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[2015] ZAGPPHC 195
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De Freitas v De Freitas Investments CC and Another (58179/13) [2015] ZAGPPHC 195 (14 April 2015)
IN
THE HIGH COURT OF SOUTH AFRICA
GAUTENG
DIVISION, PRETORIA
CASE NUMBER:
58179/13
DATE: 14 April 2015
NOT REPORTABLE
NOT OF INTEREST TO
OTHER JUDGES
ANIBAL PANTALEAO
MENDONCA DE
FREITAS
.................................................................
Applicant
V
DE FREITAS
INVESTMENTS
CC
.......................................................................................
First
Respondent
(REGISTRATION
NUMBER: 1989/007787/23)
MANUEL CAS I Ml RO
MENDONCA DE
FREITAS
...................................................
Second
Respondent
JUDGMENT
MABUSE
J
:
[1] The applicant
seeks the following order against the respondent:
'1.
That the first
respondent be placed under provisional winding-up in the hands of the
Master of the above Honourable Court;
2. That a Rule
Nisi be issued calling upon the second respondent and all other
interested parties to furnish reasons, if any, to
the above
Honourable Court on a date to be determined by the Court at 10h00 or
as soon thereafter as the matter may be heard as
to why:
2.1 a final
winding-up order should not be granted; and,
2.2 the cost of
this application should be cost in the liquidation. ”
[2] Despite the
applicant’s prayers as set out above, counsel for the applicant
argued strongly that there is no need for
the Court to grant a
provisional order and that on the facts before the Court, considering
the fact that the application has been
served on the respondents and
the grounds on which the application is brought, the Court may
instead issue a final winding-up order.
I will deal with the basis of
the application later in the judgment and decide whether the facts on
which the applicant relies
in seeking the final order justify such an
order.
[3] The applicant is
an adult businessman who resides and conducts business at 977 8th
Avenue, Wonderboom South, Pretoria. The first
respondent is described
as a close corporation duly registered in terms of the Close
Corporation statutes of this country. While
its principal place of
business is situated at 468 Hertzog Street, Wonderboom South, its
registered office is located at 562 Main
Road, Erasmia, Pretoria. The
second respondent is an adult male businessman who resides at 886
Nicola Street, Silver Lakes, Pretoria.
He conducts business at the
same premises as the applicant.
[4] The applicant
and the second respondent are brothers. Each one of them holds 50% of
members' interest in the first respondent.
[5] Although the
application for the winding-up of the first respondent is said to be
brought in terms of s 81 (e)(i) and (ii) of
the Companies Act 71 of
2008 (“the Act”), the relief sought is based on the fact
that the applicant and the second
respondent have reached a deadlock
in the management of the first respondent; that the said deadlock
cannot be broken and that
it may cause irreparable injury to the
close corporation. This is what is provided for by s 81 (1 )(d)(i)
and (ii) of the Act and
not s 81 (e)(i) and (ii) or s 81 (1 )(d)(i)
and (ii) of the Act. It is clear from the heads of argument that both
counsel understood
that “the application is brought on the
basis that the applicant is a member of the first respondent and that
there is a
deadlock in the management of the first respondent’s
business” according to the respondent’s heads of argument
and "a member of the close corporation may apply to court for an
order winding-up the close corporation if the members have
reached a
deadlock in the management of the close corporation which cannot be
broken and which causes or may cause irreparable
injury to the close
corporation”, according to the applicant’s counsel’s
heads of argument.
[6] Accordingly the
aforegoing sounds a death knell to the point raised by Mr. van der
Merwe that the application is brought in
terms of s 81 (e)(i) and
(ii) of the Act. Apart from the fact that in his heads of argument he
understood and treated this matter
as an application based on a
deadlock between the applicant and the second respondent and that the
parties themselves understood
the application likewise, it was
pointed out and argued by counsel for the applicant that the argument
that the application was
brought in terms of s 81 (e)(i) and (ii) of
the Act was brought up rather late and had not been properly raised.
I will deal with
this aspect later.
[7] The applicant
has set out his case against the first respondent as follows. It is
the applicant’s case that the assets
and income of the first
respondent are being misapplied and wasted by the second respondent,
the controlling member of the first
respondent. The second respondent
is also acting in a fraudulent manner in conducting the business of
the first respondent. In
addition the second respondent keeps all the
income generated by the first respondent for himself and has done so
since 2005. The
second respondent mismanages the first respondent’s
assets and income by using the generated income and assets for his
personal
purpose leading thereto that the creditors of the first
respondent are not paid.
