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[2021] ZAWCHC 65
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Capitec Bank Holdings Limited v Coral Lagoon Investments 194 (Pty) Ltd and Others (10530/2020) [2021] ZAWCHC 65; 2021 (6) SA 121 (WCC) (16 April 2021)
IN
THE HIGH COURT OF SOUTH AFRICA
(WESTERN
CAPE DIVISION, CAPE TOWN)
Case
No: 10530 / 2020
In
the matter between:
CAPITEC
BANK HOLDINGS LIMITED
Applicant
and
CORAL
LAGOON INVESTMENTS 194 (PTY) LTD
First
Respondent
ASH
BROOK INVESTMENTS 15 (PTY) LTD
Second Respondent
In re:
Case No: 7532 / 2020
CORAL
LAGOON INVESTMENTS 194 (PTY) LTD
First
Plaintiff
ASH
BROOK INVESTMENTS 15 (PTY) LTD
Second
Plaintiff
and
CAPITEC
BANK HOLDINGS LIMITED
Defendant
Coram:
Wille, J
Heard:
22
nd
of February 2021
Delivered:
16
th
of April 2021
JUDGMENT
WILLE,
J:
INTRODUCTION
[1]
This
is an opposed application in which the applicant seeks an order to
enforce an agreement not to sue. In the alternative,
an order
is sought to stay the certain proceedings
[1]
and for these disputes between the parties to be submitted to private
arbitration. The applicant is a public listed company
holding
shares in Capitec Bank. The first respondent is a special
purpose vehicle which was established to acquire shares
in and to the
applicant on behalf of a black economic empowerment consortium.
[2]
The first respondent is a wholly owns subsidiary of the second
respondent. The first and second respondents shall be
referred
to as the respondents, unless otherwise specifically indicated.
[2]
The
respondents concluded an agreement with the applicant in terms of
which they undertook to not institute legal proceedings against
the
applicant relying upon the conclusion of a particular commercial
transaction.
[3]
It is the
applicant’s case that the respondents concluded this later
transaction with the full awareness of their rights
after obtaining
prior independent legal advice thereon. The respondents’
case is that this agreement not to sue
is against public policy and
should not be enforced.
[4]
The
applicant contends for a breach of the agreement by the respondents
by instituting the action.
[3]
In the
alternative, the applicant seeks an order
[5]
,
that the respondents be directed to refer their disputes raised in
the action to private arbitration. This position taken
by the
applicant is buttressed by a suite of agreements between the
applicant and the respondents in terms of which the parties
specifically agreed to refer their disputes to be resolved by the
arbitration process.
[4]
The
applicant, the respondents and the Industrial Development
Corporation
[6]
, concluded a
linked set of signed agreements during 2016. This was the
frontrunner to the applicant issuing (10) million
ordinary shares to
the first respondent. The parties had intersecting motives for
concluding this sale share transaction.
The applicant desired
to increase its direct transformation shareholding with a view to
achieving the targets for transformation
ownership as set out in the
Financial Sector Code, under the Act.
[7]
The respondents in turn hankered to obtain shares in the
applicant, while the IDC coveted to support the transformation of
the
banking sector in South Africa. This is a complex matter and
accordingly I have discussed in this judgment what seems
to me of the
greatest importance. It must not be inferred that from my
failure to refer specifically to any argument or contention,
that I
was unaware of it, or that I ignored it.
THE
FACTUAL MATRIX
[5]
An
important agreement relevant for present purposes is the subscription
agreement dated 12 December 2006.
[8]
It contains no less than (3) sets of restrictions connected
with share disposal aimed primarily at maintaining a direct
transformation shareholding in the applicant. This latter
agreement also includes an arbitration covenant, which is
the first
of the two arbitration agreements on which the respondent relies for
the alternative relief it seeks in this matter.
[6]
The
first respondent
[9]
, sold (5 284
735) of its (10 000 000), ordinary shareholding in the applicant to
the PIC.
[10]
This left
the first respondent with a remaining shareholding of (4 715 265),
shares in the applicant. During the course
of the following
year, dissatisfaction loomed in connection with the selling
restrictions imposed upon the second respondent and
in turn, its
shareholders. The second respondent thereupon approached the
applicant and requested the applicant for a waiver
in connection with
the agreed selling share sale restrictions. The applicant
refused on the bases that these restrictions
were dominant to the
entire purpose of the subscription agreement.
