Vumani Civils CC v Ridgeside P4 Residential Estate (Pty) Ltd (D2259/2025) [2025] ZAKZDHC 85 (12 December 2025)

Case Note

Vumani Civils CC v Ridgeside P4 Residential Estate (Pty) Ltd
[2025] ZAKZD 22
12 December 2025

Reportability

This case is reportable as it deals with significant aspects of contractual obligations in the construction sector and clarifies the interpretation of the Prescription Act as it applies to the timeline for contractual claims. The ruling addresses complex contractual conditions regarding the issuance of final approval and payment certificates, which has implications not only for the parties involved but also sets a precedent for similar cases in the construction industry across South Africa. The complexity of the legal issues surrounding prescription and the interpretation of contractual obligations makes this judgment a critical addition to the body of legal principles governing construction contracts.

Cases Cited

Electricity Supply Commission v Stewarts and Lloyds of SA (Pty) Ltd 1981 (3) SA 340 (A)

Desai N.O. v Desai and others 1996 (1) SA 141 (A)

Makate v Vodacom Ltd 2016 (4) SA 121 (CC)

Uitenhage Municipality v Molloy 1998 (2) SA 735 (SCA)

Benson and another v Walters and Others 1981 (4) SA 42 (C)

The Master v I L Back & Co Ltd 1983 (1) SA 986 (A)

Trinity Asset Management (Pty) Ltd v Grindstone Investments 132 (Pty) Ltd 2018 (1) SA 94 (CC)

Legislation Cited

Prescription Act 68 of 1969

Rules of Court Cited

Not expressly cited in the judgment.

HEADNOTE

This case primarily concerns the interpretation of contractual rights and obligations under a construction contract, particularly regarding the prescription of claims for final approval and payment certificates. The court held that the applicant's claims did not prescribe as the contractual framework necessitated specific actions that had not been fulfilled by the respondent. The ruling is significant for construction contracts, as it delineates the parameters of what constitutes a debt subject to prescription and reinforces the necessity for both parties to adhere to the stipulated contractual processes.

Summary

Vumani Civils CC entered into a contract with Ridgeside P4 Residential Estate (Pty) Ltd for civil engineering works on a property development project. While the applicant completed its works and a defects liability period expired, it did not receive a final approval or payment certificate due to a dispute between the respondent and its consulting engineer. The applicant sought court orders to compel the respondent to issue the necessary certificates, while the respondent contended that the applicant's claims had prescribed.

The court analyzed whether the claims were debts under the Prescription Act, noting that a significant flaw in the respondent's argument lay in the conception of the nature of the debt, asserting that the respondent's failure to appoint a new employer's agent prevented the proper processing of claims.

Key Issues

1. Did the claims by Vumani Civils CC prescribe under the Prescription Act?
2. What is the nature of the contractual obligations concerning the issuance of final approval and payment certificates?
3. Did the contractual framework create a clarity on actions necessary for the initiation of prescription?

Held

The court held that the claims by Vumani Civils CC had not prescribed. It concluded that the respondent's obligation to appoint an employer's agent and issue needed certificates created a situation where such claims were subject to ongoing processes under the contract. Thus, the applicant maintained its right to the relief sought despite the lapse of time since the contractual completion.

THE FACTS

The applicant, Vumani Civils CC, entered into a contract with the respondent, Ridgeside P4 Residential Estate (Pty) Ltd, for civil works on the Enigma Private Estate in August 2018. The works were practically completed by July 2019, and the defects liability period expired in November 2020. Despite the construction being completed, the applicant did not receive a final approval certificate or payment certificate due to ongoing disputes between the respondent and the consulting engineers responsible for issuing those certificates.

In February 2022, while still lacking the necessary certifications, the applicant submitted a final statement to a different consulting engineer, DG Naidoo and Associates. Consequently, the applicant claimed that the amount owed was R11,571,544.57 as indicated in a Revised Payment Certificate from DG Naidoo. The respondent refuted the figures presented, prompting the current application for directed relief.

THE ISSUES

The court was faced with several critical issues, primarily whether Vumani's claims had prescribed under the Prescription Act and whether Ridgeside was obligated under the contract to provide the final approval and payment certificates. Furthermore, it had to consider the interpretation of 'debt' within the context of commercial contracts and specifically how that definition impacted the obligations outlined in the contract.

ANALYSIS

The court's analysis began with the investigation into the contractual obligations, particularly focusing on the provisions for granting final certificates and the necessary involvement of a professional engineer. The judge emphasized that until a new employer's agent was appointed, certification processes could not commence, effectively inhibiting the ability of the applicant to pursue payment. This rendered the claims not to have commenced prescription under the law, as the prescribed action—final approval and payment certification—was not duly executed.

Additionally, the court examined previous judgments regarding prescription, observing that prescription timelines could not begin until the conditions set by the contract were fulfilled. The ruling took particular note of the need for the employer's agent to facilitate adherence to those conditions, solidifying the existence of a contractual obligation that extended the timeframe for claims because of the respondent's omissions.

REMEDY

The court ordered the respondent to appoint an employer's agent within 30 days, responsible for the issuance of the final approval and payment certificates as outlined in the contract. The court stipulated that the respondent must facilitate the necessary actions for the contractor to receive what is owed. Furthermore, the respondent was instructed to make a decision regarding the final payment certificate and to communicate the decision promptly, reinforcing the legal obligations highlighted throughout the judgment.

LEGAL PRINCIPLES

Key legal principles established in this case include the interpretation of contractual obligations concerning the issuance of final payment certificates and the implications of the Prescription Act on claims arising from such agreements. The judgment reiterates that an obligation must be deemed a 'debt' only if it relates to a clear financial obligation due, and further establishes that where internal processes regarding certification remain incomplete because of a party's failure to act, prescription cannot be invoked to extinguish those claims. The necessity for clarity in appointment and action by designated agents in contractual arrangements is also emphasized, serving to protect contractual rights for involved parties.