IN THE HIGH COURT OF SOUTH AFRICA
(EASTERN CAPE DIVISION, GQEBERHA)

REPORTABLE
CASE NO: 4475/2024

In the matter between:

LIESL UNGERER Applicant

and

KERI JANET FERREIRA 1st Respondent

KERI JANET FERREIRA N.O. 2nd Respondent

THEODOR US POTGIETER FERREIRA N.O. 3rd Respondent

RENE VAN TONDER N.O. 4th Respondent

SHANE CLIVE EVAN WATKINS N.O. 5th Respondent

HOME AND EQUITY CS MANAGEMENT (PTY) LTD 6th Respondent

HOME AND EQUITY COMMUNITY SCHEME
MANAGEMENT (PTY) LTD 7th Respondent

HOME AND EQUITY MARKETING (PTY) LTD 8th Respondent

THE COMPANIES AND INTELLECTUAL
PROPERTY COMMISSION OF SOUTH AFRICA 9th Respondent


JUDGMENT

GQAMANA J

Introduction

[1] The disput e in this matter has its genesis in the acrimonious relationship between
the applicant and first respondent. The applicant and first respondent are
business partners and equal shareholders in the sixth and seventh respondents1.
The Karoo Family Trust (the Trust) holds the shareholding in the sixth and
seventh respondents on behalf of the first respondent , and as such the second to
fifth respondents are Trustees of the Karoo Trust and they are cited herein in that
capacity. The eighth respondent is an entity that owns the property from which
the sixth and seventh respondents operate , and the first respondent is its sole
shareholder and director. There are specific orders that the applicant seeks
against the eighth respondent as set out in paragraph s 1.1 and 1.2 of the notice
of motion. The ninth respondent is the Companies and Intellectual Property
Commission of South Africa, and no relief is sought against it.

Factual background


1 Each of them holds 50% of shares in those two companies.

[2] It is now convenient to set out the facts which underpin the issues in this
application. They are largely common cause , but parties hold different views on
legal conclusions to be drawn from such facts. The applicant and the first
respondent were first introduced to each other in 2018. Prior to that, the applicant
worked for the Bellbouy Group and had gained extensive experience in
management of community schemes and had a substantial network of
community scheme clients. The first respondent on the other hand had extensive
management and business skills in commerci al sales, commercial letting,
residential sales and residential letting.

[3] Based on their diverse skills and commercial ambitions they decided to venture
into the community management scheme business. That resulted in the
establishment of the seventh respondent. The applicant and first respondent hold
equal shares in the seventh respondent, but there was no written shareholder’s
agreement concluded by them. However, it was agreed between them that the
first respondent would be the sole director. In addition, they agreed that the first
respondent would provide the office environment, supporting financial
administration and advice, while the applicant would recruit, administer and
manage the community scheme business. The applicant further played an active
role in the management of the seventh respondent and had access to the bank
accounts.

[4] Furthermore, both parties equally contributed to the start-up capital of the
seventh respondent. In addition, it was agreed that once the business is in
operation, both parties would receive equal drawings. Further they also agreed to
share equal dividends at the end of the financial year based on profits generated
by the seventh respond ent. The business became profitable and when
approaching the compulsory VAT registration threshold, they agreed to establish
the sixth respondent and to split the business and revenues between the two
entities. The arrangement and understanding between the applicant and the first
respondent remained the same. Each party held 50% of the shares in the sixth

respondent, workload was divided in the same manner as before and the
drawings by each party was unaffected. From here on, I shall refer to the sixth
and seventh respondents as “the CSM companies” and its business operations
as “the CSM business ”.

[5] The CSM companies continued with its operation smoothly. It was managing 32
community schemes, of which 29 of them were recruited by the applicant.
Friction between the applicant and first respondent began in April 2024, when the
first respondent proposed that certain portions of the CSM business be
channeled through the eight h respondent in order for the CSM companies to
remain below the VAT threshold and to avoid VAT registration and the
administration associated therewith. The applicant was against that proposal.
Notwithstanding her opposition, the first respondent diverted business of the
CSM companies to the eighth respondent. The applicant holds no shareholding
in the eighth respondent.

[6] By mid-2024, there was a breakdown of relationship between the applicant and
first respondent. The situation deteriorated and in August 2024, the applicant was
unilaterally excluded by the first respondent from accessing the companies
banking accounts. The first respondent also removed the applicant from the
WhatsApp group account, blocked her access to emails and suspended her
monthly drawings. The applicant’s name as a shareholder was also removed
from the letter head of the CSM companies. Later, disciplinary proceedings were
initiated against her.

