South Africa Case Law

SACTWU Investments Group (Pty) Ltd v Sekunjalo Independent Media (Pty) Ltd and Another (6290/19)

SACTWU Investments Group (Pty) Ltd v Sekunjalo Independent Media (Pty) Ltd and Another (6290/19) [2024] ZAWCHC 110 (24 April 2024)

Court

Western Cape High Court, Cape Town

Case number

6290/19

Judge

O'Sullivan AJ

The court found that SIG's representative, Mr Kriel, had actual authority under the November 2017 board resolution to sign the subordination agreement, which was necessary for the anticipated Sagarmatha listing. The agreement was a standard auditor's subordination agreement, and its terms were clear and indefinite, subordinating SIG's loan claim until SIM became solvent. The court held that SIG could not avoid the agreement on grounds of mistake or misrepresentation, as Mr Kriel read the document before signing and relied on his own understanding and advice. The caveat subscriptor rule applie…

Source excerpt

• Loan Agreement
• Subordination Agreement
• In Duplum Rule
• Authority Of Directors
• Misrepresentation
• Contractual Mistake

Oakbay Investments (Pty) Ltd v Tegeta Exploration and Resources (Pty) Ltd and Others (83344/2018)

Oakbay Investments (Pty) Ltd v Tegeta Exploration and Resources (Pty) Ltd and Others (83344/2018) [2019] ZAGPPHC 574 (25 October 2019)

Court

North Gauteng High Court, Pretoria

Case number

83344/2018

Judge

S. Potterill

The High Court dismissed Oakbay’s application for leave to appeal with costs, finding the proposed appeal had no reasonable prospects of success.

• Business Rescue Proceedings
• Conflict Of Interest
• Subordination Agreement
• Costs Award
• Leave To Appeal
• Leave-to-appeal

Oakbay Investments (Pty) Ltd v Tegeta Exploration and Resources (Pty) Ltd and Others (83344/18)

Oakbay Investments (Pty) Ltd v Tegeta Exploration and Resources (Pty) Ltd and Others (83344/18) [2019] ZAGPPHC 411 (30 August 2019)

Court

North Gauteng High Court, Pretoria

Case number

83344/18

Judge

Potterill

The court dismissed Oakbay’s bid to remove Tegeta’s business rescue practitioners, finding no disqualifying conflict of interest and awarding punitive costs.

• Business Rescue
• Conflict Of Interest
• Removal Of Practitioner
• Shareholder Rights
• Subordination Agreement
• Business-rescue

Crookes Brothers Limited v Commissioner of the South African Revenue Services (14179/2017)

Crookes Brothers Limited v Commissioner of the South African Revenue Services (14179/2017) [2018] ZAGPPHC 311; 80 SATC 439 (8 May 2018)

Court

North Gauteng High Court, Pretoria

Case number

14179/2017

Judge

Louw

High Court review of SARS’s refusal to reduce tax assessments failed because the loan terms allowed earlier repayment, so section 31(7) did not apply.

• Tax Administration Act Section 93
• Income Tax Act Section 31
• Reduced Assessment
• Subordination Agreement
• Debt Vs Equity
• Dividends Tax

Absa Bank Limited v Hammerle Group (Pty) Ltd (7457/13)

Absa Bank Limited v Hammerle Group (Pty) Ltd (7457/13) [2013] ZAGPPHC 402 (20 December 2013)

Court

North Gauteng High Court, Pretoria

Case number

7457/13

Judge

P.M. Mabuse

The court found that the applicant's claim under the loan agreement had prescribed after three years, as the debt arose from the loan agreement and not from the notarial bond. The notarial bond did not constitute a mortgage bond and therefore did not extend the prescription period to thirty years. The applicant ceased to be a creditor once the debt prescribed. The amount advanced under the Subscription and Shareholders Agreement was subordinated to other creditors and was not yet claimable, including interest. The respondent's settlement proposal letter was privileged and inadmissible as evid…

Source excerpt

• Prescription Act
• Notarial Bond
• Loan Agreement
• Company Liquidation
• Rectification Of Contract
• Subordination Agreement

ABSA Bank Limited v Hammerle Group (Pty) Ltd (7457/13)

ABSA Bank Limited v Hammerle Group (Pty) Ltd (7457/13) [2013] ZAGPPHC 369 (20 December 2013)

Court

North Gauteng High Court, Pretoria

Case number

7457/13

Judge

P.M. Mabuse

The court held the bank’s loan claim had prescribed, rejected liquidation, granted rectification of the loan agreement, and struck out privileged settlement material.

• Prescription Act
• Notarial Bond
• Loan Agreement
• Company Liquidation
• Rectification Of Contract
• Subordination Agreement

Cape Produce Co (Port Elizabeth) (Pty) Ltd v Dal Maso NO and Another (120/2001)

Cape Produce Co (Port Elizabeth) (Pty) Ltd v Dal Maso NO and Another (120/2001) [2002] ZASCA 23; 2002 (3) SA 752 (SCA) (27 March 2002)

Court

Supreme Court of Appeal

Case number

120/2001

Judges

Smalberger, Harms, Cameron, Navsa, Mpati

The Supreme Court of Appeal held that the sureties could not rely on a subordination agreement to defeat the claim, and judgment was granted for R15 million.

• Suretyship Liability
• Subordination Agreement
• Contractual Interpretation
• Accessory Liability
• Suretyship-liability
• Subordination-agreement

Ex Parte: De Villiers and Another NNO: In Re Carbon Developments (Pty) Ltd (In Liquidation) (720/91)

Ex Parte: De Villiers and Another NNO: In Re Carbon Developments (Pty) Ltd (In Liquidation) (720/91) [1992] ZASCA 220; [1993] 1 All SA 441 (A) (27 November 1992)

Court

Supreme Court of Appeal

Case number

720/91

Judges

Corbett, Van Heerden, Goldstone, Nicholas, Harms

The Supreme Court of Appeal held that the liquidators were not required to furnish information beyond what was in their possession or readily available. The court found no evidence that the directors acted dishonestly or recklessly in valuing assets or incurring debts, and that the existence of valid subordination agreements was material in assessing the company's solvency and the directors' conduct. The court rejected the view that trading while factually insolvent is per se unlawful or dishonest, provided directors genuinely believe debts will be paid. The court further held that creditors…

Source excerpt

• Scheme Of Arrangement
• Subordination Agreement
• Liquidation Procedure
• Personal Liability Of Directors
• Reckless Trading
• Valuation Of Assets