[8] From the
conception of the business relationship between the applicant and the
second respondent they shared equally in the
profits of the business.
This, as indicated earlier, stopped during or about July 2005. After
July 2005 the second respondent,
on his own accord, withheld the
applicant’s share of the profits of the business. He has since
then failed to give any reason
or explanation for his actions. As a
consequence of this periods of arguments between the members arose
and a complete breakdown
of communication and trust between them came
about.
[9] It is the
following events that led to deterioration in the brother’s
relationship. During or about 2007 it was brought
to the attention of
the applicant by a third party that the second respondent, contrary
to their agreement, registered and incorporated
Meat Queen Traders
(Pty) Ltd with him as the sole shareholder thereof. The applicant
also discovered that the second respondent,
again and contrary to
their agreement and in particular during 2003, had the shareholding
of Impi Truck Centre (Pty) Ltd registered
on the following basis:
1. the second
respondent as a 40% shareholder;
2. his wife, Ida, a
30% shareholder, and;
3. Anna Sofia Poppie
Shoko as a 30% shareholder.
In addition it was
discovered that the second respondent had the applicant registered as
the sole shareholder of Rotorec Diesel
Gezina (Pty) Ltd.
[10] The second
respondent failed to disclose to the applicant that he had the
shareholding registered on the basis as set out above
and in fact
throughout led the applicant to believe that they were equal
shareholders in all the companies they had purchased together.
When
the applicant confronted him about this the second respondent
answered simply by stating that the applicant did not need to
worry
and that Impi Truck Centre (Pty) Ltd was only a window dressing
exercise. He also indicated that despite the manner in which
the
shareholding was registered they were and would remain partners both
owning the companies in equal shares. Furthermore he reassured
him
that the arrangements they always had regarding their businesses and
ownership thereof would remain intact. According to the
applicant
this obviously was not the case as the second respondent withheld his
share of the profits generated by their companies
and continued to do
so. In the eyes of the applicant the actions of the second respondent
and his behaviour constituted a serious
break of trust between the
members.
[11] Another
indication that the trust between the members had dissipated was the
fact that Impi Truck Centre (Pty) Ltd traded whilst
utilising an
overdraft facility of the first respondent. The second respondent and
the applicant had bound themselves as sureties
and principal debtors
of the first respondent for the said overdraft facility. At the time
the applicant had come to know of the
second respondent’s
actions the said overdraft facility ran into millions. This caused
the applicant great tension and anxiety
as he could not be held
personally liable for the debts of the company in which the applicant
had no shareholding and about which
the second respondent had lied to
him. During or about January 2007 the applicant settled the overdraft
in full. Having done so,
the applicant cancelled the overdraft
facility of the first respondent which was utilized by Impi Trucks
(Pty) Ltd. The second
respondent became furious and threatened the
applicant. The applicant found the actions of the second respondent
to be completely
unacceptable and confronted him as a result thereof.
He requested him to rectify the situation regarding the shareholding
of the
various companies. The second respondent blatantly refused to
do so. This caused the relationship between the two of them to
deteriorate
even further. On this basis the applicant contends that
it is quite evident that he and the second respondent are unable to
conduct
the business of the first respondent together.
[12] There are other
factors that caused the deterioration in the relationship between the
members, among them failure by the second
respondent to share the
profits generated by Impi Truck Centre (Pty) Ltd. According to the
applicant initially he received 50%
of the profits generated by Impi
Truck Centre (Pty) Ltd. This continued until approximately 31 August
2005. Since then he has not
received any further share in the
profits. It was also at that same time that no work was channelled by
Impi Truck Centre (Pty)
Ltd to Rotorec Diesel Gezina (Pty) Ltd. This
left the applicant and Rotorec Diesel Gezina (Pty) Ltd impecunious.