[7]
The
respondents instituted action against the applicant seeking orders
declaring that the selling restrictions were inconsistent
with
sections 9, 10 and 25 of the Constitution
[11]
and invalid. Besides, an order was sought that the respondents
be entitled to dispose of their shares without any selling
restrictions.
[12]
This
action is still pending. It was indeed this pending action that
caused the applicant to insist on the inclusion
of the agreement ‘not
to sue’ as more fully described hereunder.
[8]
During
the middle of the following year, the first respondent entered into a
sale share transaction with Petratouch (Pty) Ltd.
[13]
This transaction involved numerous parties and a suite of
agreements were again concluded. This transaction consisted,
inter alia, of the following components: that the second
respondent would be restructured and that the first respondent would
dispose of (3 360 830), of its shares in the applicant, to
Petratouch.
[14]
The
first respondent thereafter retained a shareholding of (1 354 435)
shares in the applicant. It is the applicant’s
argument
that the current action instituted by the respondents against the
applicant, is inextricably linked and is based on this
very
transaction. I shall in this judgment refer to this latter
transaction as the ‘
transaction’
.
[9]
One
of the
agreements
[15]
, in the suite
of the agreements for the
transaction
set out the cascading phases of the
transaction
and defined all the material terms. Yet another agreement in
the suite forming part of the
transaction
was concluded between the parties to this dispute.
[16]
The purpose of this consent agreement, was for the applicant to waive
various rights in connection with the selling restrictions
imposed in
terms of the subscription agreement so that the
transaction
could proceed. Without the consent agreement the transactional
steps contemplated in the
transaction
would be in direct violation of the selling restrictions imposed by
the terms of the subscription agreement.
[10]
The
subject clause in the consent agreement that requires scrutiny is the
clause that each of the respondents will not institute
legal
proceedings against the applicant -
wherein
they seek to use or rely upon
- the
transaction.
This is the basis upon which applicant seeks an order directing
the respondents to withdraw their current action. In the
alternative,
the applicant seeks to rely on a clause
[17]
,
in the consent agreement
[18]
,
to the effect that the parties agreed that any dispute arising out of
or in connection with the
transaction
would be resolved by the process of private arbitration.
[11]
On
10th August 2017, the Transnet Fund,
[19]
instituted action in the Gauteng Local Division claiming damages of
approximately R1 billion from various persons and entities.
The Fund
claimed that certain persons and entities had stolen or defrauded
money from it due to what are now commonly referred
to as ‘State
Capture’ activities. The defendants in that action
included Regiments Capital (Pty) Ltd
[20]
,
which is the majority shareholder in the second respondent.
[12]
About
two years later certain of the parties to the fund litigation,
including the Fund, Regiments (and the first respondent), concluded
a
settlement agreement which involved a further sale of an allotment of
(810 230) of the first respondent’s shares in the
applicant, to
the Fund.
[21]
The fund
did not qualify in terms of the transformation threshold as set out
in the subscription agreement and the issue
of the selling
restrictions accordingly found direct application.
[22]
A waiver in this connection was sought from the applicant in the form
of a direct and specific consent to the share sale
transaction.
[13]
The
applicant refused the waiver as sought and further litigation
followed. During September 2019, the first respondent and
the
second respondent
[23]
,
launched and application against the applicant. The court
seized with the matter ordered that the applicant was obliged
to
consent to the sale. This order is on appeal to the Supreme
Court of Appeal.
DISCUSSION
[14]
During
June 2020, the respondents instituted the current action against the
applicant. They seek an order for the payment
of R l 225 955
165, 33 plus interest and costs. This claim is based on four
causes of action, which are all framed in the
alternative, to one
another. The first claim
[24]
,
is a claim founded in contract, based on a breach of a duty of
reasonableness and good faith allegedly owed in terms of the
subscription
agreement, alternatively a common law duty of good
faith. The respondents aver that the applicant breached these
duties by
imposing a condition of ‘consent’, in
connection with the
transaction
which caused the first respondent to dispose of its shares at a
discounted rate.
[15]
The
second claim
[25]
, is a claim
in delict based on an alleged grossly negligent and fraudulent
material misrepresentation by the applicant, in that
the
transaction
was conditional upon the applicant’s consent. The third
claim
[26]
, is also a claim in
delict, this is couched in the form of a pure economic loss claim,
suffered by first respondent as a result
of applicant’s averred
breach of a duty to not engage in conduct that diminished or reduced
the value of the respondents
proprietary interest in their
shareholding in and to the applicant.
