South Africa Case Law

Ferentillo Investments (Pty) Ltd and Others v Motomark (Pty) Ltd and Others (058430/22)

Ferentillo Investments (Pty) Ltd and Others v Motomark (Pty) Ltd and Others (058430/22) [2023] ZAGPPHC 1912 (17 November 2023)

Court

North Gauteng High Court, Pretoria

Case number

058430/22

Judge

E van der Schyff

The High Court dismissed a minority shareholders’ oppression claim under section 163 of the Companies Act, finding no unfair prejudice or breach of shareholder rights.

• Minority Shareholder Protection
• Oppression Remedy
• Memorandum Of Incorporation Amendment
• Unfair Prejudice
• Shareholder Loans
• Minority-shareholder-protection

Clarke and Others v Kwezi Mining (Pty) Ltd and Others (2010/47125)

Clarke and Others v Kwezi Mining (Pty) Ltd and Others (2010/47125) [2011] ZAGPJHC 240 (17 June 2011)

Court

South Gauteng High Court, Johannesburg

Case number

2010/47125

Judge

C G Lamont

The court found unfairly prejudicial shareholder conduct and ordered the second respondent to buy out the applicants’ shares at fair value determined by auditors.

• Minority Shareholder Protection
• Unfair Prejudice
• Section 252 Companies Act
• Share Valuation
• Shareholder Disputes
• Minority-shareholder-protection

Civils 2000 Holdings (Pty) Ltd v Black Empowerment Partner Civils 2000 (Pty) Ltd and Others ([2011] 3 All SA 215 (WCC))

Civils 2000 Holdings (Pty) Ltd v Black Empowerment Partner Civils 2000 (Pty) Ltd and Others ([2011] 3 All SA 215 (WCC)) [2011] ZAWCHC 6; 1565/2010 (8 February 2011)

Court

Western Cape High Court, Cape Town

Case number

1565/2010

Judge

P.A.L. Gamble

The court held that the acts and omissions of directors, when performed in breach of their fiduciary duties and in competition with the company, are legally considered acts of the company for the purposes of Section 252 of the Companies Act. The plaintiff's particulars of claim sufficiently alleged conduct that could be attributed to the company and thus disclosed a cause of action. The constitutional argument regarding arbitrary deprivation of property was dismissed, as any transfer of shares would only occur pursuant to a court order after full consideration of the facts, and Section 252 al…

Source excerpt

• Unfair Prejudice
• Fiduciary Duties
• Shareholder Disputes
• Exception Procedure
• Remedies Under Companies Act

Louw and Others v SA Mohair Brokers Ltd and Others (3682/09)

Louw and Others v SA Mohair Brokers Ltd and Others (3682/09) [2010] ZAECPEHC 53 (19 August 2010)

Court

Eastern Cape High Court, Port Elizabeth

Case number

3682/09

Judge

Y Ebrahim

The Court found that the issues raised in the application for leave to appeal were complex and unique, involving important questions of law regarding directors' fiduciary duties, the interpretation and application of section 252 of the Companies Act, and the law of meetings. Given the reasonable prospect that another court may reach a different conclusion on these matters, leave to appeal was granted to the first respondent. The Court accepted that the statutory remedy under section 252 was properly interpreted and applied, but acknowledged that the arguments presented were substantial enough…

Source excerpt

• Fiduciary Duty Of Directors
• Section 252 Companies Act
• Law Of Meetings
• Unfair Prejudice
• Statutory Remedy For Shareholders