He confronted
the second respondent about this and a further argument
ensued. The second respondent continued with his refusal to rectify
the
shareholding of the companies and the business relationship
between them. During the aforementioned confrontation which occurred
during January 2006 the second respondent stated that the applicant
had no interest or shares in Impi Truck Centre (Pty) Ltd and
that
since he did not hold any shareholding in the company he had no right
to any income generated by it and that he did not have
any say in the
manner in which the second respondent conducted the business. It
became clear to the applicant that the second respondent
had no
intention of honouring their original or later agreements and that he
had decided to keep all the income generated by the
businesses for
himself. Secondly, despite the agreement between the second
respondent and the applicant that Rototec Diesel Gezina
(Pty) Ltd
would do all the electrical and diesel pump work for Impi Truck
Centre (Pty) Ltd, Impi Truck Centre (Pty) Ltd stopped
sending
electrical and diesel work to Rotorec Diesel Gezina (Pty) Ltd during
the end of 2006. The result was that the second respondent,
through
these actions, deprived the applicant and Rotorec Diesel Gezina (Pty)
Ltd of any income. The obvious result thereof was
that Rotorec Diesel
Gezina (Pty) Ltd became unable to meet all its financial obligations.
[13] The applicant
investigated the matter and found out that the second respondent had,
without the knowledge or consent of the
applicant, formed a new
company named Rotorec Diesel Centre (Pty) Ltd during or about 2007.
The second respondent channelled the
work which was due to Rotorec
Diesel Gezina (Pty) Ltd, in accordance with their understanding, to
his new company, Rotorec Diesel
Centre (Pty) Ltd. This was done
obviously in order to defraud the applicant and Rotorec Diesel Gezina
(Pty) Ltd and to enrich himself
and his newly formed company.
[14] The following
incidents are the principal issues why there is a deadlock in the
management of the first respondent between
the applicant and the
second respondent. The main business of the first respondent is the
letting of certain portions of the properties
as business premises.
The first respondent has approximately fourteen tenants. The
companies and businesses referred to above are
also tenants of the
first respondent. The total monthly income amounted to approximately
R200,000.00 (two hundred thousand rand).
The applicant however
conceded that because he does not have all the full details regarding
the income of the rental, he was unable
to furnish the Court with a
precise amount of the income that was earned from the rental of the
premises. The last time he was
furnished with the relevant
information, according to him, was in 2007. Since then the second
respondent has refused to furnish
him with any further information.
As a result the relationship between the applicant and the second
respondent has soured and became
acrimonious. The second respondent
avoids and ignores him completely.
[15] The second
respondent has gone as far as attempting to sabotage the business the
applicant now runs. He did so by causing old
and new oil to be
spilled on the pavement directly at the entrance of his business. He
reported the incident to the police and
the second respondent was
given the order to clear the spillage.
[16] The second
respondent as a shareholder of Impi Truck Centre (Pty) Ltd, Rotorec
Diesel Centre (Pty) Ltd and Meat Queen Traders
(Pty) Ltd, who are all
tenants of the first respondent, has stopped paying the payment of
rental due and owing by these companies
to the first respondent. This
quite obviously has a profound impact upon the first respondent as it
derives the largest part of
income from rental of the aforementioned
premises. The first respondent’s failure to generate income
results therein that
the creditors of the first respondent are not
paid. This exposes the applicant and the first respondent to legal
action for the
recovery of the debts owed to the creditors.
[17] Accordingly the
applicant views these actions by the second respondent not only as
amounting to reckless management of the
first respondent but that the
second respondent, in acting as it does, conducts the business of the
first respondent with intent
to defraud the creditors of the first
respondent.
[18] It is contended
by the applicant that apart from the fact that the second respondent
not only ensured that Impi Truck Centre
(Pty) Ltd, Rotorec Diesel
Centre (Pty) Ltd and Meat Queen Traders (Pty) Ltd did not pay rent to
the first respondent, he also failed
to collect the rent due by other
tenants. In addition the second respondent, as a controlling member,
did not make payment of the
amounts due in respect of rates and taxes
and municipal accounts of the first respondent. The second
respondent’s failure
to pay rent on behalf of his other
businesses and to collect the rent from other the other tenants as he
was supposed to have done,
has deprived the first respondent of its
much needed income. In his view the business of the first respondent
has not been conducted
to the benefit of its members.
[19] The second
respondent utilized the income generated by the first respondent to
purchase two very expensive Mercedes Benz motor
vehicles. He
purchased these vehicles for his own use and did so without informing
the applicant. The animosity between the applicant
and the second
respondent is of such a nature that the respondent came to his house
where he fired a shot at him. It is abundantly
clear that a complete
deadlock has arisen between the applicant and the second respondent
regarding the manner in which the first
respondent’s business
should be conducted. It is also evident that the business of the
first respondent is not connected
in such a manner as to benefit the
applicant or the second respondent. The applicant contends that he
and the second respondent
cannot proceed with a normal business
relationship and it is therefore imperative that the first respondent
be wound-up.