[7] On or about November 2024, the first respondent undertook to reinstate the
applicant’s access to the bank accounts, but that never materialis ed. The parties
reached a deadlock and all attempts to come up with a practical exit strategy for
either of them to exit the CSM companies was unsuccessful.


[8] The applicant then approached this court seeking a relief under section 163 of
the Companie s Act 71 of 2008 (“the Companies Act”). In paragraphs 1.1 and 1.2
of the notice of motion, the applicant seeks an order that she or her designated
representative be granted full and unrestricted access to the financial and
administrative records of the CSM companies and the eighth respondent and,
that monies paid to the eighth respondent by the CSM companies be repaid or,
be credited to a loan account of either the sixth or seventh respondents opened
in the books of account of the eight respondent. The main relief the applicant
seeks is an order that, either the Karoo Trust or her shareholding in the CSM
companies , should cease . As an alternative relief, the applicant seeks an order
for the winding -up of the sixth and seventh respondents in terms of s 81(1)(d)(iii)
of the Companies Act. The application is opposed by the first to eighth
respondents, (“the respondents”). That is the brief factual background that
underpins this application.

Issues

[9] The main issue in this application is whether the appli cant has made out a case
which entitles her to the relief under s 163 (2), alternatively, the winding -up of the CSM
companies under s 81(1) (d) of the Companies Act. Before I engage in these issues, it
is necessary to set out the applicable legal principle s.

Legal Framework

[10] Section 163 of the Companies Act provides a remedy to a shareholder or a
director of a company to apply to court for relief if any act or omission by the
company or a related person has had a result that is oppressive, or unfairly
prejudicial to, or unfairly disregards the interests of the applicant. This remedy is

available to a shareholder or a director (or qua director) who has equal shares or
voting powers.2

[11] The relevant portion of s 163(1) reads as follows:

‘(1) A shareholder or a director of a company may apply to a court for relief if –
(a) any act or omission of the company or a related person, has had a result that
is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of
the applicant’

[12] When considering an application premised on s 163, a court must satisfy itself
about the existence of conduct by way of the act or omission and, that the
releva nt conduct was oppressive, or unfairly prejudicial, or unfairly disregards the
interests of the applicant. The enquiry is whether objectively speaking the
conduct complained of was oppressive, or unfairly prejudicial or unfairly
disregards the interests of a shareholder or director.

[13] Further it appears from the authorities3 that the relevant conduct does not
necessarily have to be unlawful, in the sense that it infringes any legal rights of
an applicant. Conduct may be oppressive or unfairly prejudicial or unfairly
disregards the interests of a shareholder or director in the context of s 163, even
though it does not violate any rights of such a shareholder or director, such as
the rights conferred by the Companies Act or the company’s memorandum of
incorporation.


2 Van Der Watt v Schoeman & others 2024 (1) SA 531 (ECGq) (12 October 2023) .
3 Grancy Property Ltd v Manala 2015 (3) SA 313 (SCA), Peel v Hamon J & C Engineering (Pty) Ltd 2013
(2) SA 331 (GSJ ), Count Gotthard SA Pilati v Witfontein Game Farm (Pty)Ltd [2013] 2 All SA 190 (GNP)
and Justpoint Nominees (Pty)Ltd v Sovereign Food Investments Ltd (878/16)[2016] ZAECPEHC 15 (26
April 2016)

[14] The prevailing authority4 holds that section 163(1) must be construed in the
manner that will advance the remedy that it provides, rather than to limit it.
However, not all conducts which prejudicially affect a shareholder or directors, or
which disregards an applicant’s interests would entitle him or her to the relief. It is
required of an applicant to show that the conduct is not only prejudicial or
disregardful but, also that it is unfairly so5. The concept of unfairness is central to
the section 163 remedy.

[15] The relevant conduct must be evaluated in light of the fundamental corporate law
principles.6 The central feature in this case is the nature of the relationship between the
applicant and first respondent.

Discussion

[16] It was submitted by Mr Rorke SC, counsel for the applicant submitted that, the
picture which emerges from the evidence revealed the relationship existed
internally between the applicant and first respondent as one which could be
loosely described as a quasi -partnership.

