REPUBLIC OF SOUTH AFRICA
IN THE HIGH COURT OF SOUTH AFRICA
GAUTENG DIVISION, JOHANNESBURG
CASE NO: 2025-041775
DATE: 9 MARCH 2026
In the matter between:
SOUNDOLOGY (PTY) LIMITED t/a ICONS AV and ICONS SHOP Plaintiff
and
THE LOBBY ROOM (PTY) LIMITED t/a
ROCKETS MENLYN TIME SQUARE First Defendant
THE UNION RESTAURANT (PTY) LIMITED t/a
ROCKETS UMHLANGA DURBAN Second Defendant
ROCKETS BRYANSTON (PTY) LIMITED t/a
ROCKETS BRYANSTON Third Defendant
SEAN MATHEW BARBER Fourth Defendant
Neutral Citation: Soundology v The Lobby Room and 3 Others (2025 -041774)
[2026] ZAGPJHC --- (9 March 2026)
Coram: Adams J
Heard: 24 February 2026
Delivered: 9 March 2026 – This judgment was handed down electronically by
circulation to the par ties' representatives by email , by being
(1) NOT REPORTABLE
(2) NOT OF INTEREST TO OTHER JUDGES
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uploaded to CaseLines and by release to SAFLII. The date and time
for hand-down is deemed to be 10:30 on 9 March 2026.
Summary: Civil procedure – exceptions to particulars of claim – alleged by
defendants that the particulars of plaintiff’s claim lack averments necessary to
sustain a cause of action – also alleged that the particulars of claim contain
averments which are vague and embarrassing – claim based on oral agreement
for the supply, delivery and installation of goods – plaintiff alleges in particulars
of claim that all of the defendants concluded the agreement ‘collectively’ with the
plaintiff – this, defendants say, makes t he particulars excipiable – defendants
contend that particulars of claim do not disclose cause of action –
Held by the Court that it must be demonstrated that upon any construction of the
particulars, no cause of action is disclosed – in this matter it is pleaded simply
that the defendants, including the fourth defendant, have, as a group, concluded
the agreement for the supply, delivery and installation of material – therefore
pleaded that the defendants collectively accepted liability in terms of the contract
for any amounts payable to the plaintiff pursuant to the agreement – this means
that the particulars are not excipiable – other grounds on which exceptions raised
also rejected –
Defendants’ exceptions dismissed with costs.
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ORDER
(1) The first, second, third and fourth defendants’ exceptions to the plaintiff’s
particulars of claim fail and are dismissed, with costs.
(2) The first, second, third and fourth defendants, jointly and severally, the one
paying the other to be absolved, shall pay the plaintiff’s costs of the opposed
exception, including Counsel’s charges on scale ‘C’ as contemplated in
Uniform Rule of Court 67A(3), read with rule 69.
JUDGMENT
Adams J:
[1]. The parties shall be referred to as referred to in the main action, in which
the plaintiff (‘Soundology’) claims from the first, second, third and fourth
defendants (‘defendants’) an amount of R558 583.60, representing the balance
due and payable by the defendants in respect of goods sold, delivered and
installed at their special instance and request by the plaintiff during or about
November 2023, February, March, May and November 2024. The defendants,
as excipients, except to the particulars of plaintiff’s claim on the basis that it is
vague and embarrassing and do not disclose a cause of action. The plaintiff is
the respondent in this interlocutory exception application.
[2]. In its particulars of claim, it is alleged by the plaintiff that during or about
the aforementioned periods the p laintiff, represented by one Cliff Janit, and the
defendants, represented by fourth defendant, concluded an oral agreement (‘the
oral agreement’), the material express, alternatively implied, further alternatively
tacit terms of which are as follows:
‘8.1 Plaintiff would sell to the various defendants and install on their behalf the
equipment, which included audio visual equipment at the various trading premises
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of the first to third defendants and would also instal a TV screen at the premises of
the fourth defendant.
8.2 The plaintiff by agreement duly submitted five separate purchase orders to fourth
defendant on behalf of the first to third defendants and also one in his personal
capacity.
8.3 Copies of such order are annexed as PoC1 to Poc6 and include:
8.3.1 The order dated 15 November 2023 in the sum of R7 259 449.75;
8.3.2 The order dated 27 November 2023 in the sum of R3 467 767,50;
8.3.3 The order dated 29 February 20224 in the sum of R4 999;
8.3.4 The order dated 8 March 2024 in the sum of R20 930;
8.3.5 The order dated 2 May 2024 in the sum of R441 370;
8.3.6 The order dated 4 November 2024 in the sum of R194 580; and
8.3.7 The total of such order/s amounted to the sum of R11 389 096.25.’
[3]. The plaintiff furthermore pleads that, on numerous occasions subsequent
to receipt of the aforementioned orders, the fourth defendant orally and by means
of WhatsApp messages agreed to the purchase, acquisition and installation.
