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South Africa decisions
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Yokwe and Another v Moitlhwe and Others (M389.2022) [2024] ZANWHC 260 (10 October 2024)
The court declared the first applicant an unconditional 50% member of a close corporation, granted access and interdict relief, and dismissed a counter-application.
Edmunds and Another v Supreme Mouldings Investments (Pty) Ltd and Another (2021/36175) [2023] ZAGPJHC 1133 (9 October 2023)
The court found that the applicants' approach, which focused solely on the negative consequences of the impugned transactions, was unsustainable. It held that both the negative and positive effects, as well as the wider commercial context, must be considered when assessing whether conduct is unfairly prejudicial under section 163(1) of the Companies Act, 2008. The applicants conflated their interests as minority shareholders in Investments with those in Supreme Mouldings, which was not the subject of the case. The court also rejected the argument that the 'just and equitable' requirement appl…
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Davidson v Cough N.O. and Others (41962/2021) [2022] ZAGPJHC 1007 (20 December 2022)
The court found that the executrix failed to comply with the statutory requirements under s35 of the Close Corporations Act for the transfer or sale of the deceased member's interest. The applicant, as the surviving member, has a pre-emptive right to acquire the deceased's interest, and the interests of the intestate heirs are adequately represented by the executrix. The purported offer by the executrix's daughter and partner did not comply with the Act's requirements. The relationship between the applicant and the second respondent had deteriorated to the point of intolerability, justifying…
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Marcelle Props 118 CC and Others v Bryan (A5076/ 2021) [2022] ZAGPJHC 671 (7 September 2022)
On appeal, the High Court found no unfairly prejudicial conduct under section 49 and applied section 36 to order Bryan to transfer her interest for R575,000.
Valencia Holdings 13 (Pty) Limited and Others v Armitage N.O. (A5043/2020) [2022] ZAGPJHC 92 (23 February 2022)
The High Court held that interest-free shareholder loans, agreed to and participated in by the deceased, were not oppressive under section 163 and dismissed the claims.
Bryan v Marcelle Props 118 CC and Others (24926/2018) [2021] ZAGPJHC 369 (13 May 2021)
The court held that the second respondent’s conduct was unfairly prejudicial and ordered him to exit the close corporation, allowing the applicant to buy his 75% interest.
Oosthuizen v Oosthuizen and Others (8307/2016) [2017] ZAWCHC 43 (14 March 2017)
The court found that the applicant failed to discharge the onus required under section 49 of the Close Corporations Act. The evidence showed that she was not excluded from management, was granted full access to financial documentation, and participated in decision-making. Her complaints regarding exclusion, lack of access, and unfair treatment were not supported by the facts or contemporaneous correspondence. The court held that a breakdown of trust alone does not entitle a member to relief under section 49; there must be conduct that is both prejudicial and unfair. The applicant did not prov…
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De Klerk v Ferreira and Others (35391/14) [2017] ZAGPPHC 30; 2017 (3) SA 502 (GP) (2 February 2017)
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.
Phiri v Koreneka Events Managers CC and Others (M40/2016) [2016] ZANWHC 17 (13 May 2016)
The court held that the applicant’s removal as a member of a close corporation was unlawful and reinstated her membership and banking authority.
Mashiloane v Lopez and Others (25790/2014) [2016] ZAGPPHC 66 (26 January 2016)
The court found that the sale and transfer of membership interest to the fourth respondent, held on behalf of the seventh respondent, was in direct contravention of section 29(1) of the Close Corporations Act, which prohibits juristic persons from holding membership interests in a close corporation. The purported ratification of the transaction by the members could not cure the statutory invalidity. The membership interest held by the fourth respondent was declared null and void and ordered to be restored to the corporation. The court further held that, in terms of section 63(d), the fourth a…
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