South Africa Case Law

Botha v 4D Health (Pty) Ltd (18976/2019)

Botha v 4D Health (Pty) Ltd (18976/2019) [2024] ZAGPPHC 385 (26 April 2024)

Court

North Gauteng High Court, Pretoria

Case number

18976/2019

Judge

E van der Schyff

The court found that Ms. Botha failed to establish, on a balance of probabilities, that she is a contingent creditor of 4D Health. The affidavits did not provide sufficient evidence of a pre-existing contractual obligation between Ms. Botha and 4D Health, nor did they demonstrate that 4D Health was party to any agreement breached in a manner giving rise to creditor status. The existence of the alleged debt is bona fide disputed on reasonable grounds, and the pending litigation cannot be used to confer locus standi for winding-up. The court applied the Plascon-Evans principle, considering the…

Source excerpt

• Winding Up Of Solvent Company
• Contingent Creditor
• Locus Standi
• Breach Of Fiduciary Duty

Dreyer v Afristat Investment Holdings (030942/22)

Dreyer v Afristat Investment Holdings (030942/22) [2024] ZAGPPHC 142 (20 February 2024)

Court

North Gauteng High Court, Pretoria

Case number

030942/22

Judge

G Ally

The High Court dismissed a minority shareholder’s bid to wind up a company under section 81 of the Companies Act, finding no proof of fraud or asset wastage.

• Winding Up Of Solvent Company
• Just And Equitable Basis
• Misapplication Of Assets
• Minority Shareholder Rights
• Winding-up-of-solvent-company
• Companies-act-section-81

Audacia Stellenbosch Market (Pty) Ltd v Downing Investments CC and Another (8552/21)

Audacia Stellenbosch Market (Pty) Ltd v Downing Investments CC and Another (8552/21) [2022] ZAWCHC 66 (3 May 2022)

Court

Western Cape High Court, Cape Town

Case number

8552/21

Judge

Thulare

The High Court refused leave to appeal in a winding-up dispute, holding that authority and standing were not established and no reasonable prospects existed.

• Locus Standi
• Winding Up Of Solvent Company
• Deadlock In Management
• Extended Standing
• Costs Award
• Locus-standi

Visser v An Exclusive Guest House (Pty) Ltd and Another (2661 / 2021)

Visser v An Exclusive Guest House (Pty) Ltd and Another (2661 / 2021) [2022] ZAMPMBHC 18 (29 March 2022)

Court

Mbombela High Court, Mpumalanga

Case number

2661 / 2021

Judge

Ratshibvumo

The court found that the relationship between the two shareholders, who are also the only directors, had irretrievably broken down, resulting in a deadlock and lack of trust. Attempts to resolve the impasse, including offers to sell shares and requests for meetings and financial statements, were unsuccessful. The court held that the deadlock was not merely between directors but between shareholders, and that alternatives suggested by the respondent had been exhausted. The court further held that the clean hands principle is not an absolute bar to winding-up and that both parties contributed t…

Source excerpt

• Winding Up Of Solvent Company
• Just And Equitable Ground
• Shareholder Deadlock
• Clean Hands Principle

Vosloo N.O and Another v South African Medical Association NPC and Another (44983/2020)

Vosloo N.O and Another v South African Medical Association NPC and Another (44983/2020) [2022] ZAGPPHC 166 (28 March 2022)

Court

North Gauteng High Court, Pretoria

Case number

44983/2020

Judge

N Davis

The High Court dismissed an application to wind up SAMA, finding the alleged debt was bona fide disputed and that winding up would not be just and equitable.

• Winding Up Of Solvent Company
• Trade Union Dues
• Bona Fide Dispute
• Badenhorst Rule
• Just And Equitable Winding Up
• Winding-up-of-solvent-company

Elmos Services BV v Microsystems on Silicon (Pty) Ltd and Others (71201/2018)

Elmos Services BV v Microsystems on Silicon (Pty) Ltd and Others (71201/2018) [2020] ZAGPPHC 37 (21 January 2020)

Court

North Gauteng High Court, Pretoria

Case number

71201/2018

Judge

H.J Fabricius

The High Court discharged a provisional winding-up order, dismissing a shareholder counter-application and finding final winding-up premature pending related German litigation.

