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[2017] ZAGPPHC 911
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Romador 162 (Pty) Ltd v Equitelecomms (Pty) Ltd and Others (22941/17) [2017] ZAGPPHC 911 (31 March 2017)
IN
THE HIGH COURT OF SOUTH AFRICA
GAUTENG
DIVISION, PRETORIA
Case
Number: 22941/17
NOT
REPORTABLE
NOT
OF INTEREST TO OTHER JUDGES
REVISED
In
the matter between:
ROMADOR
162 (PTY)
LTD APPLICANT
and
EQUITELECOMMS
(PTY)
LTD 1st
RESPONDENT
JOHANNES
CHRISTIAN
VANWYK 2nd
RESPONDENT
MYRNA-DEE
HALGREEN TELKOM SA SOC LTD 3rd
RESPONDENT
FIRST
NATIONAL
BANK 4th
RESPONDENT
ALL
DEBTORS OF EQUITELECOMMS (PTY) LTD 5th
RESPONDENT
Coram:
HUGHES J
REASONS
HUGHES
J
[1]
I encountered this application in the urgent court on 30 March 2017.
I am of the view that it is prudent in the circumstances to
give
short reasons for my order to strike this matter off the roll for
want of urgency with costs.
[2]
In this application the applicant seeks to attach monies due to be
paid to the first respondent by the fourth and sixth respondent,
alternatively freeze the first respondents account if the payment has
already been effected.
[3]
The applicant, Romador 162 (Pty) Ltd, submits that it purchased
shares in the first respondent, Equitelecomms (Pty) Ltd, on 13
April
2016, from the third respondent, Myrna-Dee Halgreen, the then 100%
shareholder. No purchase of share agreement was handed
up or attached
by the applicant to verify this agreement of purchase of the 100%
shares alleged.
[4]
The certificate issued by the Companies and Intellectual Property
Commission issued out a certificate indicating that the directors
were, as at 09 February 2016, the second respondent and one Gerhardus
Jacobus Van Niekerk. The latter director voluntarily resigned
in
January 2017. As a result the second respondent purchased the balance
of the shares.
[5]
What I have before me is a certificate from the Companies and
Intellectual Property Commission issued out to the second respondent
indicating that he is the 100% shareholder and sole director of the
first respondent. In addition the second respondent also put
up a
share certificate in his name, the purchase and sales agreement of
the shares as well as the proof of payment of the shares.
[6]
The second respondent concedes that the applicant is an investor in
the first respondent and that subsidiary companies of the applicant
undertook to do work for the first respondent. As such, monies were
due to be paid to Laropoint one of these subsidiaries.
[7]
The applicant concluded a loan agreement with the second respondent
wherein it loaned to the second respondent the amount of R2
521 134,
56 to be paid back within 18 months from signature (21
September 2016) which would take it to March 2018. In addition
the
applicant stood surety for the lease agreement which the first
respondent entered into.
[8]
In these circumstances, I am of the view, that the applicant is
merely an interested party and derives its
locus standi
to
litigate as such from its interest that it has in the first
respondent.
[9]
The second respondent submitted that the applicant could not seek the
relief that it sought on an urgent basis as it had as at
28 March
2017 requested from the applicant an invoice in relation to the
payment due to it arising out of the work done by the
subsidiary
Laropoint, amongst others. This invoice would be paid out of the
payment due to be paid by the fourth and sixth respondent.
None was
provided by the applicant instead the applicant moved this
application.
[10]
The applicant argued that the matter was urgent as the funds which
were due would be eroded by the first and second respondent
and as
such the applicant as an interest party and a "shareholder"
would be deprived of what was due to it.
[11]
It is clear to me that under the circumstances set out above there is
no urgency to hear this specific dispute advanced by the
applicant. I
say so for the following reasons:
(a)
As I have pointed out above the applicant to me is not a shareholder
of the first respondent but only an interested party of the
first
respondent;
(b)
There is only one shareholder that being the second respondent if the
applicant seeks to remove the shareholder the first respondent
would
seize to function and exist;
(c)
The second respondent had already sought an invoice on 28 March 2017
to pay the applicant and undertook to do so, the applicant
had failed
to provide same;
(d)
The loan was only due to be paid in March 2018.
[12]
For the reasons I have set out above there is absolutely no urgency
for the relief sought by the applicant.
[13]
Consequently the following order is made:
[a] The application is
strike off the roll for want of urgency with costs.
____________________
W.
Hughes
Judge
of the High Court Gauteng, Pretoria.