Such WhatsApp chain of messages is attached to the particulars of plaintiff’s
claim as ‘PoC7’ and , according to the plaintiff, evidence agreement that t he
defendants would effect payment of a deposit of an amount equivalent to 50% of
the agreed upon price. On delivery of the goods, so the plaintiff pleaded, t he
defendants would effect payment of an amount equivalent to 30% of the agreed
upon price, with the balance to be paid ‘ on completion of the store and once it
has launched and is epic’.
[4]. Importantly, the plaintiff pleads that t he defendants, presumably through
the agency of the fourth defendant, initially complied with their obligations and
effected payment of the 50% deposit , whereafter t he plaintiff, in turn, duly
complied with its obligations and delivered and installed the goods as reflected in
the orders referred to supra. Thereafter, so the particulars of claim read, ‘t he
various stores launched and such launch was epic’.
various stores launched and such launch was epic’.
[5]. In conclusion, the plaintiff pleads as follows:
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‘Despite complying with their obligations, the defendants have jointly failed to effect
payment to plaintiff in the combined sum of R558 583,60.’
[6]. On a very superficial reading of the particulars of plaintiff’s claim it is
abundantly clear to a reasonable reader with a mind willing to understand that
the plaintiff’s claim is against all four defendants, jointly and severally, for
payment of the amount claimed. This is so especially if one has regard to the
pleaded case that the first to the thi rd defendants, whilst being separate and
distinct legal entities, are closely and inextricably interrelated in that the fourth
respondent is a director of these legal entities in addition to being the ‘controlling
mind’ behind all of them. One therefore needs not stretch the pleaded case to
understand that the agreement pleaded can and should be interpreted to the
effect that the defendants, including the fourth defendant, have, as a group,
concluded the agreement for the material to be supplied, delivered and installed
and that they collectively accepted liability in terms of the contract for any
amounts payable to the plaintiff pursuant to the agreement.
[7]. The aforegoing view is supported by the communications between the
parties, which form part of the plaintiff’s pleaded case and which confirm that, at
no stage, did the defendants, especially the fourth defendant, understand that
separate agreements were concluded with each of the defendants in respect of
goods supplied to each separate defendant.
[8]. The defendants have raised exceptions to the particulars of plaintiff’s
claims, alleging firstly that it lacks averments necessary to sustain a cause of
action and, secondly, that the plaintiff’s particulars of claim contain averments
which are vague and embarrassing. There are number of grounds on which the
exceptions are based, some of which overlap to a lesser or greater extent. Those
grounds I set out in the paragraphs which follow.
grounds I set out in the paragraphs which follow.
[9]. However, before I consider the exceptions raised by the defendant s and
the grounds on which those exceptions are based, it is necessary to have a brief
overview of the applicable general principles relating to exceptions. These
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general principles, as gleaned from the case law and conveniently summarised
by this Court (per Meyer -Frawley J) in Merb (Pty) Ltd v Matthews 1, can be
summarised as follows.
[10]. In considering an exception that a pleading does not sustain a cause of
action, the court will accept, as true, the allegations pleaded by the plaintiff to
assess whether they disclose a cause of action. The object of an exception is not
to embarrass one’s opponent or to take advantage of a technical flaw, but to
dispose of the case or a portion thereof in an expeditious manner, or to protect
oneself against an embarrassment which is so serious as to merit the costs even
of an exception.
[11]. The purpose of an exception is to raise a substantive question of law which
may have the effect of settling the dispute between the parties. If the exception
is not taken for that purpose, an excipient should make out a very clear case
before it would be allowed to succeed. An excipient who alleges that a pleading
does not disclose a cause of action or a defence, must establish that, upon any
construction of the pleading, no cause of action or defence is disclosed.
[12]. An over -technical approach should be avoided because it destroys the
usefulness of the exception procedure, which is to weed out cases without legal
merit. Pleadings must be read as a whole and an exception cannot be taken to a
paragraph or a part of a pleading that is not self-contained. Minor blemishes and
insignificant embarrassments caused by a pleading can and should be cured by
further particulars.
