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[2012] ZASCA 113
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The Wilds Home Owners Association and Others v Van Eeden and Others (780/11) [2012] ZASCA 113 (13 September 2012)
THE SUPREME COURT OF APPEAL OF
SOUTH AFRICA
JUDGMENT
Case No: 780/11
Not reportable
In the matter between:
THE
WILDS HOME OWNERS ASSOCIATION
......................................
FIRST
APPELLANT
RUDI
BOSHOFF
................................................................................
SECOND
APPELLANT
ADRIANUS
LUKAS FAURE
..................................................................
THIRD
APPELLANT
DEON
VAN AARDE
...........................................................................
FOURTH
APPELLANT
HARRIS
KAPLAN
...................................................................................
FIFTH
APPELLANT
P
J J VAN VUUREN BELEGGINGS (PTY) LTD
....................................
SIXTH
APPELLANT
and
FRANCOIS
JOHANNES VAN EEDEN
...............................................
FIRST
RESPONDENT
WERNER
HERBST
........................................................................
SECOND
RESPONDENT
HENCO
BOTES
..................................................................................
THIRD
RESPONDENT
GERHARD
SWART
........................................................................
FOURTH
RESPONDENT
PIERRE
ROUX
....................................................................................
FIFTH
RESPONDENT
EVERT
BRUWER
................................................................................
SIXTH
RESPONDENT
ANDRÉ
BARNARD
......................................................................
SEVENTH
RESPONDENT
PIET
LOUW
.....................................................................................
EIGHTH
RESPONDENT
HERMAN
STASSEN
...........................................................................
NINTH
RESPONDENT
KOOS
PIETERSEN
...........................................................................
TENTH
RESPONDENT
MIDCITY
PROPERTY SERVICES (PTY) LTD
...........................
ELEVENTH
RESPONDENT
DIASTOLEUS
PROFESSIO INC
..................................................
TWELFTH
RESPONDENT
WOODHILL
COLLEGE (PTY) LTD
........................................
THIRTEENTH
RESPONDENT
HENDRINA
AUDETTE KOEKEMOER
.................................
FOURTEENTH
RESPONDENT
WYBRAND
ANDREAS LODEWICUS DU TOIT
.......................
FIFTEENTH
RESPONDENT
Neutral citation:
The Wilds Home Owners
Association v Van Eeden
(780/11)
[2012] ZASCA 113
(13 September 2012).
Coram:
Navsa, Cloete, Mhlantla JJA, Southwood and
Erasmus AJJA
Heard:
21 August 2012
Delivered:
13 September 2012
Summary: Company law ─ s 252 of the
Companies Act 61 of 1973.
______________________________________________________________
ORDER
______________________________________________________________
On appeal from:
North Gauteng High Court,
Pretoria (Murphy J sitting as
court of first instance):
1. The appeal is allowed to the extent set out in para
2.
2. Paragraphs 1, 2, 3, 5 and 9 of the order of the court
a quo are deleted and the following paragraphs are substituted
therefor:
‘
1. The
board of directors of the first applicant is directed to instruct the
auditors to perform a forensic audit of the financial
affairs of the
first applicant from its inception, in accordance with the forensic
audit scope attached to Annexure “RB21”
to the founding
affidavit ─ save that paras 1B to F and H shall be omitted
unless the extraordinary general meeting, convened
in terms of para 2
or 4 of this order, shall resolve to incorporate any or all of those
paragraphs; and to report its findings
to the members of the company
at an extraordinary general meeting called for this express purpose.
2. The board of directors of the
first applicant is ordered to convene an extraordinary general
meeting within 60 days of this order
for the purpose of considering
and voting by special resolution upon the following proposed
amendments to the articles of association,
and any additional
amendments to articles 10.4 and 11.1 to allow for the election of new
directors:
(a) By the deletion of the
following words in article 10.1:
‘
Until
such time that the last erf is sold and transferred, the Developer
shall have the right to elect the majority of directors
.
’
(b) By the substitution in
article 10.4 of the phrase ‘article 23.1.1’ for the
phrase ‘article 23.1.4’.
(c) By the deletion of the
following words in article 10.4:
‘
. . .
and the Developer shall until such time that the last erf on the land
is sold and transferred, have the right to elect the
majority of
directors.’
(d) By the deletion of the
following proviso in article 15.3:
‘
. . .
provided that, during the development period the presence of at least
3 (three) nominees of the developer shall be necessary
at all
meetings of directors in order to form a quorum.’
