South Africa Case Law

Trustees for the Time Being of the Kromrivier Trust v Trustees for the Time Being of the Hartwig Family Trust and Others (16514/2023)

Trustees for the Time Being of the Kromrivier Trust v Trustees for the Time Being of the Hartwig Family Trust and Others (16514/2023) [2025] ZAWCHC 19 (29 January 2025)

Court

Western Cape High Court, Cape Town

Case number

16514/2023

Judge

J Cloete

The High Court granted limited relief over company records, dismissed section 163 oppression claims, and found the director’s removal invalid but allowed meetings to be reconvened.

• Companies Act Section 163
• Shareholder Oppression
• Removal Of Director
• Annual Financial Statements
• Deadlock Resolution
• Rectification Of Share Register

Lipton N.O and Others v Activate Telecoms (Pty) Ltd (2022/018723)

Lipton N.O and Others v Activate Telecoms (Pty) Ltd (2022/018723) [2024] ZAGPJHC 845 (29 August 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2022/018723

Judge

Senyatsi

The High Court dismissed an opposed winding-up application, finding the alleged debt was bona fide disputed and the oppression claim was not proved.

• Winding Up Of Company
• Creditor Liquidation
• Shareholder Oppression
• Companies Act 1973
• Companies Act 2008
• Winding-up

Lipton and Others v Activate Telecoms (Pty) Ltd (2022/018723)

Lipton and Others v Activate Telecoms (Pty) Ltd (2022/018723) [2024] ZAGPJHC 853 (29 August 2024)

Court

South Gauteng High Court, Johannesburg

Case number

2022/018723

Judge

ML Senyatsi

The applicants failed to establish on a balance of probabilities that the respondent is indebted to them and unable to pay its debts. The alleged loan is disputed on reasonable grounds, including prescription and lack of mora, and the evidence does not support the existence of a recoverable debt. The court found that liquidation proceedings are not appropriate for debt recovery where a bona fide dispute exists. Regarding oppression, the court held that Lipton's continued access to the respondent's bank account and knowledge of its transactions undermines the claim of being locked out or stone…

Source excerpt

• Winding Up Of Companies
• Creditor Liquidation
• Shareholder Oppression
• Just And Equitable Ground
• Prescription Of Debt

Elmos Services BV v Microsystems on Silicon (Pty) Ltd and Others (71201/2018)

Elmos Services BV v Microsystems on Silicon (Pty) Ltd and Others (71201/2018) [2020] ZAGPPHC 37 (21 January 2020)

Court

North Gauteng High Court, Pretoria

Case number

71201/2018

Judge

H.J Fabricius

The High Court discharged a provisional winding-up order, dismissing a shareholder counter-application and finding final winding-up premature pending related German litigation.

• Winding Up Of Solvent Company
• Shareholder Oppression
• Section 165 Process
• Section 163 Relief
• Deadlock In Corporate Governance
• Winding-up-of-solvent-company

MWRK Accountants & Consultants (Pty) Ltd v HLB International (72514/2018)

MWRK Accountants & Consultants (Pty) Ltd v HLB International (72514/2018) [2019] ZAGPPHC 630 (15 November 2019)

Court

North Gauteng High Court, Pretoria

Case number

72514/2018

Judge

S W Davies

High Court granted section 163 relief in a company dispute, refusing winding-up and ordering sale of the property held by the company, with proceeds shared pro rata.

• Companies Act Section 163
• Shareholder Oppression
• Just And Equitable Winding Up
• Minority Shareholder Rights
• Valuation Of Shares
• Companies-act-section-163

Knipe and Others v Kameelhoek (Pty) Ltd and Another, Knipe and Others v Schaapplaats 978 (Pty) Ltd and Another (1936 /2011, 1937/2011)

Knipe and Others v Kameelhoek (Pty) Ltd and Another, Knipe and Others v Schaapplaats 978 (Pty) Ltd and Another (1936 /2011, 1937/2011) [2013] ZAFSHC 108; 2014 (1) SA 52 (FB) (27 June 2013)

Court

Free State High Court, Bloemfontein

Case number

1936/2011; 1937/2011

Judge

Daffue

The court found that the relationship of trust and confidence among the shareholders of the companies had irretrievably broken down, rendering the companies unmanageable as domestic family entities. The companies were property-holding and did not conduct trading activities, making liquidation analogous to a forced sale among co-owners. The evidence did not support the contention that Carol was solely responsible for the breakdown, nor did it disturb the findings of the Full Bench. Offers to purchase Carol's shares were not bona fide and did not provide a viable alternative to liquidation. The…

Source excerpt

• Just And Equitable Winding Up
• Domestic Company Dispute
• Section 163 Companies Act
• Shareholder Oppression
• Family Company Breakdown

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

Ferreira v Executors of Estate Late Halse NO and Others (1461/2009, 1200/2010)

Ferreira v Executors of Estate Late Halse NO and Others (1461/2009, 1200/2010) [2010] ZAKZDHC 62 (25 June 2010)

Court

Kwazulu-Natal High Court, Durban

Case number

1461/2009, 1200/2010

Judge

Motala AJ

Minority shareholder sought winding up and alternative relief under section 252, but the court found his own conduct caused the deadlock and dismissed the application.

• Just And Equitable Winding Up
• Minority Shareholder Rights
• Section 252 Companies Act
• Deadlock
• Company Substratum
• Shareholder Oppression

Bayly and Others v Knowles (174/09)

Bayly and Others v Knowles (174/09) [2010] ZASCA 18; 2010 (4) SA 548 (SCA) ; [2010] 3 All SA 374 (SCA) (18 March 2010)

Court

Supreme Court of Appeal

Case number

174/09

Judges

Harms, Nugent, Heher, Leach, Seriti

The SCA held that a fair offer for a minority shareholder’s shares can defeat an oppression claim under section 252 of the Companies Act, and dismissed the application.

• Shareholder Oppression
• Section 252 Companies Act
• Minority Protection
• Fair Offer
• Company Management
• Just And Equitable Liquidation

Barnard v Carl Greaves Brokers (Pty) Ltd and Others, Carl Greaves Brokers (Pty) Ltd and Others v Barnard, Barnard v Bredenhann and Others (8021/2006 , 8263/2006 , 10622/2006)

Barnard v Carl Greaves Brokers (Pty) Ltd and Others, Carl Greaves Brokers (Pty) Ltd and Others v Barnard, Barnard v Bredenhann and Others (8021/2006 , 8263/2006 , 10622/2006) [2007] ZAWCHC 2; [2008] 2 All SA 272 (C); 2008 (3) SA 663 (C) (22 January 2007)

Court

Western Cape High Court, Cape Town

Case number

8021/2006

Judge

Binns-Ward

Barnard was found to have acquired effective ownership of shares in the company and was entitled to be registered as a member. His application for winding up as a contingent creditor failed because there was insufficient evidence of financial mismanagement or prejudice to his position as surety. However, Barnard established that he was excluded from management in a manner inconsistent with the Shareholders’ Agreement, amounting to unfairly prejudicial conduct. The court granted relief under section 252 of the Companies Act, ordering Greaves and Knapp to purchase Barnard’s shares at fair value…

Source excerpt

• Just And Equitable Winding Up
• Shareholder Oppression
• Rectification Of Share Register
• Mandament Van Spolie
• Unfairly Prejudicial Conduct
• Removal Of Director