[20] The second
respondent causes the business of the first respondent to be
conducted in a fraudulent and deceptive fashion and
does so for his
own benefit. All the applicant’s efforts to obtain information
pertaining to the first respondent are hampered
by the second
respondent. The second respondent is presently in control of the
affairs and running of the day-to-day business of
the first
respondent. The second respondent uses his shareholding in the first
respondent in order to benefit the other companies
and businesses
referred to above and do so as he in turn benefits from the income
generated by these businesses. It is the applicant’s
case that
it is essential for the first respondent to be wound-up and for a
liquidator to take control of the affairs of the first
respondent as
the liquidator would be able to see to it that all the outstanding
debts are collected and the creditors are paid.
[21] The applicant
has taken steps to settle the disputes regarding the management of
the first respondent with the second respondent
but to no avail. In
an effort to do so the second respondent and the applicant agreed to
the appointment of one, Conrad Thompson
(“Conrad”) from
Devine Land Projects, to divide the properties owned by the first
respondent amongst the two of them.
During or about 2012 the
applicant was presented with heads of agreement attached to the
papers as Annexure ‘APM11’
which agreement was drafted by
attorneys on instructions of the said Conrad. In terms of the
aforementioned agreement the second
respondent wanted to pay the
applicant an amount of R8,000,000.00 (eight million rand)
representing his, the applicant’s
50% membership interest in
the first respondent and a 50% membership interest in Mazezo Farm CC.
The second respondent was to resign
as trustee of the De Freitas
Family Trust and was to sign the necessary founding statement “CK2”
and “CK2A”
forms in order to effect the change in
members’ interest of both the first respondent and Mazezo Farm
CC. The applicant would
receive the transfer of Erf 269 Gezina. The
second respondent has resigned as trustee of the De Freitas Family
Trust but has failed
to comply with the greatest parts of the
parties’ agreement. The second respondent, however, had made
certain payments to
the applicant in terms of the aforementioned
agreement over a longer period but not as set out in the agreement.
As the applicant
was experiencing financial difficulty as a result of
the second respondent’s actions, he, the applicant, was forced
to accept
these payments whenever they were made by the second
respondent. Despite various requests and demands to settle the
disputes the
second respondent failed to make any further payments to
the applicant.
[22] As a
consequence of the second respondent’s attitude he instructed
his attorneys to send a letter of demand to him which
was done on 15
July 2013. In terms of the said letter of demand the second
respondent was given 7 (seven) days to pay the amount
of
R3,015,000.00 (three million fifteen thousand rand), plus interest at
a rate of 9% per annum. Upon receipt of the said letter
the second
respondent contacted the applicant’s attorneys and alleged that
the amounts were not due and payable. This allegation
is supported by
an affidavit by the applicant’s attorneys. The affidavit is
attached to the papers and marked Annexure ‘APM12’.
The
attorney requested him to contact his attorneys as this was a serious
matter. On 25 July 2013 the second respondent’s
attorneys wrote
a letter in which they alleged that the amount due should be
R2,645,000.00 (two million six hundred and forty five
thousand rand).
They also stated further that the payment of the agreed purchase was
subject to their second respondent’s
cash flow finances. In
reply to this correspondence the applicant’s attorneys supplied
them with a copy of the agreement
and referred them to paragraph 7
thereof. Paragraph 7 is a prohibition on the conclusion of any oral
agreements outside that written
agreement. In the same letter the
applicant’s attorneys disputed that the amount that the second
respondent owed the applicant
was R2,645,000.00 (two million six
hundred and forty five thousand rand). On 24 July 2013 and as no
further payments had been made
the applicant instructed his attorneys
to cancel the said agreement which they did in a letter dated 24 July
2013. This letter
was served on the second respondent. The
consequence of the cancellation of the said agreement was that all
payments that the second
respondent had made were forfeited as set
out in paragraph 6 of the said agreement.
[23]
It is important to point out that the second respondent denied most
of the allegations contained in the founding affidavit.
In particular
he disputed the applicant’s
locus
standi.
He
denied that the applicant was still a member of the first respondent
and contended that on that basis the applicant had no right
in the
circumstances to launch this application; he denied furthermore that
he had appropriated the assets and income of the first
respondent;
that he acted in any fraudulent manner; he contended that it would be
costly to liquidate the respondent Finally he
admitted that the
relationship between him and the applicant has deteriorated.