(e) By the deletion in article
23.2 of the phrase:
‘
. . .
unless specifically permitted otherwise by the chairman . . .’
(f) By the deletion in the
definitions section of the developer’s rights ‘to decide
who shall have any right to or interest
in any part of the scheme and
to determine the nature of such rights.’
3. The Pretoria Society of
Advocates is requested to appoint an independent advocate to serve as
chairperson at the extraordinary
general meeting, who will be
permitted to charge the first applicant a reasonable fee for his or
her services.
5. Article 23.1.4 of the
articles of association of the first applicant is hereby suspended
for the duration of the extraordinary
general meeting convened in
terms of either paragraph 2 or 4 of this order, and the sixth
applicant shall not enjoy a veto right
with regard to any decision
taken in respect of any amendment and/or addition to or deletion from
the articles of association of
the first applicant as envisaged in
para 2 of this order, or in respect of the election of any director,
or in respect of any decision
to extend the scope of the forensic
audit as envisaged in para 1 of this order.
9. The first applicant is
interdicted from making payment to the second and third applicants of
any fee for services rendered in
respect of any litigation between
the parties, unless and until such payments are approved by a general
meeting.’
3. The second to sixth applicants are ordered to pay the
respondents’ costs jointly and severally.
______________________________________________________________
JUDGMENT
______________________________________________________________
CLOETE JA (NAVSA, MHLANTLA JJA, SOUTHWOOD AND ERASMUS
AJA CONCURRING):
[1] The court a quo (Murphy J in the North Gauteng High
Court) granted the respondents relief primarily in terms of the
provisions
of s 252 of the Companies Act 61 of 1973. It is not
necessary (save to the limited extent set out below) to discuss the
provisions
contained in the section, because this appeal does not
turn on a question of law; nor is it necessary to rehearse the
prolonged
history of the matter, because there is no significant
dispute in regard to the findings of fact made by the court a quo in
its
detailed and motivated 138-page judgment.
[2] I accordingly intend dealing directly with the four
issues argued on behalf of the appellants. First, the appellants’
counsel submitted that either the broad scope of the audit of the
financial affairs of the Home Owners Association (HOA), ordered
by
the court a quo in para 1 of its order, should be limited to the
essential dispute between the parties as envisaged in paras
1A and G
of the Forensic Audit Scope forming part of annexure RB21 to the
founding affidavit and commencing at p 132 of the appeal
record; or,
preferably, that the scope of the audit should be determined by the
extraordinary general meeting of the HOA for which
provision is made
in para 2 and following of the order of the court a quo. The
respondents’ counsel sought to defend para
1 of the order of
the court a quo in the terms it was made, ie including all of the
sub-paragraphs of para 1 of the Forensic Audit
Scope. The essential
dispute to which I have referred is the set-off of levies owing by
the developer (the sixth appellant) to
the HOA against landscaping
expenses incurred by the developer. In my view, para 1 of the order
of the court a quo should be limited
as suggested by the appellants’
counsel; but the extraordinary general meeting should have the option
to extend the scope
of the audit. My reasons follow.
[3] An extraordinary general meeting was held following
the order made by Sapire AJ on 11 September 2009. Before the meeting
the
chairman of the HOA sent out an ‘e-newsletter’ to the
members that contained the following paragraph:
‘
Forensic
Audit
One of the main points raised
that makes everyone’s hair stand up is to call for a forensic
audit. To speak is cheap. At this
stage the estimated costs starts at
R180,000.00 for a initial inspection report. If it needs to be
further investigated it will
amount to more than a R1,000,000.00. The
board of directors do not have a problem with a forensic audit and if
any member wants
to have it done they can pay for it themselves. Why
must the HOA pay for something that is costing the members money. To
do a forensic
report will not resolve the disputes that was raised by
Frans [van Eeden, the first respondent] as the Auditors can only
audit
the books and not give a legal opinion.’
At the meeting, held on 28 October 2009, the following
resolution was considered:
‘
The
appointment of Price Waterhouse Coopers Incorporated as auditors, and
to perform a forensic audit on the financials of The Wilds
HOA from
inception of The Wilds HOA, as per recommendation of the Financial
Committee.’
A total of 374 members voted in favour of the resolution
and the developer used his 215 votes to vote against it. The
resolution
was accordingly adopted. The directors of the HOA,
however, failed to implement the resolution and that was one of the
facts which
prompted the court a quo to give the order which it did.
