South Africa Case Law

Charalambos Commercial Properties CC v Transkei Furnishers (Pty) Ltd and Others (2521/2022)

Charalambos Commercial Properties CC v Transkei Furnishers (Pty) Ltd and Others (2521/2022) [2025] ZAECMKHC 46 (29 April 2025)

Court

Eastern Cape High Court, Makhanda

Case number

2521/2022

Judge

J M Roberson

The court found that the applicant validly exercised its option to purchase the property under the notarial lease. The retrospective reinstatement of the first respondent validated the resolution authorising Mrs Vakalisa to conclude the lease. Mrs Vakalisa, as representative of the sole shareholder and director, had authority to bind the company, and the principle of unanimous consent applied. The disposal of the sole asset was properly approved. The applicant acted in good faith and was entitled to rely on the Turquand rule and section 20(7) of the Companies Act. Allegations of manipulation,…

Source excerpt

• Company Director Authority
• Option To Purchase
• Unanimous Shareholder Consent
• Turquand Rule
• Public Policy Contracts
• Mortgage Of Leasehold

Sehole and Others v Gaanakgomo and Others (CIV APP FB 20/2022; UM87/2021)

Sehole and Others v Gaanakgomo and Others (CIV APP FB 20/2022; UM87/2021) [2024] ZANWHC 51 (27 February 2024)

Court

North West High Court, Mafikeng

Case number

CIV APP FB 20/2022; UM87/2021

Judges

Petersen, Reddy, Dewrance

The appeal was dismissed because the Council meeting of 29 October 2020 was not properly quorated, as required by the Standing Rules and the Constitution. The attempt to introduce the Attendance Register as new evidence failed to meet the requirements for admission on appeal, as the explanation for its absence was insufficient and its authenticity was not established. The Turquand Rule does not apply to acts that are ultra vires, and cannot validate appointments made at an unlawful meeting. The Acting Municipal Manager's authority to institute proceedings was not challenged in the proper mann…

Source excerpt

• Municipal Council Quorum
• Locus Standi
• Turquand Rule
• Just And Equitable Remedy
• Admission Of New Evidence On Appeal
• Fair Labour Practices

Stefanutti Stocks Housing (A Division of Stefanutti Stocks (Pty) Ltd) v Instratin Properties (Pty) Ltd (2022/032179 ; 2022/032192)

Stefanutti Stocks Housing (A Division of Stefanutti Stocks (Pty) Ltd) v Instratin Properties (Pty) Ltd (2022/032179 ; 2022/032192) [2023] ZAGPJHC 1109 (4 October 2023)

Court

South Gauteng High Court, Johannesburg

Case number

2022/032179 ; 2022/032192

Judge

T P Mudau

High Court refused provisional sentence on two acknowledgements of debt, holding the defendant’s CEO lacked proved authority to bind the company.

• Provisional Sentence
• Authority Of Company Officers
• Acknowledgement Of Debt
• Jbcc Contracts
• Turquand Rule
• Provisional-sentence

Merifon (Pty) Limited v Greater Letaba Municipality and Another (CCT 159/21)

Merifon (Pty) Limited v Greater Letaba Municipality and Another (CCT 159/21) [2022] ZACC 25; 2022 (9) BCLR 1090 (CC) (4 July 2022)

Court

Constitutional Court

Case number

CCT 159/21

Judges

Kollapen, Madlanga, Majiedt, Mhlantla, Mlambo, Theron, Tshiqi, Unterhalter

The Constitutional Court refused leave to appeal in a dispute over a municipal land sale, holding that non-compliance with section 19 of the MFMA made the agreement unenforceable.

• Doctrine Of Legality
• Municipal Finance Management Act
• Specific Performance
• Estoppel
• Turquand Rule
• Doctrine-of-legality

Segal v Tuckett and Others (2020/3822)

Segal v Tuckett and Others (2020/3822) [2022] ZAGPJHC 184 (1 April 2022)

Court

South Gauteng High Court, Johannesburg

Case number

2020/3822

Judge

Manoim

High Court claim over unpaid share-sale instalments, with a counterclaim and section 45 Companies Act suretyship defences. Most respondents were held liable.

