South Africa Case Law

Ungerer v Ferreira and Others (4475/2024)

Ungerer v Ferreira and Others (4475/2024) [2025] ZAECQBHC 13 (7 May 2025)

Court

Eastern Cape High Court, Gqeberha

Case number

4475/2024

Judge

Gqamana

The court found that the relationship between the applicant and first respondent, while not a formal partnership, operated as a quasi-partnership, with mutual involvement in management, equal shareholding, and joint financial contributions. The first respondent's unilateral exclusion of the applicant from management, banking, and administrative functions, coupled with refusal to engage in a reasonable exit strategy and imposition of unfair conditions, constituted oppressive and unfairly prejudicial conduct under section 163 of the Companies Act. The applicant had a reasonable expectation to p…

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• Oppressive Conduct
• Quasi Partnership
• Shareholder Remedies
• Section 163 Companies Act
• Winding Up
• Restraint Of Trade

Khawa v Littlefish App (Pty) Ltd and Others (2024/069982)

Khawa v Littlefish App (Pty) Ltd and Others (2024/069982) [2025] ZAGPJHC 418 (25 April 2025)

Court

South Gauteng High Court, Johannesburg

Case number

2024/069982

Judge

HA van der Merwe

The High Court dismissed a section 163 oppression application, holding the remedy does not apply to a foreign company and that the applicant failed to prove unfair prejudice.

• Oppressive Conduct
• Section 163 Companies Act
• Shareholder Remedies
• Valuation Of Shares
• Foreign Company Exclusion
• Companies-act-section-163

Cossadianos and Others v Nel and Others (2024-104634)

Cossadianos and Others v Nel and Others (2024-104634) [2025] ZAGPPHC 284 (17 March 2025)

Court

North Gauteng High Court, Pretoria

Case number

2024-104634

Judge

E van der Schyff

The court found that Mr. Nel's unilateral exclusion of Mr. Cossadianos from the management and affairs of the companies, without recourse to legal process, constituted oppressive and unfairly prejudicial conduct under section 163 of the Companies Act. The respondents' justification based on allegations of fraud did not entitle them to resort to self-help, as disputes must be resolved through the courts. The applicants retained locus standi despite the respondents' attempt to cancel their interests, as such cancellation was not effected through due process. The deadlock and breakdown of trust…

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• Oppressive Conduct
• Section 163 Companies Act
• Shareholder Remedies
• Director Exclusion
• Self Help
• Valuation Of Shares

Ackerman v Kalon Venture Partners Limited (2022/050857)

Ackerman v Kalon Venture Partners Limited (2022/050857) [2025] ZAGPJHC 267 (13 March 2025)

Court

South Gauteng High Court, Johannesburg

Case number

2022/050857

Judge

Dlamini

The High Court dismissed an application to place a company into provisional liquidation on just and equitable grounds, finding the case unsupported and self-serving.

• Just And Equitable Winding Up
• Shareholder Remedies
• Directors Fiduciary Duties
• Memorandum Of Incorporation
• Costs Award
• Just-and-equitable-winding-up

Bye v Constantia Metering Services (Pty) Ltd and Others (31250/2022)

Bye v Constantia Metering Services (Pty) Ltd and Others (31250/2022) [2025] ZAGPPHC 114 (6 February 2025)

Court

North Gauteng High Court, Pretoria

Case number

31250/2022

Judge

E van der Schyff

The court found that the applicant failed to establish any objective acts or omissions by the respondents that resulted in oppression, unfair prejudice, or unfair disregard of his interests under section 163 of the Companies Act. The applicant's subjective expectations regarding succession and participation in company affairs were unsupported by the memorandum of incorporation and the evidence. The existence of two sets of financial statements was adequately explained by the respondents as a response to differing requirements from banks and SARS, and no evidence of dishonesty, unlawful conduc…

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• Oppression Of Minority Shareholder
• Section 163 Companies Act
• Shareholder Remedies
• Financial Statement Irregularities

Parry v Dunn-Blatch and Others (394/2022)

Parry v Dunn-Blatch and Others (394/2022) [2024] ZASCA 19 (28 February 2024)