[24] Counsel for the
applicant, Ms. Spangenberg, submitted that the second respondent did
not, in his answering affidavit, deny
that there was a deadlock
between the applicant and the second respondent. Secondly she
referred the Court to paragraph 50 of the
answering affidavit in
which the second respondent admitted that the relationship between
him and the applicant had become deteriorated.
By implication that
there existed a deadlock between the applicant and the second
respondent they both appointed one Conrad to
assist them to resolve
their disputes. Finally the purpose of the agreement the parties
signed on 29 March 2012 was concluded in
order to resolve the
disputes between the applicant and the second respondent. It states
so in clause 3.1 thereof. On the bases
of the aforegoing she
submitted that the applicant has established that the members have
reached a deadlock; that the deadlock
cannot be resolved between the
two matters no matter how hard they strove to do so and finally that
that deadlock has caused or
will cause injury to the first
respondent.
[25] The nature of
the injury the first respondent sustained is clearly showed in its
diminished income, failure to pay creditors
and furthermore failure
to conduct business normally.
[26] In his turn Mr
van der Merwe, counsel for the respondents, indicated to the Court
that there were two points he wanted to raise
against the
application. He submitted that on the bases of those two points the
application should fail.
[27] According to
his first point, the application had serious defects. As one of such
defects he referred the Court to paragraph
4.1 on page 10 of the
founding affidavit. This is the paragraph in which the applicant had
stated that:
“
This
is an application for the winding-up of the first respondent in terms
of
s 81(e)(i)
and (ii) of the
Companies Act, 71 of 2008
."
To support his view
that there was no misunderstanding as to the nature of the
application the applicant brought before Court and
that the applicant
always meant to bring an application in terms of the provisions as
set out in s 81 (e)(i) and (ii) of the Act,
one needs only look at
the allegations contained in the founding affidavit. He had been
persuaded by such words as “fraudulent”
or otherwise
“illegal” appearing in the said section of the Act. In
the first place where a contradiction exists between
the section of
an Act of Parliament referred to and the contents of the affidavit, a
Court may resolve such an inconsistency by
having regard to the
contents of the affidavit that sets out all the facts on the basis of
which relief is sought. It will be unwise
for a party to cry foul on
usage of the wrong section or to ignore the statement that sets out
the facts of the matter for the
relief sought. In the end the crucial
question that the Court has to ask itself is whether the applicant
has on the facts before
it made out a good case. In the midst of what
a party states in its affidavit, has he discharged the onus of proof
that lies on
him or her? I have already pointed out that the parties
were not confused about the matter they were dealing with. It is for
that
reason that the respondents did not raise this aspect in the
answering affidavit.
[28] The second
point that was raised by counsel for the respondents was that the
applicant had failed to attach security by the
Master of the High
Court. This argument was raised because in paragraph 46.1 of the
founding affidavit the applicant had stated
that:
“
I
will ensure that
the required security is lodged with the Master of the High Court
prior to the bringing of this application and
will attach hereto a
certificate by the Master of the High Court in support thereof. ”
No such certificate
was attached to the applicant’s papers at the hearing of this
matter nor was it handed over to the Court
at such hearing. Mr. van
der Merwe then latched to the failure of the applicant to provide
such a certificate to frustrate the
application.
[29] The said
certificate was required by s 346(3) of the Companies Act 61 of 1973
(“the Old Companies Act”). In the
first place this
application was not brought under s 345 of the Old Companies Act. It
was brought under s 81 of the New Act (Act
71 of 2008). The section
under which the application was brought does not require of the
applicant to provide security. Besides
s 9(2) of Schedule 5,
Transitional Arrangements of Act 71 of 2008, provides as follows:
“
(1)
Despite the repeal of the previous Act, until the day determined in
terms of sub-item (4), Chapter 14 of that Act continues
to apply with
respect to the winding-up and liquidation of companies under this
Act, as if that Act have not been repealed subject
to sub-items (2)
and (3).
(2) Despite
sub-item (1), sections 343\ 344, 346, and 348 to 353 do not apply to
the winding-up of a solvent company, except to
the extent necessary
to give full effect to the provisions of part G of Chapter 2. ”
As set out in s 81
under which the application is brought the first respondent in this
matter is a solvent company. In the premises
there is no merit, in my
view, on this point.
