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REPUBLIC OF SOUTH AFRICA
IN THE HIGH COURT OF SOUTH AFRICA
GAUTENG LOCAL DIVISION, JOHANNESBURG
CASE NO:2025-151597
(1) REPORTABLE: YES / NO
(2) OF INTEREST TO OTHER JUDGES: YES/NO
(3) REVISED.
In the matter between:
GFRP TECH (PTY) LTD Applicant
And
ALLEN CLIVE FIFORD First Respondent
AF STRUCTURAL CONSULTING AND ASSOCIATES Second Respondent
KING WESTLEE Third Respondent
JUDGMENT
MABESELE J:
[1] This is an urgent application to interdict and restrain first to third respondents
from interfering with the lawful business operations of the applicant and, in particular,
interdicting the respondents from interfering and/or blocking and/or preventing the
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removal of the applicant’s assets and machinery from 1[ …] V[…] Street, L[…] P[…],
Sandton, to the K[…] Street, W[…], Germiston. The application is opposed, both on
urgency and the merits. Needless to mention that the deponent to the founding
affidavit (Ms Dionysiou) and the first respondent (Mr Allen Clive Fiford who opposes
the application, are the directors of the applicant. The third director is Mr Puneet
Gupta. The second respondent is the company belonging to Mr Fiford . Mr Gupta is
employed by the second respondent.
[2] Ms Dionysiou states that the applicant has lawfully resolved in a board
meeting on 20 August 2025 that, inter alia , the applicant’s assets and /or machinery
will be located from the premises to the Wadeville p remises pursuant to the
termination of the applicant’s lease agreement with its landlord and the requirements
that the applicant vacate the premises by no later than 31 August 2025.
[3] Pursuant to the resolutions taken by the majority of the boar d of directors of
the applicant, the applicant attempted to procure the removal of its assets and
machinery on 25 and 28 August 2025. However, the respondents have prevented
and/or interfered and/ or block ed the applicant ’s ability to locate its assets to the
Wadeville premises. This delay of the applicant ’s removal of its assets, machinery
and, with every passing day, plunges the applicant into further damage and
harm,and the moving operations of the applicant has effectively been brought to a
standstill. Additionally, every day that the applicant remains in unlawful occupation of
the premises, the applicant will be further liable to the landlord in respect of holding
over damages.
[4] Mr. Fiford’s argument that the applicant’s liability for damages does not cease
once the applicant vacates the lease premises has no merits, if regard is had that the
applicant’s continued unlawful occupation of the landlord's premises will result in
applicant’s continued unlawful occupation of the landlord's premises will result in
additional damages. Additionally, there is nothing to support Mr. Fi lford's. allegation
that he has made significant progress in negotiating leniency f rom the landlord to
allow the applicant to occupy the premises until the end of September 2025. For all
these reasons, this matter is considered urgent.
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[5] Mr. Fiford argues that this application is not properly before the court in view
of the fact that the applicant did not properly resolve to institute these proceedings
before attorneys Christodoulou & Mavrikis Inc. p roceeded to issue it. Only on
receiving the power of attorney and the accompanying round- robin resolution, did it
become apparent that Ms. Dionysiou and Gupta had ratified the initiation of this
application after fact. This argument is misplaced. On 30 August 2025 the applicant’s
attorneys, as per annexure “RA1”,addressed correspondence to Mr . Fiford and his
attorneys in terms of which a proposed round resolution in terms of Section 74 of the
Companies Act, was emailed to Mr. Fi ford and his attorneys. From the proposed
round robin resolution, it was proposed that the board of directors authorize M s.
Dionysiou t o execute and sign a power of attorney in favou r of the applicant’s
attorneys, Christodoulou & Mavrikis Inc., and for the board to institute urgent legal
proceedings; and sign the documents which may be necessary to prosecute the
urgent legal proceedings and that the applicant ratifies a ll actions taken by Ms .
Dionysiou\and/or Mr. Gupta and/or Christodoulou & Mavrikis Inc. pertaining to the
institution of urgent legal proceedings.
[6] After the proposed resolution had been sent to Mr. Fi ford and his attorneys,
Ms Dionysiou and Mr. Gupta considered the proposed resolution and voted in favour
and consented to the proposed r esolution on 30 August 2025. Purs uant to the
adoption of the resolution Ms. Dionysiou signed a power of attorney in favou r of
Christodoulou & Mavrikis Inc. on behalf of the Applicant and r atified all conduct and
all actions taken by C hristodoulou & Mavrikis in respect of the applicant and the
urgent application.
