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South Africa decisions
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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.
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.
Leitao v Easy Electric CC and Others (4164/2018) [2020] ZAMPMHC 22 (10 June 2020)
The applicant sought an order ending his close corporation membership and payment for his 30% interest. The court found no deadlock or just and equitable basis and dismissed the application.
Erasmus v Kalentra Deals 120 CC and Others (12223/16) [2018] ZAGPPHC 251 (25 January 2018)
The court found that the applicant had established a prima facie right to the 10% membership interest in the first respondent, as evidenced by the employment contract and subsequent conduct. The late registration of his membership and the inconsistent valuations provided by the respondents created a reasonable apprehension of irreparable harm, particularly the risk of asset dissipation. The balance of convenience favoured the applicant, as he would suffer greater prejudice if interim relief was not granted. The court held that there was no adequate alternative remedy available to the applican…
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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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L v L and Others (917/2014) [2014] ZAFSHC 203 (6 November 2014)
The court barred a member from selling her close-corporation interest without consent, removed her as a member, and ordered a fair valuation and buyout.
Koka v Queen Court Trading CC and Another (2012/26817) [2013] ZAGPJHC 275 (25 October 2013)
The court dismissed an executrix’s claim for payment of a deceased member’s interest in a close corporation, finding no legal basis for the demand.
CMB Components Assemblers CC and Another v Hongo (EL872/2012, ECD 1972/2012) [2012] ZAECELLC 12 (21 August 2012)
The High Court set aside a writ of execution because the respondent’s claim was not yet liquidated, as the valuation of the member’s interest remained disputed.
Griffiths v Climatic Air Conditioning and Refrigeration CC and Others (14/11) [2011] ZAECPEHC 35 (11 August 2011)
The court found that the relationship between the applicant and the fourth respondent had irretrievably broken down, resulting in a deadlock and exclusion of the applicant from management. The conduct of the fourth respondent was oppressive and unfairly prejudicial, justifying termination of the applicant's membership under s 36 and s 49 of the Close Corporations Act and s 252 of the Companies Act. The applicant was entitled to have his interests valued and transferred to the fourth respondent against payment of a fair price, with indemnification against suretyship liabilities. Liquidation of…
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Godfrey and Others v Jaftha and Another (EL 80/2008, ECD 180/2008) [2008] ZAECHC 78 (12 June 2008)
Application to remove a member from a close corporation failed because the court could not determine the financial consequences without a proper valuation.
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