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South Africa Case Law

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Commercial And Corporate [2014] ZAWCHC 95

Visser Sitrus (Pty) Ltd v Goede Hoop Sitrus (Pty) Ltd and Others (15854/2013)

Visser Sitrus (Pty) Ltd v Goede Hoop Sitrus (Pty) Ltd and Others (15854/2013) [2014] ZAWCHC 95; 2014 (5) SA 179 (WCC) (19 June 2014)

Court
Western Cape High Court, Cape Town
Case number
15854/2013
Judge
Rogers

The court held that the board of GHS lawfully exercised its discretion under the MOI to refuse the transfer of shares from VC to MC. The directors acted bona fide, for a proper purpose, and with a rational basis, believing that MC's increased shareholding would be contrary to the company's best interests due to MC's competing business strategy and potential influence. The MOI clause allowing refusal without reasons is valid and consistent with South African company law and Commonwealth practice. Section 163 of the Companies Act does not provide relief where directors have complied with their…

Source excerpt

  • Share Transfer Restrictions
  • Fiduciary Duties Of Directors
  • Unfair Prejudice Remedy
  • Memorandum Of Incorporation
  • Section 163 Companies Act
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Commercial And Corporate [2009] ZAWCHC 96

McMillan NO v Pott and Others (11125/08)

McMillan NO v Pott and Others (11125/08) [2009] ZAWCHC 96; 2011 (1) SA 511 (WCC) (18 June 2009)

Court
Western Cape High Court, Cape Town
Case number
11125/08
Judge
A G Binns-Ward

The court found that the exclusion of McMillan from management and employment in Tygerberg Minolta (Pty) Ltd was directly relevant to the Trust's position as shareholder, given the underlying joint venture understanding. The majority shareholders failed, within a reasonable time, to offer the Trust an opportunity to withdraw its capital after McMillan's exclusion, which constituted unfairly prejudicial conduct under section 252(1) of the Companies Act. The court held that even if McMillan was at fault for his exclusion, the equity-based nature of the remedy did not preclude relief. The articl…

Source excerpt

  • Unfair Prejudice Remedy
  • Section 252 Companies Act
  • Shareholder Buy Out
  • Quasi Partnership
  • Legitimate Expectation
  • Minority Shareholder Protection
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About this LexChat collection

South Africa decisions are organised by court, judge, legal area and indexed issue so a practitioner can move from a proposition to a citable authority with the surrounding context intact.

Source links and collection timestamps are retained alongside the indexed records.