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South Africa decisions
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Monama N.O v Monama and Sons Electrical Contractors CC and Another (58613/2021) [2024] ZAGPPHC 211 (19 March 2024)
High Court granted a provisional winding-up order after finding deadlock, exclusion, and obstruction of a court-ordered valuation of a deceased member’s interest.
Electronic Mining Supplies CC v Mabelane N.O and Another (807/2015) [2018] ZAGPPHC 648 (28 February 2018)
The court found that the applicant failed to establish that the deceased lawfully resigned as a member prior to her death, as there was a real dispute of fact and the evidence was insufficient. Relief sought under sections 36 and 37 of the Close Corporations Act was denied because only a member may apply for cessation of membership, and no alternative disposition applied. The court held that the deceased's membership interest must be disposed of in accordance with section 35 of the Act, and ordered an independent valuation and sale or transfer of the interest. The court expressed serious conc…
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'Tlam and Others v Tladi and Another (11384/2015) [2016] ZAGPPHC 339 (1 March 2016)
The court dismissed an application to remove a close corporation member because the applicants failed to place sufficient evidence before court on fair value and compensation.
Rossouw and Another v Coetzee and Another (6905/09) [2011] ZAWCHC 123 (1 February 2011)
The High Court terminated two members’ interests in a close corporation after finding they competed with the business and breached fiduciary duties.
Smyth and Another v Mew (270/09) [2010] ZASCA 56; 2010 (6) SA 537 (SCA) (1 April 2010)
The Supreme Court of Appeal upheld liquidation of a close corporation after finding the members’ relationship had irretrievably broken down and a buy-out lacked sufficient valuation evidence.
Klaas v Summers and Others (4407/2004) [2007] ZAWCHC 76; 2008 (4) SA 187 (C); (10 December 2007)
The court held that the applicant's conduct in executing the acknowledgments of debt did not amount to representing the corporation as contemplated by clause 13.1 of the association agreement. The instructions to pay his creditor were personal and did not purport to bind the corporation in dealings with third parties. Even the undertaking regarding the vessel arrangement was expressly personal and non-representative. The court found that, even if the applicant's conduct could be construed as representing the corporation, there was no evidence that any breach was material so as to justify forf…
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Botha v George Switchboards CC and Another (11190/06) [2007] ZAWCHC 102 (23 February 2007)
The court granted provisional liquidation of a close corporation after finding an irretrievable deadlock between the members. A counter-application under section 36 failed.
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