[17] A quasi - partnership is described by Professor Cassim in his academic work7as
follows:

‘quasi -partnership company (owner -managed company) usually involves a small
private company that is formed on the basis of an agreement, an understanding
or an intention that the shareholders will generally, all be directors and participate
in the management of the company, for instance, beca use the return on
investment is to take the form of director’s remuneration rather than dividends on
shares.’

4 Grancy Property Ltd footnote 3 above.
5 Donaldson Investments Pty Ltd v Anglo - Transvaal Collieries Ltd 1980 4 SA 204 (T).
6 FHI Cassim Contemporary Company Law 3 ed (2021).
7 FHI Cassim footnote 6 above at p 1025.


[18] It was submitted that, for a quasi -partnership to exist, it does not have to be a
formal partnership agreement. But rather there has to be an arrangement whether
express, tacit or implied, in terms of which the parties have agreed to conduct
themselves. For that proposition Mr Rorke placed reliance in Apco Africa Pty Ltd and
Another v Apco Worldwide Inc,8 where the SCA said:

‘[a quasi -partn ership] is strictly confined to those small domestic companies in
which, because of some arrangement, express, tacit, or implied, there exists
between the members in regard to the company’s affairs a particular a personal
relationship of confidence and trust similar to that existing between partners in
regard to the partnership business.’

[19] However, Mr Ronaasen SC (together with Mr Williams) counsel for the
respondents submitted to the contrary and placed reliance in Louw v Nel,9 where
the SCA (with reference to the judgment by Lord Wilberforce in Ebrahimi v
Westbourne Galleries Ltd and Others [1999]2All ER 961at 966 (All ER) said the
following:

‘…the expressions [“quasi - partnership” or “ in substance partnerships”] may be
confusing if they obscure, or deny, the fact that the parties (possibly former
partners) are now co-members in a company, who have accepted, in law, new
obligations. A company, however small, however domestic, is a company not a
partnership or even a quasi -partnership and it is through the just and equitable
clause that obligations, common to partnership relations, may come in.’

[20] Mr Rona asen in advancing his submission argued that, the parties are bound by
the structure they chose and if such structure no longer suits one of the parties,
that would not be the basis for invoking s 163 and the broad remedies that are

8 2008 (5) SA 615 (SCA) para 19.
9 2011 (2) SA 172 (SCA) para 21.

available in terms of that section. In the instant matter, the applicant and first
respondent agreed to venture into a community scheme management business
by establishing the seventh respondent and later on the sixth respondent. Such
entities were structured with agreement between the parties that the first
respondent would be the sole director and the applicant would manage the
community scheme. In addition, the applicant would also be employed as a
manager. The applicant did not relinquish any rights as a shareholder by
accepting the employment as aforementioned, instead she had a clearly defined
role which was agreed. In terms of such an agreement, the applicant was not
part of the management of the CSM companies. But, at a later stage, the
applicant became disgruntled with such arrangement.

[21] The breakdown of the relationship between the appli cant and first respondent
was conceded but, it was submitted that the applicant’s role in that regard is vital to
consider, before section 163 can be invoked to disentangle the arrangement that they
agreed upon. It was ardently argued that section 163 is not an easy solution to
disentangle a personal relationship that has broken down.

[22] Further the respondents submitted that the applicant must accept the regime that
she chose at the outset of their relationship, namely, that she was to be a
sharehold er, the first respondent to be the sole director of both entities, and that
she would be employed as a community schemes manager in the business. The
fact that she was also an employee of the two entities was incidental to that
relationship and the regime that was agreed by the parties from the outset.
Further such a regime applied for the duration of their relationship until it broke
down because the applicant did not like the management regime. The fact that
she received dividends it is not proof of the existence of a quasi -partnership,
because as a shareholder, the applicant was entitled to dividends.

[23] Furthermore the respondents submitted that there was no agreement that some
partnership would underlie the structure as agreed between the parties. The

applicant had agreed that the management of the CSM companies would vest on
the first respondent as the sole director. The principal broad synopsis argument
of the respondents was that the management of the affairs of the two companies
were operate d in accordance with the agreement reached between the applicant
and first respondent from the outset and accordingly there was no quasi -
partnership.