[30]
The applicant does not have
locus
standi
The
second respondent contends that the applicant does not have
locus
standi
to
launch this application because the agreement that the parties had
concluded on 29 March 2012 was not validly cancelled. The
second
respondent stated in his affidavit that the applicant had undertaken
that he would, on signature of the aforementioned agreement,
Annexure
‘ANP11’ to the founding affidavit, provide the second
respondent with a signed copy of the audited financial
statements of
both the first respondent and the other close corporations for the
year ending on 28 February 2007. The second respondent
contends that
the production of the aforementioned financial statements was a
requirement before he could get financial assistance
from a bank, in
circumstances in which he would have put up the first respondent's
property as security for such a loan. According
to the second
respondent, the applicant has breached the agreement in as much as he
failed to provide him with the audited financial
statements as
promised. For that reason the second respondent accepted the advice
that if one party to a contract is himself guilty
of breaching an
agreement, he cannot complain of and rely on the breach of the same
agreement by the other party.
[31] In his replying
affidavit, the applicant’s response was that he was not aware
that he had to present the second respondent
with an audited
statement because he was not informed or required telephonically or
in writing to do so. This is despite the fact
that he signed the
agreement. One would accept that before signing an agreement a party
has acquainted himself with the contents
thereof and that he would
not have signed it if it did not contain what he wanted.
[32] There are
however problems with the second respondent’s contentions. It
is as clear as crystal that he himself did not
make sure that he
understood the contents of the agreement. Clause 15.5, which he
complains that the applicant has flouted, stands
alone. It was not
made subject to his obligation to pay as undertaken in clause 5.5 of
the agreement. It was never an agreement
between the parties to the
said ‘ANP11 ’ that the second respondent would pay the
amount set out in clause 5.5 of the
said agreement only if the
applicant furnished him with the audited financial statements.
Secondly, despite the provisions of clause
5.5 he committed himself
to pay the purchase consideration on certain named dates in complete
disregard to the contents of the
said clause 5.5. Thirdly on 15 July
2013 the applicant’s attorneys wrote a letter to the second
respondent which was delivered
to the second respondent by hand. The
last paragraph of the said letter stated that:
“
In
terms of paragraph 6 of the agreement you are hereby given 7 (seven)
days from the receipt of this tetter to pay such amount
failing which
our client will cancel this agreement, and in terms of paragraph 6,
all payments made shall be forfeited into our
client as agreed
pre-iiquidated damages
."
The second
respondent never complained that he did not receive the said letter.
Secondly he never raised the applicant’s failure
to comply with
clause 5.5 of the agreement as a reason for refusing to pay. It is
clear that he never considered the audited financial
statements as
the prerequisite of his obligation to pay. Similarly he failed to
raise the same defence even after he had received
by hand the
applicant’s attorney’s letter dated 24 July 2013 in which
the agreement was cancelled as stated in the
last paragraph thereof.
[33]
Finally the applicant had always been a member of the first
respondent until formal transfer of his member's interest in the
first respondent had been transferred to the second respondent. There
is no proof in the papers that that has happened. All the
correspondence in this matter and attached to the papers before the
Court point out into one direction only and that is the applicant
had
not transferred his interest in the first respondent to the second
respondent as had been contemplated by the parties. Accordingly
the
applicant is still a member of the first respondent. In that capacity
he has
focus
standi
to
bring this application.
[34] I pointed out
earlier that counsel for the applicant indicated that the applicant
now seeks a final winding-up order. The papers
were properly served
on the respondents. The matter was fully argued before this Court.
The facts before the Court justify the
making of such an order. The
second respondents, though speaking with a fork tongue in that he
deny that there was a deadlock between
the facts, admitted though
that the relationship between the members has become deteriorated. In
the premises I am of the view
that the applicant has made out a good
case for the relief that he seeks and that he is therefore entitled
to it. Accordingly the
following order is made:
1. The first
respondent is hereby placed under final winding-up.
2. The cost of this
application shall be costs in the liquidation.
P.M. MABUSE
JUDGE OF THE HIGH
COURT
Appearances
:
Counsel for the
Applicant: Adv. C. Spangenberg
Instructed by:
Jasper van der Westhuizen & Bodenstein Inc.
Counsel for the
respondents: Adv. M. P. van der Merwe
Instructed by:
Couzyn Hertzog & Horak
Date Heard: 16
March 2015
Date of Judgment:
14 April 2015