South Africa Case Law

Bruyns v Ridgeback Rentals (Pty) Ltd (2023/070025)

Bruyns v Ridgeback Rentals (Pty) Ltd (2023/070025) [2024] ZAGPJHC 1183 (18 November 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2023/070025

Judge

D Mahon

The court found that the relationship between the two equal shareholders and directors had irreparably broken down, resulting in a deadlock that rendered the company unmanageable. The applicant established that the deadlock was real, irreparable, and detrimental to the company's future. The respondent's reliance on procedural technicalities and the shareholder agreement's arbitration clause was rejected, as internal remedies were impractical due to the deadlock. The court held that insolvency was not a prerequisite for liquidation under the just and equitable ground, and the applicant's case…

Source excerpt

• Just And Equitable Liquidation
• Shareholder Deadlock
• Fiduciary Duties
• Asset Mismanagement

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

Mohale v Heads Tractor (Pty) Ltd and Others (23553/2020)

Mohale v Heads Tractor (Pty) Ltd and Others (23553/2020) [2022] ZAGPPHC 876 (17 November 2022)

Court

North Gauteng High Court, Pretoria

Case number

23553/2020

Judge

Strijdom

The High Court dismissed an application to wind up a company or compel a share buy-out, holding that the shareholder dispute had to go to arbitration under the parties’ agreement.

• Shareholder Deadlock
• Arbitration Clause
• Winding Up
• Buy Out Of Shares
• Jurisdiction
• Condonation

Visser v An Exclusive Guest House (Pty) Ltd and Another (2661 / 2021)

Visser v An Exclusive Guest House (Pty) Ltd and Another (2661 / 2021) [2022] ZAMPMBHC 18 (29 March 2022)

Court

Mbombela High Court, Mpumalanga

Case number

2661 / 2021

Judge

Ratshibvumo

The court found that the relationship between the two shareholders, who are also the only directors, had irretrievably broken down, resulting in a deadlock and lack of trust. Attempts to resolve the impasse, including offers to sell shares and requests for meetings and financial statements, were unsuccessful. The court held that the deadlock was not merely between directors but between shareholders, and that alternatives suggested by the respondent had been exhausted. The court further held that the clean hands principle is not an absolute bar to winding-up and that both parties contributed t…

Source excerpt

• Winding Up Of Solvent Company
• Just And Equitable Ground
• Shareholder Deadlock
• Clean Hands Principle

Engelbrecht v Coleman and Another (20951/2016)

Engelbrecht v Coleman and Another (20951/2016) [2017] ZAGPJHC 27 (2 February 2017)

Court

South Gauteng High Court, Johannesburg

Case number

20951/2016

Judge

FHD Van Oosten

The High Court ordered a buy-out of a 50% shareholding after a deadlock between equal shareholders, using section 163 of the Companies Act and an independent valuation.

• Oppressive Conduct
• Shareholder Deadlock
• Fair Valuation Of Shares
• Section 163 Companies Act
• Shareholder-deadlock
• Oppressive-conduct

Knipe v Kameelhoek (Pty) Ltd and Others (2120/2016)

Knipe v Kameelhoek (Pty) Ltd and Others (2120/2016) [2016] ZAFSHC 193 (10 November 2016)

Court

Free State High Court, Bloemfontein

Case number

2120/2016

Judge

S. P. B. Hancke

The court dismissed an application to place already liquidated family companies into business rescue, finding no reasonable prospect of rescue and awarding punitive costs.

• Business Rescue
• Just And Equitable Liquidation
• Shareholder Deadlock
• Family Company Dispute
• Business-rescue
• Just-and-equitable-liquidation

Hlatswayo N.O. and Others v Silver Falcon Trading 99 (Pty) Ltd and Others (5047/13)

Hlatswayo N.O. and Others v Silver Falcon Trading 99 (Pty) Ltd and Others (5047/13) [2015] ZAKZDHC 28 (25 March 2015)

Court

Kwazulu-Natal High Court, Durban

Case number

5047/13

Judge

Thatcher

The court found that the applicants' amended relief for a money judgment was not supported by the founding affidavit and amounted to trial by ambush, prejudicing the respondents who had prepared their case based on the original relief sought. The court held that the applicants could not drastically change their relief shortly before the hearing. Regarding the counter-application, the court determined that the first respondent was in substance a partnership and that the relationship between the shareholders had irretrievably broken down, evidenced by years of litigation, criminal complaints, a…

Source excerpt

• Just And Equitable Winding Up
• Shareholder Deadlock
• Partnership In Private Company
• Settlement Agreement Enforcement
• Mortgage Bond Liability

Du Buys v Starling Ranch (Pty) Ltd and Others (39230/2014)

Du Buys v Starling Ranch (Pty) Ltd and Others (39230/2014) [2014] ZAGPPHC 1019 (24 November 2014)

Court

North Gauteng High Court, Pretoria

Case number

39230/2014

Judge

N V Khumalo

A shareholder sought provisional winding up of a family company over a breakdown in trust, exclusion from management, and alleged misuse of farm income.

• Just And Equitable Winding Up
• Shareholder Deadlock
• Fiduciary Duties
• Oppression Of Minority Shareholder
• Domestic Company As Partnership
• Just-and-equitable-winding-up

Thunder Cats Investments 92 (Pty) Ltd and Another v Nkonjane Economic Prospecting And Investment (Pty) Ltd and Others (847/2012)

Thunder Cats Investments 92 (Pty) Ltd and Another v Nkonjane Economic Prospecting And Investment (Pty) Ltd and Others (847/2012) [2013] ZASCA 164; [2014] 1 All SA 474 (SCA); 2014 (5) SA 1 (SCA) (26 November 2013)

Court

Supreme Court of Appeal

Case number

847/2012

Judges

Navsa, Malan, Shongwe, Wallis, Meyer

The SCA upheld winding-up of a solvent company on the just-and-equitable ground after finding an irretrievable breakdown in the shareholders’ relationship.

• Winding Up Of Solvent Companies
• Just And Equitable Ground
• Shareholder Deadlock
• Clean Hands Principle
• Shareholders Agreement
• Remedies For Breakdown In Relationship

Ravinsky and Another v Gossel and Another (20152/2010)

Ravinsky and Another v Gossel and Another (20152/2010) [2010] ZAGPJHC 148 (22 September 2010)

Court

South Gauteng High Court, Johannesburg

Case number

20152/2010

Judge

C. J. Claassen

The court found that a deadlock exists between the shareholders and directors of the company, with equal shareholding and only two directors, resulting in an inability to resolve disputes. The animosity and lack of trust between the parties have irretrievably destroyed the relationship necessary for the company's effective management. The first respondent's suggestions to appoint a third director or for the applicants to sell their shares were viewed as acknowledgements of the breakdown in relations. Applying established principles from Moosa NO v Mavjee Bhawan and the Yenidje Tobacco Co case…

Source excerpt

• Company Liquidation
• Shareholder Deadlock
• Just And Equitable Winding Up