[24] I have difficulty accept ing the respondents’ submissions because there are
multitude of factors which to me points to the existence of a quasi - partnership.
To illustrate the point there is evidence of emails exchanged between the first
respondent and applicant. The context and language employed on such emails
by the first respondent herself, denotes an appreciation and recognition by her
of the existence of a quasi -partnership. The extent of the engagement of the
parties , in particular the first respondent seeking consensus from the applicant on
her proposals , illustrates a true reflection of the manner in which the affairs of the
two companies were conducted before the breakdown of their relationship. If the
applicant was merely a shareholder and an employee and the management of
the CSM companies was run solely by the first respondent, as the sole director, it
would not have been necessary for the first respondent to engage her so
extensively. As an employee and shareholder, her consensus would have been
imperative. The first respondent recognised the existing arrangement between
them in the management of the affairs of the CSM companies, hence the
extensive engagement.

[25] Not only that, but there is documentary evidence, for example annexures “LU29”
and “LU30”, wherein the parties described themselves as ‘co-owners’. In such
communicat ion to the general public, the parties are introduced as co-owners of
the CSM companies , and that the applicant was fundamentally involved in the
management of the entities. It is common cause that, the applicant had
extensive skill in managing the affair s of the community schemes and
administration associated therewith and the first respondent had none. The

evidence which I have referred to in the preceding paragraph manifestly exhibit
the involvement of the applicant in the management of the daily affair s of the
companies and that she was not a silent shareholder sitting in the background.

[26] To strengthen my view the evidence shows that during the duration of the
relationship between the parties, the CSM companies had 32 community scheme
clients, of which 29 were recruited by the applicant.

[27] In addition both parties contributed equally on the start-up capital. It is unheard
of for an employee to contribute financially into setting up his employer’s
company. Both parties also received equal drawings and dividends. The fact that
the applicant decided to classify her drawings as an income for tax purposes is
far from being proof that she had no involvement in the management affairs and
was an employee.

[28] Another factor which lends support to the existence of a quasi - partnership is that
the applicant had unlimited access to the banking accounts of the CSM
companies until her access was unilaterally revoked by the first respondent only
after the breakdown of the relationship . Even thereafter , the first respondent
undertook to reinstate the applicant’s access, although in the end that was not
done. But such an undertaking is an appreciation of an arrangement that existed
between the parties.

[29] My view of the existence of a quasi -partnership is insulated by the letterhead of
the CSM companies which reflected the applicant’s details and those of the first
respondent. That was only changed after the breakdown of the relationship.
None of the other employees’ details appears in the letterhead of the CSM
companies.


[30] To me all these factors negate the respondents’ submissions and on the basis of
all that evidence, the inescapable conclusion is that there was no existence of a
quasi -partnership, although it was a loose arrangement.

[31] Having arrived at the above conclusion, the next question that I have to consider
is whether there has been a breakdown in the relationship between the applicant
and first respondent, within the context and ambit of section 163 of the
Companies Act. As I have indicated in paragraph 21 above that the breakdown of
the relationship is conceded, but the respondents’ contention was that it was a
personal relationship , and the applicant played a significant role in the
breakdown of such relationship. There was not a shred of evidence of a
relationship of a personal nature between the applicant and first respondent.
Before the CSM companies were established parties did not know each other
even from a bar of soap. The evidence shows that the parties were introduced to
each other and that resulted in the formation of the seventh respondent and later
on the sixth respondent. Their relationship was not a personal one, but it was a
business relationship.

[32] The question to be considered is to what extent was the breakdown of such
relationship caused by the first respondent’s conduct.

[33] The applicant submitted that the first respondent untenably disregarded the
quasi -partnership in a manner which objectively demonstra tes her lack of probity
or good faith and fair dealing in the affairs of the two entities. In advancing that
argument the point was made that, the applicant’s access to the banking
accounts of the two entities and to the email accounts and WhatsApp groups was
blocked. Effectively she was excluded and cut off from all day to day
administration and financial affairs of the CSM companies.

[34] Further it was submitted that the first respondent’s refusal to explore sensible and
reasonable exit stratagems suggested by the applicant while acknowledging a

breakdown in their relationship was another aspect of the first respondent’s
oppressive conduct.

[35] However, Mr Ronaasen SC submitted that the applicant has to demonstrate to
this court that her rights as a shareholder were unfairly prejudiced. The
unfairness and prejudice must affect the applicant as a shareholder. The unfair
prejudice to her as an employee does not fall within the ambit of section 163,
unless it has an impact on her interests as shareholder10 and not as a community
schemes manager . Her complaint that she was removed from the banking
platform does not unfairly prejudice or unfairly disregards her interests in her
capacity as the shareholder.