[4] It seems to me essential that an audit be conducted
as envisaged in paras 1A and G of the Forensic Audit Scope because I
cannot
conceive how the parties concerned could go forward without
this information. It has been the source of all of the problems that
have arisen over a number of years between the board of the HOA, the
developer and a significant number of members of the HOA.
I therefore
believe that a limited order by the court under s 252 would have
been appropriate.
[5] On the other hand, the remainder of the audit scope
is not directly relevant to the essential dispute and appears to be
largely
of historical significance only, eg:
‘
B.)
Investigate the legality of Board meetings and minutes of the
meetings . . .
C.) Investigate the alleged
unauthorized actions (outside of their roles and responsibilities) of
the four directors appointed by
the Developer from date of inception
and investigate unauthorized payments made to these Directors of the
HOA ie R500 per meeting.
D.) Investigate the procedural
irregularities of the XGM held on 8 December 2007 . . .
E.) Confirmation and
verification of title deeds of properties that belong to the HOA ie
all gatehouses/clubhouses etc.
F.) Investigate the managing
agents’ (Midcity) performance in managing the accounts of The
Wilds HOA in terms of their areas
of responsibility . . . .’
(I
pause to remark that the managing agents have long since been
replaced.)
In addition, the costs of the audit will be considerably
increased if its scope is extended ─ particularly if it were to
include:
‘
H.)
Provide on-going civil and criminal litigation support services in
respect of any action instituted by the Directors-in-Exile.’
[6] It is the HOA and therefore, ultimately, the members
that will have to pay the costs of the audit. The respondents’
counsel
has been instructed that his clients are confident of
obtaining the 75 per cent majority necessary to amend the articles of
the
HOA at the extraordinary general meeting. It is therefore likely
that there will be more members represented at that meeting than
the
374 (excluding the developer) that voted at the extraordinary general
meeting held on 28 October 2009. Furthermore, the developer
has
subsequent to the meeting sold a number of stands, so the interests
of members who were not members when the previous general
meeting was
held could also be represented. The cost estimate by the chairman in
his e-newsletter sent almost three years ago will
undoubtedly have
increased. A more accurate and current estimate of costs could and no
doubt will be prepared by the auditors and
presented at the meeting.
[7] It is for these reasons that it seems to me
essential that at the very least a limited forensic audit take place
to facilitate
the resolution of the essential dispute between the
parties; but desirable that it be left to the general meeting to take
an informed
decision whether or not to extend the scope of the audit,
bearing in mind the cost implications and the current relevance of
matters
that are not directly relevant to the essential dispute.
[8] The second issue relates to the control the
developer has over the HOA that is entrenched in two of the articles
of association
of the HOA, namely:
‘
10.
DIRECTORS
10.1 There shall be a board of
directors of the association which shall consist of not less than 2
(two) and not more than 7 (seven)
directors. Until such time that the
last erf is sold and transferred, the Developer shall have the right
to elect the majority
of directors.
. . .
10.4 Any other directors to be
appointed to office shall be elected by the members in general
meeting, the developer being entitled
in voting on the election of
such directors, to exercise the voting rights conferred upon it by
article 23.1.4. The first directors
shall on registration of the
association be appointed by the developer and the Developer shall
until such time that the last erf
on the land is sold and
transferred, have the right to elect the majority of directors.’
‘
23.
VOTING
23.1 Subject to clause 23.1.4
below, at every general meeting
23.1.1 every member (including
the developer) present in person or by proxy and entitled to vote
shall have one vote for each erf
or unit registered in his name;
. . .
23.1.4 The Developer shall apart
from the voting rights conferred upon it (See Article 23.1.1
hereabove) – until such time
that the last erf on the land is
sold and transferred, have a veto right with regard to any matter
contained in this document (and/or
the rules of the association) or
with regard to any other matter requiring a vote or decision to be
taken in respect of any amendment
and/or addition to the rules or to
the Memorandum and Articles of Association of the Company.’
[9] The court a quo in its order directed:
(a) In paragraph 2, that an extraordinary general
meeting be convened for the purpose of considering and voting by
special resolution
‘upon the proposed amendment to the Articles
of Association contained in Resolution 1 in Annexure “RB21”
to the
founding affidavit, and any additional amendments to Articles
10.4 and 11.1 to allow for the election of new directors’;
(b) In paragraph 4, that the respondents would be
entitled to convene the meeting, should the HOA fail to do so;
(c) In paragraph 5, that article 23.1.4 of the articles
would be suspended for the duration of the extraordinary general
meeting,
and that the developer would not enjoy a veto right with
regard to any decision taken in respect of any amendment and/or
addition
to or deletion from the articles of association of the HOA
or in respect of the election of any director at such extraordinary
general meeting; and
(d) In paragraph 6, that any amendments as contemplated
in paragraph 2 of the order should not be altered, added to or
amended in
any way whatsoever for a period of three years from the
date of the extraordinary general meeting without the leave of the
court.