[7] It is common cause that the board meeting was convened on 20 August 2025.
The three directors attending the meeting. This meeting, according to Mr. Fiford, was
The three directors attending the meeting. This meeting, according to Mr. Fiford, was
prompted by prior unlawful resolutions, to which he had formally objected. He was
not informed in advance that the board meeting would include resolutions requiring
vote and, any resolutions p urportedly adopted at this meeting are thus invalid and
procedural defective. Accordingly, the attempts by Ms. Dionysiou and Mr. Gupta to
relocate and disconnect the applicant’s machinery were unlawful , unilateral and
contrary to proper corporate governance.
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[8] It is not in dispute that the landlord terminated the lease agreement and the
applicant had to vacate the premises by no later than 31 August 2025. This
situation, logically, would require the directors of the applicant to convene a meeting
and chart the way forward or find a solution. In this regard, Ms. Diony siou’s version,
which is persuasive, is that board meeting was convened on 20 August 2025 and a
resolution taken by the majority vote to remove the assets of the applicant from the
premises before the end of 31 August 2025. Nowhere in the papers does Mr Fi ford
mention any board meeting wherein the issue of termination of the lease agreement
and a way forward were discussed. Neither there is mention that the applicant has
ever mandated him to negotiate, on its behalf, with the landlord for the extension of
the lease agreement.
[9] It is common cause that around 25 August 2025 there was an att empt by the
applicant to remove the assets from the premises Mr. Fiford states the following:
“During the attempted removal of the applicant’s machinery, the applicant’s
staff and I were physically prevented from accessing the premises. Security
guards, acting under Dionysiou’s and Gupta’s instructions, blocked entry, and
staff were forced to park outside the premises.
[10] If Mr. Fiford was prevented by the security guards from accessing the
premises as alleged , nothing would have prevented Ms. Dionysiou and the
contractors from removing the assets from the premises. For this reason, the version
of Ms. Dionyiou that Mr. Fiford prevented them from removing the assets from the
premises has merit.
[11] In the result, the following order is made:
12. The Respondents are interdicted and restrained from:
12.1 engaging in any conduct and/or inciting third parties to engage in any
conduct designed to interfere with and/or prevent the Applicant and/ or its
agents, employees or contractors, from removing any and/ or all assets and
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/or machinery of the- Applicant from the premises situated at 1[…] V[..] Street,
L[…] P[…], Frankenwald, Sandton (‘the premises) including but not limited to:
12.1.1 restricting access to the premises
12.1.2 blocking access to the premises
12.1.3 interfering with the disassembly and/or loading of machines and /or
assets on to vehicles for removal thereof;
12.1.4 assaulting and/or threatening the Applicant and/or its agents ,
employees, or contractors employed by and/or appointed by the Applicant.
12.1.5 removing or attempting to remove the Applicant’s assets and/or
machinery from the premises to any other location without the Applicant’s
express approval; and
12.1.6 any conduct which interferes with the lawful business of the Applicant
and safeguarding of the Applicant’s assets.
12.2 In the event that the First Respondent and/or Second Respondent and/
or Third Respondent has removed any of the Applicant’s assets and/or
machinery, including, but not limited to, the Applicant's straight -line machine,
bend machine, mesh line machine and UTM machine from the premises:
12.2.1 the first respondent is directed and ordered to forthwith deliver or cause
to be delivered, all such removed assets including but not limited to, the
Applicant’s straight-line machine, bend machine, mesh line machine and UTM
machine to the Applicant’s storage premises at [ …] K[…] Street, W […],
Germiston;
12.2.2 should the First Respondent fail to deliver and/or cause to be delivered
all such removed assets to [ …] K[…] Street, W[…], Germiston; the sheriff of
the Court is authorized and directed to attach and remove all such removed
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assets, wherever they may be found, and to deliver same to [ …] K[…] Street,
W[…], Germiston duly assisted by the SAPS if required.
12.3 The First Respondent should pay the costs of the application on
Scale C.
M.M MABESELE
(Judge of the High Court Gauteng Local Division)
Date of hearing: 9 September 2025
Date of judgment: 11 September 2025
Appearances
On behalf of the Applicant: Adv. R. Pottas SC
Instructed by: Christodulou & Mavrikis Inc.
On behalf of the respondents : Adv B.H. Steyn
Instructed by: Gildenhuys Malatji Inc.