[13]. Having said the aforegoing, however, exceptions are to be dealt with
sensibly since they provide a useful mechanism to weed out cases without legal
merit. An over -technical approach destroys their utility and insofar as
interpretational issues may arise, t he mere notional possibility that evidence of
1 Merb (Pty) Ltd v Matthews 2021 JDR 2889 (GJ).
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surrounding circumstances may influence the issue should not necessarily
operate to debar the Court from deciding an issue on exception.
[14]. That then brings me back to the grounds on which the defendant s base
their exceptions.
[15]. Firstly, the defendants contend that, in alleging that an oral agreement was
concluded between the parties during or about November 2023, February 2024,
March 2024, May 2024 and November 2024, the plaintiff fails to the plead, with
sufficient particularity, on which date the purported agreement was concluded
between the parties.
[16]. There is no merit in this contention. There is nothing vague or ambiguous
about an agreement having been concluded over an extended period of time. It
often happens that negotiations and discussions in reaching an agreement
proceed and continue on different days. Written confirmation of certain terms and
conditions governing a contractual relationship may occur on days subsequent to
the date on which the negotiations commenced, as was the case in casu.
[17]. I am therefore of the view that, contrary to what is contended on behalf of
the defendants, the plaintiff has complied with Uniform Rule of Court 18(6) in that
it pleaded that the oral agreement was concluded during the period mentioned.
There is no need for a party to specifically plead that a contract was concluded
on a particular date, especially not in the case of an oral agreement. Moreover, it
cannot possibly be suggested, as does the defendants in casu, that upon any
construction of the particulars of plaintiff’s claim, no cause of action is disclosed.
The simple point is that the plaintiff pleads that the defendants all agreed that the
plaintiff would supply, deliver and install goods to them, as a group, and that they,
again as a group, would be liable to the plaintiff for payment of the contract price.
[18]. The first ground on which the exceptions is based therefore falls to be
rejected.
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[19]. Secondly, the defendants contend that the plaintiff, in pleading that the
first, second and third defendants are independent, yet interrelated entities of the
Rocket Group , could not and should not have alleged, as it did, that the
defendants collectively entered into one agreement with the plaintiff. This
statement by the defendants needs only to be stated for it to be rejected. It cannot
possibly be that a group of persons cannot collectively conclude an agreement
with one other person. There is no merit in this ground of exception. The fact that
separate orders were issued to the individual defendants does not mean that
there was no agreement that they would all be collectively liable for the
indebtedness to the plaintiff. And that is especially so in view of the relationship
between them and the fourth respondent.
[20]. The same principle applies to the third ground, that being that, according
to the defendants, t he plaintiff could not and should not have pleaded that the
defendants have jointly failed to effect payment to the plaintiff of the amount of
R558 583.60, when it failed to plead, with sufficient particularity, the reason as to
why the defendants are allegedly jointly liable to the plaintiff for the amount
claimed. The simple point is that the defendants, so the particulars of plaintiff’s
claim can and should be interpreted, collectively agreed to accept liability for the
amount due to the plaintiff as a result of the contract which they entered into
jointly.
[21]. The aforegoing also address the fourth ground of the exception, that being
that the orders were issued to the first, second, third and fourth defendants
separately. This contention loses sight of the averment by the plaintiff that, in
terms of the oral agreement, irrespective of who the orders were issued to, all of
the defendants, as a group, accepted liability for any liability to the plaintiff arising
from the supply, delivery and installation of the goods.
from the supply, delivery and installation of the goods.
[22]. As for the fifth ground on which the exception is based, namely that the
fourth respondent as a natural person cannot, without more, be liable for debts of
his companies, the defendants miss the point completely. They contend that the
plaintiff has failed to state the basis on which the fourth defendant, in his capacity
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as a director of the first to third defendants, ought to be held liable jointly for the
debts of his companies with their separate legal personalities. The simple answer
is that it is pleaded by the plaintiff that the fourth defendant and his companies
agreed to such an arrangement. The particulars of claim can certainly be
interpreted in that way. And, as stated above, in considering an exception that a
pleading does not sustain a cause of action, the court will accept, as true, the
allegations pleaded by the plaintiff to assess whether they disclose a cause of
action.
[23]. I therefore conclude that the fifth ground of exception is without merit.
[24]. The sixth ground of objection to the particulars of plaintiff’s claim is to the
effect that the plaintiff first pleads an oral agreement and then later on in the
particulars of claim alludes to a chain of WhatsApp exchanges between the
plaintiff and the fourth defendant. This, so it is contended by the defendants,
mean that there is pleaded an oral agreement and a subsequent partly oral /
partly written agreement.