Court

Supreme Court of Appeal

Case number

394/2022

Judges

Molemela, Saldulker, Makgoka, Hughes, Mali

The Supreme Court of Appeal held that while section 163 of the Companies Act provides a remedy for oppressive or prejudicial conduct, the applicant failed to establish on the facts that the conduct of the respondents fell within the scope of section 163. The licence agreement between TRADSA and ITRISA was silent on compensation, and the evidence did not unequivocally demonstrate a common intention to require royalties. The applicant voluntarily signed the agreement without a compensation clause and cannot now claim oppression or unfair prejudice based on its absence. The court found that fact…

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• Oppressive Conduct
• Locus Standi
• Copyright Assignment
• Companies Act Section 163
• Shareholder Remedies
• Royalty Disputes

Van Der Watt v Schoeman and Others (3393/2022)

Van Der Watt v Schoeman and Others (3393/2022) [2023] ZAECQBHC 61; 2024 (1) SA 531 (ECGq) (12 October 2023)

Court

Eastern Cape High Court, Gqeberha

Case number

3393/2022

Judge

Bands

The High Court held that section 163 applies to equal shareholders in deadlock, found oppressive and prejudicial conduct, and ordered a fair-value share buy-out.

• Oppressive Conduct
• Deadlock
• Shareholder Remedies
• Companies Act Section 163
• Fair Valuation
• Delinquent Director

Bresler v Xigo (Pty) Ltd and Others; Bresler v Quickberry (Pty) Ltd and Others; Scott v Quickberry (Pty) Ltd and Others; Scott v Xigo (Pty) Ltd and Others (817/17; 818/17; 4602/17; 4603/17)

Bresler v Xigo (Pty) Ltd and Others; Bresler v Quickberry (Pty) Ltd and Others; Scott v Quickberry (Pty) Ltd and Others; Scott v Xigo (Pty) Ltd and Others (817/17; 818/17; 4602/17; 4603/17) [2018] ZAWCHC 134 (12 October 2018)

Court

Western Cape High Court, Cape Town

Case number

817/17; 818/17; 4602/17; 4603/17

Judge

Sher

The court found that the respondents engaged in a sustained pattern of oppressive and unfairly prejudicial conduct towards Bresler and Scott, including exclusion from management, marginalisation, and deliberate financial pressure, with the intention of forcing them out of the companies and acquiring their shares at a discount. The respondents' refusal to engage in good faith negotiations and their use of disciplinary proceedings and management decisions to undermine the applicants' positions constituted conduct falling squarely within the scope of section 163 of the Companies Act. The court h…

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• Oppressive Conduct
• Shareholder Remedies
• Companies Act Section 163
• Share Valuation
• Functus Officio
• Minority Shareholder Rights

De Klerk v Ferreira and Others (35391/14)

De Klerk v Ferreira and Others (35391/14) [2017] ZAGPPHC 30; 2017 (3) SA 502 (GP) (2 February 2017)

Court

North Gauteng High Court, Pretoria

Case number

35391/14

Judge

Murphy

The court found Ferreira’s conduct toward the close corporation oppressive and ordered his interests transferred to De Klerk, with set-off for a related debt.

• Oppressive Conduct
• Unfairly Prejudicial Conduct
• Close Corporation Member Removal
• Shareholder Remedies
• Loan Account Adjustment
• Prescription Of Debt

Ghersi and Others v Tiber Developments (Pty) Ltd and Others (84/06)

Ghersi and Others v Tiber Developments (Pty) Ltd and Others (84/06) [2007] ZASCA 43; [2007] 4 All SA 847 (SCA); 2007 (4) SA 536 (SCA) (29 March 2007)

Court

Supreme Court of Appeal

Case number

84/06

Judges

Howie, Cloete, Jafta, Ponnan, Cachalia

The SCA held that a provisional curator ad litem’s mandate under section 266 was limited to the grounds pleaded in the shareholder’s application, and the appeal failed.

• Companies Act Section 266
• Shareholder Remedies
• Director Fiduciary Duties
• Curator Ad Litem
• Corporate Opportunities
• Companies-act-section-266