[36] It was submitted that the applicant played a vital role in her exclusion because
she was a manager, but she was absent from the business. The business had to
continue , and other employees had to perform the banking functions and to release
banking payments to ensure smooth operation of the business played a role in the
breakdown of the relationship. The applicant’s dissatisfaction and disagreement with
such arrangement does not mean that she suffered unfair prejudice, or that her interests
were unfairly disregarded because the value of her shares have not diminished.

[37] The responden ts further submitted that, there was no breach of the terms which
affected the applicant’s rights as a shareholder. The applicant had agreed to a
structure in terms of which the first respondent would be the sole director. The
applicant had also agreed on a role and acquiesced in that role for many years ;
accordingly , she is bound by that agreement.

[38] In addition, the respondents argued that the mere fact the applicant wishes to
exist the CSM companies but finds herself unable to dispose of her shares does
not on its own mean that she has suffered an unfair prejudice within the ambit of

10 Technology Corporate Management (Pty) Ltd &others v De Souza &another 2024 (5) SA 57 (SCA).

section 163. Her inability to dispose of her shares and the fact that she finds
herself ‘locked in’ is not an unfair prejudice. For this proposition, Mr Ronaasen
SC placed reliance in the judgment by Wallis AJA in Technology Corporate ,11
where it was said:

‘… The mere fact that a minority shareholder wishes to exit the company and
claims to have lost trust in and respect for the majority shareholders does not on
its own mean that they have suffered unfair prejudice within the ambit of s 252
(or its equivalent). It does not become unfair prejudice merely because the
member seeking to depart is locked in by their inability to dispose of their shares.
It will almost always be prejudicial for the withdrawing minority shareholder to be
unable to realize their investment. However, prejudice alone, and even a loss of
trust in the majority, is not necessarily unfair. After all the minority shareholder
agreed to beco me a shareholder on the basis that they could not freely dispose
of their shares in the company. One of the risks of conducting a business with
others in a small private company is that leaving the business and disposing of
one’s interest in it may be difficult or practically impossible.’

[39] The respondents further submitted that there is no shareholders’ agreement
allowing the applicant to exit the companies and she chose not to have such
agreement, as such she is bound by that choice. Now that such choice presents
problems for her disposing her shares, those problems are used as “a fog” to try
and invoke the provisions of section 163.

[40] Lastly, Mr Ronaasen SC submitted that, I must not allow ‘a claim of unfair
prejudice ’ to be used to rewrite the terms on which the parties agreed on how to
conduct the affairs of their companies. Absent some form of breach of the terms
on which the parties agreed to conduct the affairs of the company, the applicant
is not entitled to complain of unfairness.

11 See fn above para 97.


[41] I have already mentioned above that, the evidence paint s a picture of a quasi -
partnership relationship between the parties. I accept that the agreement was
that the first respondent would be a sole director. But the manner in which the
affairs of the CSM companies were conducted shows that there was an
arrang ement, albeit informal, that the applicant would be involved in the
management of the CSM companies. That arrangement continued from inception
until the applicant was unilaterally excluded by the first respondent. The applicant
was effectively shut out of the daily administration and financial affairs of the
CSM companies. Despite the first respondent’s undertaking to reinstate such
access, but such undertaking was not carried through. The undertaking by the
first respondent was an acknowledgment by her of the existing arrangement
between the parties of a quasi -partnership.

[42] Notwithstanding the existence of a quasi -partnership, the first respondent also
attempted to initiate disciplinary proceedings against the applicant. Such conduct
by the first respondent is at odds with the fair dealings and good faith.

[43] As correctly argued by counsel for the applicant, the first respondent engineered
the disciplinary process against the applicant as a deliberate ploy to exclude her
from the affairs of the companies. The respondents’ contention that the first
respondent was entitled as the sole director to dismiss the applicant and to shut
her out, ignores the fundamental aspects of the quasi -partnership. The first
respondent’s conduct was without cause. In a quasi -partnership there is a mutual
understanding that the strict legal rules do not exhaustively reflect the parties
relationship,12 because there may be additional arrangements about matters
such as participation in the management of the company. It was unfair for the first
respondent to shut out the applicant, because the applicant had a reasonable
expectation to participate in the affairs of the CSM companies. In fact evidence

12 Cassim at p1039.

shows that there was an existing arrangement in relation to the applicant’s active
role in the management of the CSM companies. Her exclusion from playing an
active role was not only an oppressive conduct, but it also unfairly disregarded
her interests.

