 (22 May 2023)

Court

South Gauteng High Court, Johannesburg

Case number

42437/2021

Judge

S Yacoob

The High Court upheld an exception because the plaintiffs failed to plead facts linking the sixth defendant, as executor, to the claimed share transfer and dividend relief.

• Exception To Particulars Of Claim
• Authority Of Executor
• Share Transfer
• Liquidation Proceedings
• Exception-to-particulars-of-claim
• Executor-authority

Hartman v Companies and Intellectual Property Commission Republic of South Africa and Another (40443/20)

Hartman v Companies and Intellectual Property Commission Republic of South Africa and Another (40443/20) [2021] ZAGPPHC 671 (14 October 2021)

Court

North Gauteng High Court, Pretoria

Case number

40443/20

Judge

R. Strydom

High Court costs ruling after a director-removal and share-transfer dispute became moot following liquidation of the company.

• Director Removal
• Share Transfer
• Costs Award
• Liquidation Effects
• Costs-award
• Director-removal

Naidoo v Plomp and Another (8703/2019)

Naidoo v Plomp and Another (8703/2019) [2020] ZAKZDHC 31 (19 June 2020)

Court

Kwazulu-Natal High Court, Durban

Case number

8703/2019

Judge

D. Pillay

The court held that the plaintiff's particulars of claim, as pleaded, establish a prima facie case for unjust enrichment under condictio indebiti. The plaintiff clearly elected to rely on his bona fide but mistaken belief as the cause for the transfer of shares, which was made without legal or natural obligation. The court found that the requirements for condictio indebiti were sufficiently alleged, and the defendants had adequate particularity to plead their defence. The exception was therefore dismissed, and costs were awarded against the defendants.

Source excerpt

• Unjust Enrichment
• Condictio Indebiti
• Condictio Sine Causa
• Share Transfer
• Pleading Requirements

Naidoo v Plomp and Another (8703/2019)

Naidoo v Plomp and Another (8703/2019) [2020] ZAKZDHC 16 (19 June 2020)

Court

Kwazulu-Natal High Court, Durban

Case number

8703/2019

Judge

D. Pillay

The court held that the plaintiff's particulars of claim, as pleaded, establish a prima facie case for unjust enrichment under the condictio indebiti. The plaintiff transferred shares to the first defendant without legal obligation, relying on a bona fide but mistaken belief that an agreement would be reached regarding his exit from the company. The court found that the plaintiff had elected to rely on condictio indebiti, and the facts pleaded were sufficient to support this cause of action. The distinction between condictio indebiti and condictio sine causa was material, and the plaintiff's…

Source excerpt

• Unjust Enrichment
• Condictio Indebiti
• Condictio Sine Causa
• Share Transfer
• Exception Procedure

Gewu v Mbanzeni and Another (25136/2019)

Gewu v Mbanzeni and Another (25136/2019) [2020] ZAGPJHC 21 (31 January 2020)

Court

South Gauteng High Court, Johannesburg

Case number

25136/2019

Judge

L R Adams

The High Court ordered transfer of 40% of a company’s shares to the applicant, treated the agreement as unconditional on vesting, and granted related shareholder access relief.

• Share Transfer
• Specific Performance
• Company Share Register
• Rei Vindicatio
• Prescription Act
• Shareholder Rights

F.H v Y.A.H and Others (5514/2011, 8486/2015)

F.H v Y.A.H and Others (5514/2011, 8486/2015) [2019] ZAKZDHC 31 (18 December 2019)

Court

Kwazulu-Natal High Court, Durban

Case number

5514/2011, 8486/2015

Judge

Olsen

The court found that none of the bases pleaded by the plaintiff for entitlement to the dividend from the sale of Ajmeri Arcade were supported by the evidence. The oral undertaking and written 'nomination' document did not establish beneficial ownership or cession of shares to the plaintiff. The evidence showed that any agreement to transfer Ajmerwala shares was superseded by a subsequent agreement to transfer shares in Famous View Properties CC, which the plaintiff accepted in lieu of Ajmerwala shares. The plaintiff's attempt to amend her claim at the close of trial was refused because the ne…

Source excerpt

• Share Transfer
• Beneficial Ownership
• Cession Of Shares
• Amendment Of Pleadings
• Costs Order

New Shelf 944 (Pty) Limited and Another v Mashaba (2017/48910)

New Shelf 944 (Pty) Limited and Another v Mashaba (2017/48910) [2018] ZAGPJHC 562 (28 September 2018)

Court

South Gauteng High Court, Johannesburg

Case number

2017/48910

Judge

Nkosi-Thomas

The High Court refused a postponement sought to delay enforcement of a consent order and ordered share-transfer compliance and costs against the respondent.

• Consent Order Enforcement
• Postponement
• Share Transfer
• Settlement Agreement
• Stay Of Execution
• Consent-order-enforcement