Teemane Heavy Haulage (Pty) Ltd v Gears Technologies (Pty) Ltd (13001/2024) [2025] ZALMPPHC 216 (11 November 2025)

Case Note

Teemane Heavy Haulage (Pty) Ltd v Gears Technologies (Pty) Ltd
[2025] ZALMP 143
Date: 11 November 2025

Reportability

This case is reportable as it involves significant issues related to the winding-up of a company under the Companies Act of 1973 and the implications of statutory demands as prerequisites for such proceedings. The judgment also clarifies how genuine disputes over debts are assessed in the context of liquidation applications, providing essential guidance for future cases. The ruling reinforces the importance of adhering to procedural requirements when initiating winding-up proceedings, particularly as they relate to the service of demands and acknowledgment of debts.

Cases Cited

1. Afgri Operations Limited v Hamba Fleet (Pty) Ltd [2017] ZASCA 24; 2022 (1) SA 91 (SCA).
2. Body Corporate of Fish Eagle v Group Twelve Investments 2003 (5) SA 414 (W).
3. Nathaniël & Efthymakis Properties v Haartebeestspruit Landgoed CC [1996] 2 All SA 317 (T).
4. Imobrite (Pty) Ltd v DTL Boerdery CC (1007/20) [2020] ZASCA 67 (SCA).
5. Trinity Asset Management (Pty) Ltd v Grindstone Investments (Pty) Ltd 2017 (12) BCLR 1562 (CC).
6. Van Veluw Beheer BV v Maxxliving (Pty) Ltd and Another [2020] ZAGPPHC 970.

Legislation Cited

1. Companies Act, 61 of 1973 (as amended).
2. Companies Act, 71 of 2008.

Rules of Court Cited

None specified.

HEADNOTE

Summary

This case addresses the application by Teemane Heavy Haulage (Pty) Ltd for the winding up of Gears Technologies (Pty) Ltd, based on claims that Gears could not pay its debts. The court scrutinized the procedural validity of Teemane's demand under section 345 of the Companies Act and evaluated the legitimacy of Gears' defense against liability for the claimed amounts. Ultimately, the court found that Gears’ debts were not explicitly acknowledged in the context required by the applicable company law, leading to the dismissal of the winding-up application.

Key Issues

The key legal issues revolved around whether Gears Technologies had failed to satisfy a proper statutory demand made by Teemane Heavy Haulage, whether Gears was indeed unable to pay its debts, and whether any bona fide disputes existed regarding the debt claimed.

Held

The court held that the application for winding-up was dismissed, concluding that Gears had not been served with a compliant demand as required by the Companies Act. Furthermore, the disputes regarding the amounts claimed were considered genuine and not merely a strategy to delay payment.

THE FACTS

Teemane Heavy Haulage (Pty) Ltd, engaged in renting out heavy trucks and equipment, entered into a rental agreement with Gears Technologies (Pty) Ltd in March 2024. Disputes arose when Teemane claimed an outstanding amount of R1 157 684.08 for the rental of trucks, leading to a demand issued under section 345 of the Companies Act in June 2024. Gears responded with a proposal to settle the debt, acknowledging liability for some amounts but denying total indebtedness.

Despite negotiations and a subsequent settlement agreement in June 2024, Gears defaulted on payments due under this agreement, prompting Teemane to threaten liquidation proceedings in October 2024. While Gears contested the amounts owed, claiming they were not valid, Teemane argued it had complied with all statutory demands.

THE ISSUES

The primary legal questions were whether the statutory demand was properly served upon Gears Technologies and whether there were genuine disputes regarding the debts claimed by Teemane. Additionally, the court had to consider if Gears had shown a bona fide defense against the liquidation application, based on claims and counterclaims regarding debts and obligations reflected in their contractual relationship.

ANALYSIS

The court conducted a thorough analysis of the interactions between the two parties, highlighting that Gears had publicly acknowledged certain debts, thus complicating its claim of total insolvency. The court reaffirmed that winding-up proceedings are not an appropriate remedy for resolving disputed debts. Specifically, it emphasized that for a winding-up application to succeed, it must be shown that the demand for payment was sufficient and that the alleged debtor had not established a bona fide dispute regarding the debt.

In assessing the service of demands, the court underscored that a clear indication of the nature and amount of the debt is integral to compliance with section 345(1). Teemane was found to have issued demands based on debts that arose after the prior settlement, necessitating an updated demand, which had not been satisfied.

Furthermore, the court referred to precedents reinforcing that disputes over debts must be considered in determining the appropriateness of winding-up applications. The findings concluded that Gears' claim of a bona fide dispute about the debt was not merely a tactic to evade payment.

REMEDY

The court dismissed Teemane’s application for the winding-up of Gears Technologies. The dismissal served as a recognition of Gears’ right to contest the claims made by Teemane and indicated that Teemane had not complied with the procedural norms established by the Companies Act.

LEGAL PRINCIPLES

This judgment establishes critical legal principles regarding company winding-ups, notably that:

1. A demand for payment must sufficiently inform the debtor of the nature and amount owed.
2. Winding-up proceedings are inappropriate mechanisms for resolving genuine disputes over debts.
3. The acknowledgment of limited debts does not negate the existence of disputes regarding further claims unless the debts are clearly stipulated and accepted in their entirety.

The decision reinforces the judicial expectation that parties in commercial relationships engage in good faith and adhere to legislative requirements in financial disputes.