[10] The proposed amendments contained in resolution 1
in annexure RB21 to the founding affidavit, which is at page 124 and
following
of the appeal record, envisaged in particular the removal
of the developer’s rights to appoint a majority of directors
and
to veto directors elected by the members (in terms of article 10)
and the removal of the developer’s veto (in respect of article
23.1.4).
[11] The appellants’ counsel took no issue with
the removal of the developer’s right to appoint a majority of
directors
being on the agenda of the general meeting. He also
interpreted the veto right contained in article 23.1.4 as applying to
decisions
made by a general meeting, and not to decisions of the
directors. That being so, the agenda for the extraordinary general
meeting
should refer to the following proposed amendments to the
articles of association:
(a) By the deletion of the following words in article
10.1:
‘
Until
such time that the last erf is sold and transferred, the Developer
shall have the right to elect the majority of directors.’
(b) By the substitution in article 10.4 of the phrase
‘article 23.1.1’ for the phrase ‘article 23.1.4’.
(c) By the deletion of the following words in article
10.4:
‘
. . .
and the Developer shall until such time that the last erf on the land
is sold and transferred, have the right to elect the
majority of
directors.’
(d) By the deletion of the following proviso in article
15.3:
‘
. . .
provided that, during the development period the presence of at least
3 (three) nominees of the developer shall be necessary
at all
meetings of directors in order to form a quorum.’
No argument was addressed in regard to proposed
resolutions 1.6 and 1.9 and I see no reason why those resolutions
should not remain
on the agenda.
[12] The appellants’ counsel, having taken
instructions, gave a formal undertaking in court that at the
extraordinary general
meeting ordered by the court a quo the
developer would not exercise its veto right in respect of the
deletion of its right to appoint
a majority of directors. A further
undertaking was given in respect of the forensic audit, but I am not
certain whether the undertaking
covered only a limited forensic
audit; or whether it also covered a decision by the meeting to extend
the scope of the audit should
this court order a limited audit but
permit the meeting to extend its scope. I am also not sure whether
the undertaking extended
to a decision by the meeting to delete the
veto right that the developer may have in respect of directors voted
in by a general
meeting. I shall attempt to eliminate any uncertainty
in the order that will be made by this court.
[13] The question that remains under the second issue is
whether the general meeting should be entitled to amend the articles
of
the HOA to remove the developer’s veto right in terms of
article 23.1.4. I do not consider that this should be allowed, for
the reasons which follow.
[14] By purchasing property in the development the
members of the HOA became bound by its articles of association. Those
articles
contain a veto right in respect of resolutions taken at a
general meeting. That is the bargain to which the members assented.
There
is no evidence that the veto right has thus far been used at
all, much less in a prejudicial, unjust or inequitable manner (as
envisaged in s 252 of the Act and
s 163
of the
Companies
Act 71 of 2008
) or in a manner that unfairly disregards the interests
of the members (as envisaged in
s 163
of the latter Act). If it
is, the members would then have to bring themselves within s 163.
That is a fight for another day,
and hopefully that day will never
eventuate. But if the developer’s veto right is removed, it has
no subsequent redress;
and the veto right was obviously inserted for
its protection, bearing in mind the enormous capital outlay and its
continued exposure
in the ongoing development. It must be remembered
that only phase 1 of the development has been completed; phase 2 is
already contemplated;
and the development can consist ultimately not
merely of Pretorius Park Extensions 13, 14, 15, 16, 17, 18, 19 and 20
Registration
Division JR, Gauteng, but (in terms of the definition of
‘Development Plan’ in the articles) can include ‘any
further Extensions that may be added, which shall eventually fall
into the Security Township to be known as “The Wilds”.’
In short, this court simply does not know to what extent the removal
of the developer’s veto right might prejudice it; and
it cannot
be said that it has been exercised in such a way that consideration
should be given to its removal under s 252 or
s 163 ─
the problem has been with the board of directors, and that problem
can be resolved. For both of these reasons
I consider that (save in
regard to article 10.4) it should not be open to the extraordinary
general meeting to amend the articles
of the HOA by special
resolution so as to remove the developer’s veto permanently.