• Winding Up Of Solvent Company
• Shareholder Oppression
• Section 165 Process
• Section 163 Relief
• Deadlock In Corporate Governance
• Winding-up-of-solvent-company

Ferreira v Swift-er (Pty) Ltd and Another (4565 /2019)

Ferreira v Swift-er (Pty) Ltd and Another (4565 /2019) [2019] ZALMPPHC 66 (12 December 2019)

Court

Limpopo High Court, Polokwane

Case number

4565 /2019

Judge

Kganyago

The High Court ordered the final winding-up of a solvent company after finding an irretrievable breakdown in trust and management deadlock between equal directors/shareholders.

• Winding Up Of Solvent Company
• Deadlock Between Directors
• Just And Equitable Ground
• Fiduciary Duty
• Breakdown Of Trust
• Winding-up-of-solvent-company

Rajay and Another v Zwene Insurance Brokers (Pty) Ltd (2018/42821)

Rajay and Another v Zwene Insurance Brokers (Pty) Ltd (2018/42821) [2019] ZAGPJHC 366 (11 September 2019)

Court

South Gauteng High Court, Johannesburg

Case number

2018/42821

Judge

Dosio

The court found that the first applicant was the beneficial owner of 40% of the shares in the respondent, with Pillay acting as nominee. The evidence, including agreements, minutes, and correspondence, established the first applicant's entitlement and involvement in management and dividends. The respondent's refusal to register the first applicant as shareholder and the breakdown in relations constituted deadlock and oppressive conduct. The sale of shares from Pillay to Reddy was void ab initio due to breach of the nominee agreement and lack of communication with the first applicant. The cour…

Source excerpt

• Winding Up Of Solvent Company
• Beneficial Ownership
• Rectification Of Share Register
• Oppressive Conduct
• Deadlock
• Companies Act 71 Of 2008

Du Plessis v Bonnox Proprietary Limited and Another (A695/2016, 48111/2014)

Du Plessis v Bonnox Proprietary Limited and Another (A695/2016, 48111/2014) [2019] ZAGPPHC 515 (18 April 2019)

Court

North Gauteng High Court, Pretoria

Case number

A695/2016, 48111/2014

Judges

F W Botes, N M Mavundla

The court found that the relationship between the parties had irretrievably broken down, but no deadlock existed at board level and the company was solvent with its substratum intact. The evidence did not support the partnership analogy or oppression sufficient to justify winding-up. The appellant failed to establish grounds under section 163 for relief based on oppression or unfair prejudice. However, the court determined that a clean break between the parties was necessary and that the appellant should be directed to purchase the second respondent's shares at a fair and reasonable value, wi…

Source excerpt

• Winding Up Of Solvent Company
• Just And Equitable Ground
• Minority Shareholder Rights
• Oppression
• Deadlock
• Share Valuation

Tait NO and Another v Wescom Business Ventures (Pty) Ltd and Others, Tait NO and Others v Van Niekerk and Other (29833/2016, 2495/2016)

Tait NO and Another v Wescom Business Ventures (Pty) Ltd and Others, Tait NO and Others v Van Niekerk and Other (29833/2016, 2495/2016) [2018] ZAGPPHC 639 (2 March 2018)

Court

North Gauteng High Court, Pretoria

Case number

29833/2016, 2495/2016

Judge

A A Crutchfield

The court dismissed an application to wind up a solvent company over shareholder deadlock, enforced a settlement agreement, and made detailed costs orders.

• Winding Up Of Solvent Company
• Deadlock Between Shareholders
• Just And Equitable Basis
• Fiduciary Duties
• Urgent Application Costs
• Settlement Agreement Enforcement