[16]
The
final claim
[27]
, is a
statutory claim based on an allegation that the applicant engaged in
‘fronting’ which amounted to conduct, alternatively
the
conducting of the applicant’s business in a manner that is
oppressive or unfairly prejudicial to, or that unfairly disregards
the interests of the first respondent in terms of section 163(1)(a)
and (b) of the Companies Act
[28]
,
or which amounted to unfair discrimination on the basis of race as
contemplated in section 7 of the Promotion of Equality and
the
Prevention of Unfair Discrimination Act.
[29]
[17]
The
applicant raises a shield that the institution of the current action
by the respondents is unlawful because it breaches the
respondents’
agreement not to sue, alternatively the respondents’ agreement
to resolve their disputes by means of private
arbitration. The
applicant contends for the position that the current action must be
withdrawn because the respondents are
bound by the provisions of the
consent agreement not to institute legal proceedings against the
applicant, in which they seek to
use or rely on the
transaction
or any part of it. The applicant takes the view that the
consent agreement amounts in essence to a contractual undertaking
not
to institute an action. They argue that as the law currently stands,
the subject clause is enforceable and still forms part
of our
law.
[30]
[18]
In
contrast, the respondents take the position that the applicant is
committing an abuse of process by seeking to enforce this clause
in
these discrete application proceedings, rather than by way of a
special dilatory plea to the current pending action.
[19]
In
rebuttal the applicant contends for the following: that their
reliance on the subject clause is a claim for specific performance:
that it seeks to compel the respondents to comply with their
contractual obligation not to sue it: that there is no rule
that specific performance may be enforced only through action
proceedings: that there is no rule that, once one party sues
another based on a contract or arising out of the conclusion of the
contract, the second party’s existing contractual rights
fall
to be somehow abrogated and the fact that the respondents had already
breached their contract by instituting the action, cannot
detract
from the applicant’s entitlement to enforce its contractual
rights by means of motion proceedings.
[20]
Besides,
it was appropriate for the applicant to have raised the provisions of
the subject clause
[31]
, by way
of the application process, rather than as a special plea (which it
has also done, subject to a reservation of its rights),
in the
present application. The applicant elected to proceed with
application proceedings because it believed there would
be no
material disputes of fact and the motion proceedings would result in
a quicker and cheaper means of having its dispute with
the
respondents adjudicated.
[21]
Of
equal importance, the applicant asserts that it has two self-standing
rights which were triggered by the institution of the current
action.
Firstly, the applicant contends that it has the right to hold
the respondents to their agreement
not
to institute legal proceedings wherein they seek to use or rely upon
the
transaction
.
Next,
the position is taken that the applicant has a right to hold the
respondents to their agreement to have their disputes relating
to or
arising out of the subscription agreement referred to private
arbitration.
[22]
It
is alleged that these rights are by their very nature based on the
same factual grounds and have both been breached. The
applicant
argues that it has properly joined its two causes of action, as
alternatives in the present application, in terms of
the court rules
and launched this composite application. The application being
in the interests of justice. Further,
out of an abundance of
caution
and
with the full reservation of its rights, the applicant in any event
filed a special plea and also pleaded over on the merits.
[23]
The
respondents in their counter application submit that because the
applicant has pleaded there is no reason why the application
should
continue to exist separately. Another point raised by the
respondents is that there are now parallel proceedings resulting
in
an unnecessary coverage of material which is irrelevant to the
present application.
[24]
Turning
now for a moment to the subject clause in the consent agreement.
The relevant portions of the subject clause record
as follows:
‘
7.1
Each of Ash Brook and Coral hereby give the following warranties to
Capitec Holdings:
7.1.6
it shall not and shall procure that its related and inter-related
persons (as defined in the Companies Act)
do not:
7.1.6.1
directly or indirectly use or rely on the Transaction (or any part
thereof) or any of the
Transaction Agreements in the Legal
Proceedings or any other legal proceedings related thereto or flowing
therefrom; and/or
7.1.6.2
directly
or indirectly institute any legal proceedings against Capitec
Holdings and/or any of its subsidiaries (as defined in the
Companies
Act), whether as plaintiff, applicant, defendant, respondent or
otherwise, wherein it seeks to use or rely upon on the
Transaction
(or any part thereof)’
[25]
The
applicant argues that the meaning to be attributed to the subject
clause is clear and unambiguous as it entails an agreement
on the
part of the respondents not to use or rely upon the
transaction
as a basis for instituting any legal proceedings against the
applicant. The correct context bears reference and scrutiny.
