South Africa Case Law

Africa Wide Mineral Prospecting and Exploration (Pty) Ltd v Platinum Group Metals (RSA) (Pty) Ltd and Others (31329/2018)

Africa Wide Mineral Prospecting and Exploration (Pty) Ltd v Platinum Group Metals (RSA) (Pty) Ltd and Others (31329/2018) [2022] ZAGPJHC 407; 2023 (1) SA 98 (GJ) (14 June 2022)

Court

South Gauteng High Court, Johannesburg

Case number

31329/2018

Judge

Fisher

The High Court held that a challenge to a scheme of arrangement must be brought under section 115 of the Companies Act, and dismissed Africa Wide’s claim.

• Scheme Of Arrangement
• Minority Shareholder Protection
• Companies Act 2008
• Statutory Bar
• Shareholder Agreements
• Scheme-of-arrangement

Stand 7199 Pietersburg Extension 28 (Pty) Ltd and Others v Geyser Attorneys Incorporated and Others (55307/2021)

Stand 7199 Pietersburg Extension 28 (Pty) Ltd and Others v Geyser Attorneys Incorporated and Others (55307/2021) [2022] ZAGPPHC 210 (1 April 2022)

Court

North Gauteng High Court, Pretoria

Case number

55307/2021

Judge

L.A. Retief

The High Court dismissed an application for declaratory and mandatory relief about transfer of properties, holding the applicants had not established enforceable rights under the agreements.

• Alienation Of Land Act
• Declaratory Relief
• Shareholder Agreements
• Board Approval
• Waiver Of Rights
• Declaratory-relief

Rahida Investments (Pty) Ltd v Taukobong and Others (A156/2020)

Rahida Investments (Pty) Ltd v Taukobong and Others (A156/2020) [2021] ZAFSHC 205 (16 August 2021)

Court

Free State High Court, Bloemfontein

Case number

A156/2020

Judges

Page, Reinders, Loubser

The court found that the removal of the First Respondent's shares and directorship was not effected in accordance with the proper interpretation of the 2016 Shareholder's Agreement, the Mining Charter, and the MPRDA. Empowerment requirements had already been met, and the clauses relied upon by the Appellant did not justify the compulsory transfer of shares or the removal of the First Respondent. The disposal of BEE shares was not compliant with the Mining Charter, as no exit agreement was submitted to the Department and the prescribed procedures were not followed. Consequently, the new board…

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• Shareholder Agreements
• Mining Charter Compliance
• Broad Based Black Economic Empowerment
• Director Removal
• Locus Standi
• Interpretation Of Contracts

Ferreira and Another v Ferreira and Others (866/2021)

Ferreira and Another v Ferreira and Others (866/2021) [2021] ZAMPMHC 10 (23 March 2021)

Court

Middelburg High Court, Mpumalanga

Case number

866/2021

Judge

Brauckmann

The court struck an urgent application from the roll, holding the urgency was self-created and that the applicant lacked standing for direct transfer relief.

• Urgency In Motion Proceedings
• Locus Standi
• Membership Transfer
• Shareholder Agreements
• Urgency-in-motion-proceedings
• Locus-standi

Women in Capital Growth (Pty) Ltd and Another v Scott and Others (1193/2019)

Women in Capital Growth (Pty) Ltd and Another v Scott and Others (1193/2019) [2020] ZASCA 95 (20 August 2020)

Court

Supreme Court of Appeal

Case number

1193/2019

Judges

Wallis, Mbha, Nicholls, Weiner, Unterhalter

The Supreme Court of Appeal dismissed an appeal about irrevocable shareholder voting undertakings as moot because the relevant resolutions had already been passed and implemented.

• Shareholder Agreements
• Proxy Voting
• Company Directors Removal
• Mootness
• Costs Award
• Shareholder-agreements

Krishna v Magnet Electric Supplies (Pty) Limited (1097/18)

Krishna v Magnet Electric Supplies (Pty) Limited (1097/18) [2019] ZAKZPHC 33 (10 June 2019)

Court

Kwazulu-Natal High Court, Pietermaritzburg

Case number

1097/18

Judge

Henriques

The High Court ordered payment of the balance due under a share repurchase agreement, rejecting the respondent’s attempt to suspend performance pending alleged damages claims.

• Specific Performance
• Shareholder Agreements
• Breach Of Contract
• Doctrine Of Election
• Restraint Of Trade
• Specific-performance

Hesslewood v Naidoo and Another (50937/2013)

Hesslewood v Naidoo and Another (50937/2013) [2017] ZAGPPHC 423 (7 March 2017)

Court

North Gauteng High Court, Pretoria

Case number

50937/2013

Judge

C.P. Rabie

The court held that a share payment was provisional, not final, and ordered the first defendant to pay the balance due under the shareholders’ agreement.

• Shareholder Agreements
• Valuation Of Shares
• Acknowledgement Of Debt
• Deferred Payment
• Contractual Interpretation
• Shareholder-agreements

De Villiers v Kapela Holdings (Pty) Ltd and Others (42781/2015)

De Villiers v Kapela Holdings (Pty) Ltd and Others (42781/2015) [2016] ZAGPJHC 278 (14 October 2016)

Court

South Gauteng High Court, Johannesburg

Case number

42781/2015

Judge

Van der Linde

The court found that the applicant established a prima facie right to interim relief under section 163 of the Companies Act. The retrenchment process was alleged to be a mala fide scheme designed to force the minority shareholder out and trigger the deemed offer provisions, resulting in the expropriation of her shares at undervalue. The court held that the majority's offer to buy out the minority at fair value does not automatically foreclose the minority's entitlement to relief under section 163, especially where the exclusion is tainted by bad faith or ulterior motive. The common understand…

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• Oppressive Conduct
• Minority Shareholder Protection
• Section 163 Companies Act
• Interim Interdict
• Shareholder Agreements
• Retrenchment And Deemed Offer

Monsanto South Africa (Pty) Ltd v Vectobiz (Pty) Ltd and Another (20699/2015)

Monsanto South Africa (Pty) Ltd v Vectobiz (Pty) Ltd and Another (20699/2015) [2016] ZAGPPHC 722 (18 August 2016)

Court

North Gauteng High Court, Pretoria

Case number

20699/2015

Judge

R G Tolmay

The High Court rejected Monsanto’s claim after finding it failed to prove Shawn Pretorius had authority to bind Vectobiz or that the seed was ordered for Vectobiz.

• Agency
• Apparent Authority
• Company Directors
• Shareholder Agreements
• Suretyship
• Burden Of Proof

Capitau Investments Management Ltd v New Foodcorp Holdings Pty Ltd (112/LM/Dec12)

Capitau Investments Management Ltd v New Foodcorp Holdings Pty Ltd (112/LM/Dec12) [2013] ZACT 33 (8 May 2013)

Court

Competition Tribunal

Case number

112/LM/Dec12

Judges

Norman Manoim, Yasmin Carrim, Merle Holden

The Competition Tribunal conditionally approved Capitau’s merger with New Foodcorp, requiring a formal condition to prevent anti-competitive information exchange.

• Merger Control
• Vertical Integration
• Information Exchange
• Shareholder Agreements
• Merger-control
• Information-exchange