[15] Counsel for the appellants submitted that para 6 of
the order, which imposes a three year prohibition on alteration,
addition
or amendment to the articles amended at the general meeting,
was
per incuriam
, in
as much as any amendments at the general meeting will be made by
special resolution of the members and not by the court; and
it is the
court that must make the amendment. I do not read s 252 this
narrowly. Sub-section (3) empowers a court to ‘make
such order
as it thinks fit . . . for regulating the future conduct of the
company’s affairs’. Sub-section (4) begins:
‘
Where
an order under this section makes any alteration or addition to the .
. . articles of a company ─
(a)
the
alteration or addition shall, subject to the provisions of paragraph
(b)
,
have effect as if it had been duly made by special resolution of the
company . . . .’
Sub-section 5
(a)
reads:
‘
A copy
of any order made under this section which alters or adds to or
grants leave to alter or add to the memorandum or articles
of a
company shall, within one month after the making thereof, be lodged
by the company in the form prescribed with the Registrar
for
registration.’
It seems to me that where the court empowers a general
meeting to amend articles and it does so, the court order ‘grants
leave
to alter . . . the . . . articles of’ the company as
envisaged in sub-section (5)
(a)
;
and as the decision of the general meeting is with the authority of
the court, the court order indirectly ‘makes any alteration
. .
. to the . . . articles of a company’ as envisaged in
sub-section (4), which itself goes on to provide that:
‘
(b)
the
company shall, notwithstanding anything contained in this Act, have
no power, save as otherwise provided in the order, to make
any
alteration in or addition to its memorandum or articles which is
inconsistent with the order, except with the leave of the
Court.’
[16] The third issue relates to the interdict which was
granted in para 9 of the order of the court a quo, in the following
terms:
‘
The
first applicant is interdicted from making any payment to any current
or former director of the first applicant of any fee for
services
rendered in respect of any litigation between the parties, unless and
until such payments are approved by the general
meeting.’
The reference to ‘the general meeting’ must
be read as a reference to any general meeting, and not limited to the
general
meeting ordered by the court. The submission on behalf of the
appellants was that as there was no reasonable apprehension of harm,
the interdict should not have been granted. I must disagree. The
board of the HOA met on 22 January 2010 and took the following
resolution:
‘
11.
Authorization of invoices for Rudi & Arrie
During the court case time were
spent by Mr Boshoff [the second appellant] and Mr Faure [the third
appellant] on behalf of the HOA
with the lawyers and council [sc.
counsel]. They have issued invoices for the time spent in this
regard. It was noted by the board
that the invoices were approved at
a previous meeting with the instruction: “do not pay yet”.
They now request payment
of the said invoices. The board discusses
the payment.
It is resolved that:
a. The Mr.’s Boshoff and
Faure are requested to supply proof by their auditors of what their
time is worth in order to support
the invoice as provided.
b. After receipt of the above
the matter should be reconsidered.’
The matter was not resolved and the board could have
decided to make the payment on receipt of advice from the auditors ─
which it was not entitled to do because the claim was not for costs,
losses or expenses (as envisaged in article 28.2) but, as the
court a
quo correctly found, remuneration; and article 13.2 requires the
approval of a general meeting. Paragraph 9 of the court’s
order
does, however, require amendment: although this was not raised on
appeal, it is too wide and should be altered to refer to
the second
and third appellants only.
[17] The final issue is costs. So far as the costs in
the court a quo are concerned, the appellants’ counsel asked
that the
directors be excluded and that the developer alone be
ordered to pay the respondents’ costs. But the directors were
obstructive
and associated themselves with the interests of the
developer both before and during the protracted litigation. In
addition, specific
relief ─ the interdict referred to in the
preceding paragraph of this judgment ─ was sought and obtained
against two
of them. The court a quo exercised a narrow discretion in
making the costs order which it did, and as it did not misdirect
itself,
there is no basis for this court to interfere.