By way of introduction, in the consent agreement, it is recorded that
the various steps to the
transaction
require the consent or approval of the applicant and the parties to
the
transaction
have requested that the applicant grant to them an indulgence in this
connection. It is further specifically recorded that
these
indulgences are formulated as warranties and that these transaction
warranties are a material representation inducing the
applicant to
enter into the consent agreement.
[26]
The
purpose of the subject clause appears from the text which is to
prevent the respondents from suing the applicant on the basis
of the
transaction
.
On a proper reading of the text, the warranty expressly applies
to any legal proceedings, including any future proceedings.
It
must be borne in mind that the applicant was never the central party
to the
transaction
and the applicant’s consent was merely required in order for
the
transaction
to proceed. The applicant submits that it only gave its consent
on the basis that it did not risk being sued for its involvement
in
the
transaction
.
[27]
It
seems to me (taking into account the manner in which the respondents’
claims are currently formulated), that the golden
thread that runs
through these claims is the core allegation that during the
negotiations leading up to the
transaction
,
the applicant in some manner misrepresented the nature of the rights
in terms of the subscription agreement. This in turn,
caused
the respondents’ to suffer a loss. Each of these claims
seek to use or rely upon the
transaction
.
[28]
The
respondents in turn argue that this is not the case. They argue
that the current action is buttressed upon the applicant’s
conduct in the ‘Fund’ application. The respondents
say that this is how they first became aware of the misrepresentation
that the applicant is alleged to have made about its understanding of
the impact of the restrictive selling conditions.
This
proposition is elaborated upon in the context of the respondents’
counter- application, to which I now turn.
[29]
The
respondents seek an order in the following terms: that the subject
clause of the consent agreement be held not apply to the
current
action and that, the subject clause in the consent agreement is
contrary and unenforceable to public policy, alternatively
is
inconsistent with section 34 of the Constitution.
[30]
The
public policy argument is based on the premise that the respondents
would not have constitutionally waived their rights of access
to
court and that accordingly public policy factors weigh against
enforcing the subject clause in the consent agreement in these
particular circumstances. I am not persuaded that the concept
of a waiver is relevant and I am also not persuaded that the
subject
clause is inconsistent with public policy in these circumstances.
[31]
I say
this because a waiver of rights in this connection formed the subject
of scrutiny in
Lufuno
.
[32]
This in the context of arbitration agreements. There was a
judicial assumption that such rights could be waived.
[33]
The court remarked that where parties agree to arbitrate, they
arguably do not so much waive their rights, but simply agree
not to
exercise them.
[34]
[32]
Another
aspect to consider is that it seems common cause on the facts that
the respondents having been fully informed, elected voluntarily
to
consent to the terms of the subject clause. This brings me to
the core issue in this matter namely the ‘
pacta
sunt servanda’
principle.
[33]
For
this enquiry, I need to, inter alia, consider the facts and
circumstances leading up to and the signing of the consent agreement.
These
are: that the respondents were legally represented: that
the respondents were also represented by experienced
business
people: that the respondents acknowledged that by entering into
the consent agreement they had been free to secure
independent
advice: that the respondents obtained independent professional
advice to the cost of spending over R6 million
and most
significantly, each of the respondents recorded that they fully
understood their respective rights and obligations
under the
consent agreement and that the provisions of this agreement were fair
and reasonable and in accordance with their commercial
intentions.
[34]
It
seems clear to me that this is a case where the respondents all
agreed and accepted expressly that they understood what they
were
agreeing to in the consent agreement. The correct position in
our law on this score has been recently clearly re-stated
in
Beadica
.
[35]
In short, in establishing whether a clause should be enforced
includes a consideration of whether the parties negotiated
with equal
bargaining power and whether they understood what they were agreeing
to. In this matter, it is clear that the
parties were possessed
of equal bargaining power and they must have understood what they
were agreeing to. The consent agreement
was after all, at their
request.