[25]. That is not how I interpret the WhatsApp exchanges, which, in my view,
simply confirms the details and the particulars relating to the agreement between
the parties. There are no two agreements. There are a number of occasions on
which the parties discuss the terms and conditions of the agreement, and that
does not change the fact that, as pleaded by the plaintiff, there is one agreement
for the supply and installation of the goods.
[26]. This complaint by the defendants is meritless, as is the seventh ground,
which is along similar lines.
[27]. Finally, the defendants contend that a further agreement is introduced by
the plaintiff’s particulars of claim, which relates to the period following the
defendants’ failure to effect payment of the balance of the contract price agreed
upon. To that end the plaintiff refers to correspondence between it and the fourth
upon. To that end the plaintiff refers to correspondence between it and the fourth
defendant in which attempts are made to resolve the dispute relating to the
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defendants’ failure to pay pursuant to the contract. How, I ask rhetorically, can it
be said that such discussions, as pleaded, allege a further agreement?
[28]. As I have indicated above, the particulars of claim can and should be
interpreted as setting out a case that an agreement was concluded between the
plaintiff and all of the defendants collectively. That, in my view, is a cause of action
which is sustainable.
[29]. The plaintiff's particulars of claim are therefore not vague and
embarrassing nor do they fail to disclose a cause of action. The main grounds on
which the defendants’ exceptions are based – that being that the plaintiff cannot
plead that the defendants ‘collectively’ entered into the agreement with plaintiff –
fall to be rejected as being without merit.
[30]. There is one other ground on which the defendants except to the
particulars of plaintiff’s claim and that relates to the allegation that the plaintiff
duly complied with its obligations and delivered and installed the goods as
reflected in the orders ‘and various stores launched, and such launch was epic ’.
The objection is to the effect that the defendants are unable to ascertain from the
particulars of claim the meaning of ‘epic’.
[31]. This objection has no merit. It can, in my view, safely be inferred that this
is an industry-specific term, which the parties are familiar with. It is a term of the
agreement that the launch is required to be ‘epic’, and, so the plaintiff pleads, that
was indeed the case. The plaintiff needs say no more. There is therefore nothing
vague or embarrassing about this part of the plaintiff’s pleaded case.
[32]. Lastly, the defendants, seemingly as an afterthought, take issue with the
manner in which the plaintiff pleads the amount claimed from the defendants. The
defendants contend that the plaintiff failed to quantify the said amount. This
contention is misdirec ted. The case on behalf of the plaintiff is simply that the
contention is misdirec ted. The case on behalf of the plaintiff is simply that the
amount claimed is the contract price less the amount paid by the defendants to it
pursuant to the agreement – it is a simple case of basic arithmetic. In any event,
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if there is a discrepancy between the amount claimed and the sum payable if
regard is had to the documentary evidence, then such a discrepancy cannot be
anything more than a ‘minor blemish’ or an ‘ insignificant embarrassment’ which
cannot possibly ground an exception.
[33]. In sum, I conclude that the particulars of plaintiff’s claim are neither vague
nor embarrassing. Read as a whole and properly interpreted, the particulars most
certainly contain averments which support a valid cause of action based in
contract.
[34]. The defendants’ exceptions therefore fall to be dismissed.
Costs
[35]. The general rule in matters of costs is that the successful party should be
given his costs, and this rule should not be departed from except where there are
good grounds for doing so, such as misconduct on the part of the successful party
or other exceptional circumstances. See: Myers v Abramson2.
[36]. I can think of no reason why I should deviate from this general rule in this
matter. I therefore intend granting costs in favour of the plaintiff against the
defendants.
Order
[37]. In the result, the order which I grant is as follows: -
(1) The first, second, third and fourth defendants’ exceptions to the plaintiff’s
particulars of claim fail and are dismissed, with costs.
(2) The first, second, third and fourth defendants, jointly and severally, the one
paying the other to be absolved, shall pay the plaintiff’s costs of the opposed
2 Myers v Abramson, 1951(3) SA 438 (C) at 455;
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HEARD ON: 24 February 2026
JUDGMENT DATE: 9 March 2026
FOR THE PLAINTIFF /
RESPONDENT: C Ascar
INSTRUCTED BY: Beder-Friedland Incorporated,
Illovo, Sandton
FOR THE DEFENDANT /
EXCIPIENT: A Whitaker
INSTRUCTED BY: HBG Schindlers Attorneys,
Melrose Arch, Johannesburg