SAFLII Note: Certain personal/private details of parties or witnesses have been redacted from this document in
compliance with the law and SAFLII Policy
REPUBLIC OF SOUTH AFRICA
IN THE HIGH COURT OF SOUTH AFRICA
GAUTENG DIVISION, PRETORIA
CASE NO: 2025 - 192701
(1) REPORTABLE: NO
(2) OF INTEREST TO OTHER JUDGES: NO
(3) REVISED: NO
DATE 17/11/2025
MOKOSE SNI
In the matter between:
ETIENNE BEDEKER N.O. First Applicant
WOLFGANG HACK Second Applicant
(Identity Number: 5[...])
and
UTOPIA PLACE (PTY) LIMITED First Respondent
(Registration Number: 1995/011755/07)
JOHAN LAURENS SCHNEIDER Second Respondent
(Identity Number: 5[...])
LIZELLE SCHNEIDER Third Respondent
(Identity Number: 7[...])
LEON WENTZEL Fourth Respondent
(Identity Number: 6[...])
REASONS
MOKOSE J
Introduction
[1] On 30 October 2025 I issued an order dismissing the application in respect of
the above matter with costs. The order states further that reasons would follow.
These are the reasons for that order.
[2] The applicants approach ed this court for an urgent interim order pending the
outcome of an action instituted in this court, where they claim restitution of their
shares in the first respondent. The purpose of the interim interdictory relief sought is
to have the proceeds of the sale of the first respondent’s properties that were
transferred on 25 September 2025 , be held in trust pending finalisation of the
abovementioned matter.
[3] The application was opposed by the first respondent on the basis that the
matter is not urgent, and further that the application should be dismissed with costs
as the applicants do not have locus standi in respect of the relief sought.
Brief Facts
[4] The first applicant, who is cited in his nominal capacity as the executor in the
estate of the late Glynn Ward Crawford , asserts that the late Crawford was a
shareholder in the first respondent. The second applicant also alleges that he was a
shareholder in the first respondent. They both claim restitution of the shares sold by
them in 2013 by means of an action instituted in September 2025.
[5] The immovable property in question was registered in the name of the first
respondent but has since been transferred into the name of a third party. The largest
tranche of the proceeds of sale has already been paid to the first respondent , the
balance being payable in tranches of R1 000 000,00 with effect from 30 October
2025. In its answering affidavit, the first respondent avers that the largest tranche of
the proceeds has already been disposed of by way of payments to different
companies which the applicants allege were not shareholders of the company. The
applicants therefore aver that as they ought to be shareholders, they possess a
prima facie right in the revenue and assets of the first respondent which is now being
squandered despite a pending action.
Urgency
[6] The applicants contend that the matter is urgent in view of the fact that the
largest tranche of the proceeds of sale had already been dissipated and there were
payments for the balance which were due and payable which needed to be
protected. The applicants contend that as soon as they had knowledge of the sale
and transfer of the immovable property, they leap t into action and demanded an
undertaking from the respondents. The respondents failed to revert to them, and
this is what triggered the urgency.
[7] The first respondent denies that the matter is urgent. It avers that the
applicants failed to timeously launch the application although it had threatened to do
so two months prior. They had not indicated in their papers the reason for the delay
in launching the application.
[8] The first respondent referred the court to the letter received from Etienne
Bedeker Inc dated 8 August 2025 to the first respondent’s attorneys of record,
Hartzenberg Inc in which the following is recorded:
“It has come to our attention that your client is of the intention, or in the alternative
already in the process of, alienating the properties situated at Portion 3[...], Farm
number 3[...], The Willows, and Portion 3[...], Farm number 3[...], The Willows,
currently registered in the name of Utopia Place (Pty) Ltd in which company the
Estate of the late Glynn Ward Crawford holds 33% shareholding.
We herewith request a written undertaking from your client, by no later than close of
business on 12 August 2025, that your client shall refrain from alienating the
abovementioned properties, alternatively, should the property already be sold, that
abovementioned properties, alternatively, should the property already be sold, that
the proceeds of the sale be held in trust pending the finalisation of the
abovementioned matter. Should we not receive the undertaking as mentioned
above, we shall attend to an urgent application for an anti -dissipatory relief, costs of
which will be prayed for against your client on a punitive scale.”
[9] The first respondent responded on 12 August 2025 denying any knowledge of
the sale of the property and averred further that they had asked their client
information pertaining thereto and a copy of the offer to purchase. The letter
continued as follows:
“We have had the opportunity to discuss this with Mr Johan Schneider, who then
referred me to Mr Leon Wentzel, who indicated that he was going to Germany, but
that the transfer of the property would be done by the attorneys of the purchase of
the property and that the sale and transfer of the property is not imminent as far as
we understand.
However, writer hereof has no further instructions or information or knowledge of the
transaction and we also do not have a copy of the offer to purchase in our
possession to be able to provide it to you and assist you in this regard and we
therefore cannot provide you with any undertaking and for as far as service of
documentation on Mr Johan Schneider is required, we consent thereto that any such
documents may be served at our offices herein.”
[10] A court is obliged in its determination of urgency to interrogate the allegations
of the parties in the papers and decide whether the matter should be heard on an
urgent basis. In terms of Rule 6(12)(b) of the Uniform Rules of Court a party seeking
urgent relief must set out explicitly in its affidavit, the circumstances which render the
matter urgent with full and proper particularity and must also set out the reason why
he or she would not be afforded redress at a later date.
[11] The test for urgency in application s was enunciated in the case of East Rock
Trading 7 (Pty) Limited and Another v Eagle Valley Granite (Pty) Limited and Others1
. An applicant needs to say why he will be afforded substantial redress in due
course. The applicant needs to demonstrate to the court that should the matter
proceed in the normal course of legal proceedings, he will not obtain effective relief.
proceed in the normal course of legal proceedings, he will not obtain effective relief.