[35]
The
facts demonstrate that the respondents chose voluntarily to consent
to the terms of the subject clause. This brings me
to the
public policy arguments and debate. Public policy in this
context, falls to be constitutionally infused. This
means that
a court may refuse to enforce certain contractual terms of an
agreement where that term itself, alternatively, the enforcement
thereof, would be contrary to public policy.
[36]
In
Barkhuizen,
[37]
this was categorized as a measured balancing exercise.
[36]
This
refusal by a court must, for obvious reasons, be used sparingly.
In general public policy dictates that parties should
be bound by
their contractual obligations embodied in a contract. This,
especially where the contract was entered into freely
and
voluntarily. The respondents in this case attract the onus of
exhibiting that the subject clause was and is against public
policy.
[38]
The subject
clause was agreed to for specific reason and purpose. The applicant
was concerned that if it took part in the
transaction
it
would lead to further possible exposure and litigation by the
respondents. At the same time, the applicant did not want
to
frustrate the
transaction
.
This was because the applicant was not a direct party.
[37]
The
only ‘interest’ that the applicant had in the
transaction
was in relation to its transformation threshold. This is
precisely why the applicant’s consent was required.
The
transaction was not at the instance of the applicant and the
applicant stood nothing to gain from the transaction.
[38]
Besides,
the subject clause does not prohibit the respondents from litigating
against the applicant for any breach of the consent
agreement. If
it were so, this would clearly be in violation of public policy
considerations. The subject clause, in
my view, is very limited
and specific. The terms of the subject clause prevent the
respondents from relying on the
transaction
in
order to litigate against the applicant.
[39]
The
respondents argue that if the terms of the subject clause are
enforced, then in this event, it would in effect amount to a
violation of their constitutionally enshrined rights.
[39]
To counter this argument, the applicant contends for the
position that their argument is against the enforcement of the
clause, not its validity. The argument is that the respondents
voluntarily relinquished their rights which are very limited
in
scope. This, after having obtained legal advice before entering
into the framework agreement and the consent agreement.
The
respondents themselves, at the time, considered the terms of the
subject clause to be fair and reasonable in the circumstances.
[40]
The
respondents freely surrendered certain limited rights in return for
the applicant’s consent to the
transaction
as embodied in the suite of agreements. Further, at the time of
concluding the
transaction
the
respondents themselves considered these rights to be fair and
reasonable, which they in turn waived freely and voluntarily.
Under these particular circumstances, in my view, the public
policy argument falls to be somewhat diluted.
[41]
Further,
the respondents’ case is that it would be unfair to enforce the
subject clause for the following reasons: that
they claim that
their transformation status as threshold shareholders is relevant:
that the applicant owed to them a duty
to protect the value of their
shares and they claim that they had no commercial power to prevent
the applicant’s abuse of
certain of the terms of the
subscription agreement. These arguments bear scrutiny.
[42]
In
Beadica
,
it was effectively held that no unique rules apply to contracts
designed to promote transformation and empowerment. The
core
reasoning was that any special rules would undermine section 9(2)
[40]
and so would:-
‘
deter other parties
from electing to contract with beneficiaries…or force
beneficiaries to offset the increased risk by making
concessions on
other contractual aspects during contract negotiations
’
[41]
[43]
Besides,
the applicant did not owe the respondents any contractual or general
duty to protect the value of their shares in these
peculiar
circumstances. There is no such general duty in law, and also no
contractual duty. It must also be borne in mind
that in this
matter the respondents were clearly possessed of equal bargaining
power and the playing fields were level when the
consent agreement
was negotiated and concluded. The respondents warranted that
they understood the terms of the consent agreement
and they accepted
the
transaction
to
be reasonable and fair. The first respondent desired to enter
into the
transaction
so
as to settle a tax liability of its own making. The first
respondent elected to enter into the said share sale.
[44]
In
essence, the applicant seeks an order for specific performance. The
respondents contend for a difference between a withdrawal
and a
dismissal of the current action proceedings at their instance.
This is clearly a matter of judicial discretion.
This
discretion must be exercised judicially and must not produce an
unjust result. Specific performance by the respondents
is
possible in that they could simply file a notice withdrawing the
action against the applicant.
[42]
[45]
By
contrast, if the court did not grant specific performance, it could
be argued that this result would be unjust, against public
policy and
unduly harsh. I say this because in the consent agreement the
respondents specifically agreed to not institute
legal proceedings
against the applicant wherein they sought reliance upon the
transaction
.