• Share Sale Agreement
• Suretyship Liability
• Financial Assistance Under Companies Act
• Turquand Rule
• Counterclaim
• Attorney Client Costs

ABSA Bank Limited v Pro Trading Engineering (Pty) Ltd and Others (1274/2020)

ABSA Bank Limited v Pro Trading Engineering (Pty) Ltd and Others (1274/2020) [2021] ZANWHC 78 (26 October 2021)

Court

North West High Court, Mafikeng

Case number

1274/2020

Judge

M Kgabi

The court found that the affidavit supporting the summary judgment application was clouded with irregularities and did not comply with the requirements of the Regulations relating to affidavits. It was questionable whether the deponent had personal knowledge of the facts and whether proper authority was established. The defendants raised bona fide triable issues, including the applicability of the suretyship, the absence of a company resolution, and the invocation of the Turquand rule. These issues warranted ventilation at trial. Consequently, the application for summary judgment was dismisse…

Source excerpt

• Summary Judgment
• Suretyship
• Company Resolution
• Commissioners Of Oaths Regulations
• Turquand Rule
• Overdraft Facility

Botes v Sandvik Mining RSA (Pty) Ltd (CA&R47/2019)

Botes v Sandvik Mining RSA (Pty) Ltd (CA&R47/2019) [2020] ZANCHC 29 (12 June 2020)

Court

Northern Cape High Court, Kimberley

Case number

CA&R 47/2019

Judges

Mamosebo, Stanton

The court held that the deed of suretyship signed by the appellant was valid and enforceable, as it complied with section 6 of the General Law Amendment Act by embodying all terms in a written document signed by the surety. The court found that the document was not a joint suretyship requiring signatures from all directors, and the absence of other signatures did not invalidate the agreement. Written consent to the jurisdiction of the magistrate's court was established through clause 8 of the deed of suretyship and clause 15 of the credit application, both signed by the appellant. The court a…

Source excerpt

• Magistrates Court Jurisdiction
• Contract Of Suretyship
• Written Consent
• Credit Facility Agreement
• Section 6 General Law Amendment Act
• Turquand Rule

Thekwini Marine Steel and Trade (Pty) Limited v Transnet (SOC) Limited t/a Transnet Port Terminals (D1546/2019)

Thekwini Marine Steel and Trade (Pty) Limited v Transnet (SOC) Limited t/a Transnet Port Terminals (D1546/2019) [2019] ZAKZDHC 22 (3 July 2019)

Court

Kwazulu-Natal High Court, Durban

Case number

D1546/2019

Judge

Lopes

Although an offer of settlement for R20 million was made by Transnet and accepted by Thekwini, the agreement was expressly subject to suspensive conditions: the provision of valid and auditable proof of disbursements and approval by the appropriate Transnet delegation of authority. The applicant bore the onus of proving fulfilment of these conditions. While there was evidence that some documentation regarding disbursements may have been provided, there was no indication that the necessary approval by Transnet's Chief Legal Counsel was obtained, as required by the internal delegation of author…

Source excerpt

• Settlement Agreement
• Delegation Of Authority
• Suspensive Conditions
• Public Finance Management Act
• Turquand Rule

Bagport (Pty) Ltd v South African Express Airways Soc Ltd (44591/2016)

Bagport (Pty) Ltd v South African Express Airways Soc Ltd (44591/2016) [2018] ZAGPJHC 127 (9 May 2018)

Court

South Gauteng High Court, Johannesburg

Case number

44591/2016

Judge

FHD Van Oosten

The High Court upheld a settlement agreement and made it an order of court, rejecting challenges based on internal company procedure, authority, and the PFMA.

• Rule 41 Settlement
• Authority Of Company Officers
• Turquand Rule
• Public Finance Management Act
• Punitive Costs
• Rule-41-settlement

City of Johannesburg Metropolitan Municipality and Others v Independent Municipal and Allied Trade Union and Others (JA112/2013)

City of Johannesburg Metropolitan Municipality and Others v Independent Municipal and Allied Trade Union and Others (JA112/2013) [2017] ZALAC 43; (2017) 38 ILJ 2695 (LAC) (28 June 2017)

Court

Labour Appeal Court

Case number

JA112/2013

Judges

Tlaletsi, Ndlovu, Coppin

The Labour Appeal Court set aside dismissal for delay and held that SALGA had not authorised the settlement agreement or award.

• Collective Agreements
• Ostensible Authority
• Delay Rule
• Mandate Of Employers Organisation
• Turquand Rule
• Delay-rule