Furthermore, he needs to explain the reason for the delay in launching the
application where there is such delay.
1 [2011] ZAGPJHC 163 (23 September 2011)
[12] The applicants contend that as soon as they became aware of the fact that
their sale of shares agreement in the first respondent was null and void, they
consulted an attorney to dra ft summons for the restitution of their shareholding
positions. It was at this time that they were made aware that there was an offer to
purchase pertaining to the immovable property of the first respondent and they then
instructed their attorneys of record to make the enquiries as stated above . The
applicants contend further that the response received from the first respondent’s
attorneys of the 12 August 2025 that the transfer was not imminent was not true and
was misleading as it was transferred shortly thereafter. On 15 October and by pure
chance, they ascertained from an heir in the estate of the deceased , that the
property had been transferred and registration of the transfer had taken place on 25
September 2025. When they were unsuccessful in resolving the matter with the first
respondent’s attorneys pertaining to the proceeds of sale, they launched th is urgent
application. The applicant s contend further that it was during this telephone
conversation that they ascertained that the largest part of the proceeds had been
transferred directly to the first respondent and that the balance was due to be paid in
monthly instalments with effect from 30 October 2025. The applicants contend that
the urgency lies in the reasonable fear that the first respondent and its directors
would dissipate the proceeds of sale and no proceeds w ould be left as they are not
privy to the financial health or commitments of the first respondent. Accordingly, they
would be substantially prejudice d if the court was not inclined to grant the order
sought.
[13] I have noted in the letter from the applicants’ attorneys that a date of 12
August 2025 was given as the date by which the first respondent should have
undertaken to refrain from alienating the properties. I note further that the first
undertaken to refrain from alienating the properties. I note further that the first
respondent’s response to the letter was that they had no information with regards to
the sale of the property and that they did not have a copy of the offer to purchase. In
his submissions counsel for the applicant s contended that owing to the letter
received from the first respondent’s attorneys, they were assured that the sale and
transfer were not imminent. I disagree with this.
[14] Firstly one needs to look at the letter first dealing with the issue of the
alienation of property. It starts off with:
“It has come to our attention that your client is of the intention , or in the alternative
already in the process of, alienating…..”
The letter demands an undertaking by 12 August 2025 failing which an urgent
application for anti-dissipatory relief together with costs would be sought.
[15] Then the response should be looked at in its totality. The first respondent’s
attorneys first indicate their lack of knowledge of the transaction and that they are not
in receipt of the offer to purchase. They then say that according to their
understanding, the sale and transfer is not imminent. I also note that an invitation is
made to serve documents on their offices for Mr Johan Schneider . If the matter was
so urgent, it is then expected that immediately it came to the attention of the
applicants of an impending sale , they would have launched the application. That
would have been on or shortly after 12 August 2025. They already had knowledge
that there was an impending sale . No explanation is given to the court for the lapse
in time being from 12 August to when the application was actually launched other
than saying that they were informed that the sale and transfer were not imminent .
Accordingly, I am of the view that urgency is self -created and as such, I am of the
view that the matter shoul d be struck for lack of urgency. However, as I have
considered the facts of the case, I deem it necessary to deal with the merits of the
matter.
[16] It is common cause that the applicants are former shareholders in the first
respondent, that being so until 1 July 2013 in respect of the first applicant and 1
March 2013 in respect of the second applicant. This is evident from the share
certificates filed as annexures of the first respondent’s answering affidavit.
[17] However, the applicants contend that they have a prima facie right to the
shareholding of the first respondent as the sale of shares agreement concluded by
shareholding of the first respondent as the sale of shares agreement concluded by
them was void ab initio. Furthermore, the applicants contend that upon the
launching of the action claiming restitution of the shares, they have a prima facie
right that the first respondent’s assets should not be dissipated whilst the action for
the restitution of the shares is pending. Should the court not grant the interdict, and
the assets dissipated whilst the action is pending , they will obtain shares in a
worthless entity.
[18] Shares in a company are transferred by cession . Such transfer is
accomplished by means of an agreement of transfer between a cedant and
cessionary where there is an intention by the cedant to transfer the right to the
cessionary. The agreement of transfer may coincide with or be preceded by a justa
causa such as an agreement of sale or even contract of exchange or donation.2 This
list is not exhaustive. This position was followed in the matter of Botha v Fick 1995
(2) SA 750 (A) at page 762 A-C. I agree with the position of the first respondent that
the applicants are not shareholders in the company as the shares had already been
transferred.
[19] Furthermore, a cursory look at the share register indicates that the shares
were transferred on the dates specified above and that the applicants are not owners
of any shares in the company . This is prima facie proof of its contents. Whilst it is
common cause that the sale of shares agreements is null and void, the transfer
agreements effectively resulted in ownership of the shares passing. Accordingly, the
applicants’ contentions and reliance on being the de facto shareholders of the first
respondent is misplaced.
[20] Accordingly, I am of the view that the applicants have no standing in law to
seek the relief sought in the application. This is dispositive of the matter.
Order
[21] The order granted is as follows:
The application is dismissed with costs on Scale “C” inclusive of the cost consequent
upon the employment of two counsel.
SNI MOKOSE J
Judge of the High Court
of South Africa, Gauteng Division
Pretoria
22 Johnson v Incorporated General Insurances Ltd 1983 (1) SA 318 (A) at p331G - H
For the Applicant: Adv L van Gass
On instructions of: SD Nel Attorneys
For the Respondent: Adv GF Heyns SC
Adv M Jacobs
On instructions of: Hartzenberg Inc
Date of Hearing: 30 October 2025
Date of Reasons: 17 November 2025