When they did this it was with the full awareness of their rights and
after obtaining independent legal advice. In
my view, the
respondents are in breach of the terms of the subject clause of the
consent agreement by pursuing the action proceedings
as currently
formulated against the applicant. Further, taking into account
the circumstances of this matter, neither the
agreement not to sue,
nor the enforcement thereof, violates against public policy.
[46]
I say
this further because it is now settled law that contractual
interpretation is an objective process of attributing meaning
to the
words used in a document recited in the context of the document as a
whole and having regard to the apparent purpose of
those words.
[43]
Put in another way, if all references to the
transaction
were omitted from the respondents’ particulars of claim, as
currently formulated, the respondents would have no cause of
action.
[47]
In the
result , in my view the respondents fall to be ordered to withdraw
their current action against the applicant. It goes
without
saying that I accordingly need not deal with the alternative claim
and counter-applications in connection with the referral
of any
disputes between the parties to the process of private arbitration.
The subscription agreement
[44]
,
provides that any costs awarded in a dispute in connection with or
arising from the agreements will be recoverable on an attorney
and
client scale. Further, the employment of at least two counsel
in the circumstances was reasonable because of the range
of questions
of law raised in these proceedings.
[48]
The
following order is granted: -
1.
That
the respondents are hereby ordered to withdraw the action instituted
by them in this court against the applicant (on or about
the 19
th
June 2020, under case reference number 7532/2020), within (10) court
days of date of this order.
2.
That
the respondents’ counter-applications are dismissed.
3.
That
the respondents, jointly and severally, the one paying the other to
be absolved, are ordered to pay the applicant’s costs
(including the costs of (2) counsel, where so employed) of and
incidental to this application, and the counter-applications on
the
scale as between attorney and client, as taxed or agreed.
E D WILLE
(Judge
of the High Court)
[1]
The
action proceedings pending in this court - the ‘action’
[2]
The
‘BEE’ consortium
[3]
This
transaction was concluded during 2017
[4]
The
counter-applications
[5]
In
terms
section 6
of the
Arbitration Act 42 of 1965
[6]
The
‘IDC’
[7]
Broad-Based
Black Economic Empowerment Act 53 of 2003
[8]
The
Subscription
of Shares and Shareholders Agreement
[9]
During
2012
[10]
The
Public
Investment Corporation
[11]
The
Constitution of the Republic of South Africa, 1996
[12]
The
‘2016’ action
[13]
Petratouch
[14]
The
‘transaction’
[15]
The
‘framework’ agreement’
[16]
The
‘consent’ agreement
[17]
Clause
21.2
[18]
Including
some of the other agreements to the suite
[19]
The
‘Transnet Second Defined Benefit Fund’ – the
‘Fund’
[20]
Regiments
[21]
The
‘settlement’ agreement
[22]
Clause
8.3
[23]
Including the ‘Fund’
[24]
Claim
‘A’
[25]
Claim
‘B’
[26]
Claim
‘C’
[27]
Claim
‘D’
[28]
The
Companies Act 71 of 2008
[29]
Act
4 of 2000
[30]
Tuning
Fork (Pty) Ltd t/a Balanced Audio v Greeff and another
2014
(4) SA 521
(WCC) para 43 (iv) and 75
[31]
The clause in the consent
agreement not to sue
[32]
Lufuno
Mphaphuli & Associates (Pty) Ltd v Andrews and Another
2009
(4) SA 529
(CC) para 199-218
[33]
Lufuno
para 80
[34]
Lufuno
para
216
[35]
Beadica
231 CC and Others v Trustees for the time being of the Oregon Trust
and Others
2020 (5) SA 247
(CC)
[36]
Beadica
para
80
[37]
Barkhuizen
v Napier
[2007] ZACC 5
;
2007
(5) SA 323
(CC) para 70
[38]
Barkhuizen
para 58
[39]
In
terms of section 34 of the Constitution
[40]
The
Constitution of the Republic of South Africa, 1996
[41]
Beadica
para
101
[42]
Rayden
v Hurwitz
1932
CPD 336
[43]
Natal
Joint Municipal Pension Fund v Endumeni Municipality
2012 (4) SA 593
(SCA) para 18
[44]
Clause
14.2 as ‘correctly’interpreted.