[18] So far as the costs of appeal are concerned, the
appellants have achieved a measure of success. They have rescued the
developer’s
veto over decisions at a general meeting. They have
also had the ambit of the forensic audit severally curtailed. But the
respondents
have retained the right to have the developer’s
control over the board considered at a general meeting ─ and
this was
primarily responsible for the litigation in this and
previous matters ─ and the developer will be precluded from
exercising
its veto to prevent this. They have also successfully
resisted the challenge to the three-year period imposed by the court
a quo
preventing further amendments should the general meeting decide
to remove the developer’s powers of appointment of directors
and the developer’s rights to veto directors elected by the
members. In addition, the respondents have obtained the right
for the
members in general meeting to widen the scope of the forensic audit,
so the appellants’ partial success in this regard
may be
reversed in whole or in part. Furthermore, the interdict in respect
of two of the directors has remained in place. The directors
again
made common cause with the developer on appeal, so I see no reason
for differentiating between them and the developer. For
all of these
reasons I do not consider that such success as the second to sixth
appellants achieved on appeal can be regarded as
substantial success.
[19] Before making the appropriate order, I should
mention that I intend amending para 3 of the order of the court a quo
to substitute
the word ‘requested’ for the word
‘directed’ as the Pretoria Society of Advocates is
neither a party to
this litigation nor part of the administration of
the courts; and while I have no doubt that it will co-operate, it is
not amenable
to an order directing it to do anything.
[20] The following order is made:
1. The appeal is allowed to the extent set out in para
2.
2. Paragraphs 1, 2, 3, 5 and 9 of the order of the court
a quo are deleted and the following paragraphs are substituted
therefor:
‘
1. The
board of directors of the first applicant is directed to instruct the
auditors to perform a forensic audit of the financial
affairs of the
first applicant from its inception, in accordance with the forensic
audit scope attached to Annexure “RB21”
to the founding
affidavit ─ save that paras 1B to F and H shall be omitted
unless the extraordinary general meeting, convened
in terms of para 2
or 4 of this order, shall resolve to incorporate any or all of those
paragraphs; and to report its findings
to the members of the company
at an extraordinary general meeting called for this express purpose.
2. The board of directors of the
first applicant is ordered to convene an extraordinary general
meeting within 60 days of this order
for the purpose of considering
and voting by special resolution upon the following proposed
amendments to the articles of association,
and any additional
amendments to articles 10.4 and 11.1 to allow for the election of new
directors:
(a) By the deletion of the
following words in article 10.1:
‘
Until
such time that the last erf is sold and transferred, the Developer
shall have the right to elect the majority of directors.’
(b) By the substitution in
article 10.4 of the phrase ‘article 23.1.1’ for the
phrase ‘article 23.1.4’.
(c) By the deletion of the
following words in article 10.4:
‘
. . .
and the Developer shall until such time that the last erf on the land
is sold and transferred, have the right to elect the
majority of
directors.’
(d) By the deletion of the
following proviso in article 15.3:
‘
. . .
provided that, during the development period the presence of at least
3 (three) nominees of the developer shall be necessary
at all
meetings of directors in order to form a quorum.’
(e) By the deletion in article
23.2 of the phrase:
‘
. . .
unless specifically permitted otherwise by the chairman . . .’
(f) By the deletion in the
definitions section of the developer’s rights ‘to decide
who shall have any right to or interest
in any part of the scheme and
to determine the nature of such rights’.
3. The Pretoria Society of
Advocates is requested to appoint an independent advocate to serve as
chairperson at the extraordinary
general meeting, who will be
permitted to charge the first applicant a reasonable fee for his or
her services.
5. Article 23.1.4 of the
articles of association of the first applicant is hereby suspended
for the duration of the extraordinary
general meeting convened in
terms of either paragraph 2 or 4 of this order, and the sixth
applicant shall not enjoy a veto right
with regard to any decision
taken in respect of any amendment and/or addition to or deletion from
the articles of association of
the first applicant as envisaged in
para 2 of this order, or in respect of the election of any director,
or in respect of any decision
to extend the scope of the forensic
audit as envisaged in para 1 of this order.
9. The first applicant is
interdicted from making payment to the second and third applicants of
any fee for services rendered in
respect of any litigation between
the parties, unless and until such payments are approved by a general
meeting.’
3. The second to sixth applicants are ordered to pay the
respondents’ costs jointly and severally.
_______________
T D CLOETE
JUDGE OF APPEAL
APPEARANCES:
For Appellant: N G D Maritz SC
Instructed by:
Geldenhuys & Meyer
c/o Rorich Wolmarans & Luderitz, Pretoria
Symington & De Kok, Bloemfontein
For 1st to 9th Respondent: R du Plessis SC
Instructed by:
Burt Meaden Attorneys
c/o Romanos Attorneys, Pretoria
Honey Attorneys, Bloemfontein