[44] The evidence also shows that the first respondent refused to engage sensibly with
the applicant on the exit strategy which both parties accept to be inevitable.
Instead , the first respondent insisted that she alone be the purchaser, at a price
which had not been tested and with the condition of a restraint of trade. The
argument on behalf of the respondents that it was not wrong to put up such
conditions as a negotiating position holds no water. I say that, because the
purchase price as suggested by the first respondent lacks any sensible detail on
how she formulated and arrived at it. There was no evidence at all to show
whether it was a fair value. Despite the absence of such evidence, the first
respondent insisted on the applicant to accept it.

[45] Further, there was no legally cognisable basis for the first respondent to impose a
restraint condition on the applicant. The first respondent wants to enjoy the
benefit of the applicant ’s contributions to the CSM companies while depriving her
from competing in the community scheme market. The first respondent’s
engagement with the applicant on the exit strategy was unreasonable and to
impose a restraint of trade would be unfair. I agree with Mr Rorke SC that the first
respondent intransigent stance on this score evinces a lack of probity, good faith
and fair dealing on her part.13

[46] In terms of s 163 (2), the list of the orders that I may grant is non-exhaustive and
open ended. On the overall facts herein, I find that it would be just and equitable
that the parties’ relationship in the CSM companies should cease. Both parties
recognises a need for an exit strategy by either of them but are unable to agree

13 Grancy Property footnote3above para 22.

on a fair exit solution. The Texas auction proposal suggested by the applicant
seems to me to be a sensible and practical solution which would ensure a fair
exit by either of them from their shareholding. And for that to be achieved, the
applicant must be given access to the financial and administrative records of the
CSM companies for purposes of performing valuations and investigations on
monies paid to the eighth respondent by the CSM companies.

[47] Accordingly, I am satisfied that the applicant has made out a case in terms of
section 163 and that, she is entitled to the relief sought in paragraph 1 of the
Notice of Motion. In light of such conclusion , it is unnecessary for me to deal with
the alternative relief.

[48] In relation to costs, the applicant has been successful and accordingly there the
costs shall follow the results. Both counsel have agreed on scale C because of
the complexity of this matter.


Order

[49] In the circumstanc es, the following order shall be issued:

1. The applicant or her designated representatives are granted full and unrestricted
access to the financial and administrative records of the Sixth, Seventh and
Eighth Respondents for purposes of performing such investigations and
valuations as the Applicant may deem appropriate.
2. All monies paid by either the Sixth or Seventh Respondents to the Eighth
Respondent shall either be repaid by the Eighth Respondent to the Sixth or
Seventh Respondent respectively or credited to a loan account for either the
Sixth or Seventh Respondents opened in the books of account of the Eight
Respondent.

3. Either the Second to Fifth Respondents in their capacity as the Trustees for the
time being of the Karoo Family Trust (“the Karoo Trust”) or the Applicant shall
cease to be a member of the Sixth and Seventh Respondents, on the terms
reflected in the Agreement of Sale annexed to the Notice of Motion marked “A”
(“the Sale”), subject to the following:
(a) The Sale is declared to be binding on both the Applicant and the Karoo
Trust;
(b) The Karoo Trust is directed to act as “Purchaser” and the Applicant as
“Seller” during the First Round of the Sale;
(c) The Karoo Trust is afforded a period of 60 days from the issue of this
order to fulfil the suspensive conditions reflected in Clause 4.1 of the Sale;
(d) If the suspensive conditions to the Sale are not fulfilled by the Karoo Trust
on or before the due date stipulated in paragraph (c) above, the Applicant shall
be substituted in the place of the Karoo Trust as “Purchaser”, and the Karoo
Trust shall be substituted as the “Seller” for purposes of the Second Round of the
Sale, following which;
(e) The Applicant shall be afforded a period of 60 days to fulfill the suspensive
conditions reflected in Clause 4.1 of the Sale;
[4] The first to fifth respondents are ordered to pay the costs of this application on a
party and party scale, jointly and severally, one paying the other to be absolved, such
costs to include counsel’s costs at Scale C.



N GQAMANA
JUDGE OF THE HIGH COURT


APPEARANCES:

For the Applicant : Adv S C Rorke SC

Instructed by : M C Botha Inc Attorneys
Gqeberha

For the 1st to 8th Respondents : Adv O H Ronaasen SC and Adv K D Williams
Instructed by : Le Roux Inc Attorneys
Gqeberha

Date heard : 20 February 2025
Date delivered : 7 May 2025