SAFLII Note: Certain personal/private details of parties or witnesses have been redacted from this document
in compliance with the law and SAFLII Policy
IN THE HIGH COURT OF SOUTH AFRICA
EASTERN CIRCUIT LOCAL DIVISION, GEORGE
JUDGMENT
Case Number: 318/2025
In the matter between:
LINDA JOUBERT APPLICANT
(ID NO.: 7[...])
And
SIDETRACK INVESTRA 8 (PTY) LTD FIRST RESPONDENT
(REG NO.: 2008/018666/07)
GEZINA SUSANNA BRITTZ N.O. SECOND RESPONDENT
(ID NO.: 8[...])
And
SPEARHEAD SALES (PTY) LTD INTERVENING PARTY
(REG NO.: 2016/465449/07)
Neutral citation: Linda Joubert v Sidetrack Investra 8 (Pty)(Ltd & Others
(Case no 16845/18) [2026] ZAWCHC ___ (27/03/2026)
Coram: GOLIATH, DJP
Heard: 03 February 2026
Delivered: 27 March 2026
_________________________________________________________________________
ORDER
________________________________________________________________
1. The application is dismissed with costs.
________________________________________________________________
JUDGMENT DELIVERED ELECTRONICALLY ON 27 MARCH 2026
__________________________________________________________________________________
GOLIATH, DJP
[1] In this application the applicant, as the purchaser, seeks an order for specific
performance against the r espondents to comply with the terms of a purchase
agreement entered into by the parties in respect of immovable property known as
portion 40 (A portion of Portion 4) of the fa rm Moordkuyl 38, Western Cape .
Applicant seeks an order directing the Sheriff of Mossel Bay to undersign all the
necessary transfer documents on behalf of the respondents in order to give effect to
the transfer of the immovable property in question, as the respondents have refused
to sign same.
[2] On 30 April 2025 the applicant and first respondent entered into a written
agreement of sale in respect of the property. The three-page agreement is headed
“OFFER TO PURCHASE” and provides as follows:
“[1] Option
The seller hereby grants an option to the Purchasers to purchase the
mentioned property from Sidetrack Invest ra 8 (Pty) Ltd (Reg
2008/018666/07).
[2] Option period
The option is granted for a period ending 30 May 2025.
The option must be exercised in writing by the Purchasers to the Seller
by email before expiry of the option period.
By exercising of the option, a Deed of Sale will come into effect
between the Parties on the terms and conditions as set out below.
[6] Renting
The Purchaser agrees to the Seller’s request to rent a 1.2-ha piece.
The Purchaser accepts the current rates for water and electricity supply
to the 1.2-ha piece, with the seller bearing all costs to ensure sufficient
delivery.”
[3] The purchase price of the property is the sum of R3 million, and the offer was
subject to the approval of a mortgage bond. At the time of signing the agreement, the
applicant was already occupying the property and operating a rehabilitation centre
on the p remises. It is common cause that in terms of th e of the agreement first
respondent granted the applicant an option to purchase the property from the first
respondent, which option had to be exercised on or before 30 May 2025.
[4] On 12 May 2025 applicant obtained a bond from Absa Bank. However, o n
7 May 2025, when the bond was conditionally approved by Absa Bank, applicant
addressed an email to respondent following an incident which had occurred on the
property on 27 April 2025. A firearm was discharged by Mr Britz, and on 4 May 2025
Mr Britz confronted one of the managers at the rehabilitation centre and accused him
of making a noise on the property.
[5] On 7 May 2025 the applicant, through Mr Lukas Swart addressed an email to
Mr Britz and informed respondents as follows:
5.1. The proposal that the subdivision of 1.2 hectares identified for rental by
the seller to be retained by the seller for personal development and
business activities, is no longer acceptable and will not form part of the
final agreement.
5.2. Directed that all tenants on the property vacate the premises at the
sellers’ costs prior to registration of transfer.
5.3. That applicant issued an instr uction to their conveyance r to proceed
with the transfer once written confirmation is received from and an
agreement is reached that:
5.3.1. The full 8.5653 hectares will be transferred with no subdivision
or right of retention by the seller.
5.3.2. the property must be fully vacated by all tenants.
5.3.3. there will be no future claim, right of access, residence or
occupation retained by the seller or Sidetrack Investra 8 (Pty)
Ltd after transfer.
[6] Applicant attributed these demands to the repeated unpleasant incidents,
aggressive behaviour and alcohol abuse, including the altercation with the manager
of the rehabilitation centre. The applicant averred that the letter addressed to the
respondents on 7 May 2025 was not an attempt to amend the terms of the
agreement but merely a proposal or suggestion to avoid the continued occupation of
the property by second respondent (Mr Britz) on the premises since the rehabilitation
centre promotes sober habits which did not align with the conduct of Mr Britz.
[7] Applicant submitted further that the correspondence of 7 May 2025 was
between parties who were not signatories to the agreement namely Mr Britz and Mr
Swarts. Furthermore, Mr Britz is not a director of first respondent and had no
authority to act on their behalf. Resultantly, the agreement entered into between the
parties were not adversely affected by the email and the terms of the agreement
remained intact.
[8] Significantly, in the letter the applicant expressed the view that the “ revised
offer is fair and reflects the challenges currently faced on the property ”. The email
ended by informing respondents if they agree to these conditions, the legal
representative will be instructed to proceed with the transfer proces s immediatel y.
Following the proposal to revise the terms of the agreement, the parties engaged
each other and ultimately failed to find common ground.
[9] It appears that following further negotiations an offer was made to increase
the purchase price to R3.8 million, but no written agreement was entered into.
Subsequently, appl icant expressed her intention to proceed with the transfer and
instructed the conveyancer to proceed with the drafting of transfer documents. A
letter of demand was sent to the respondents demanding that they sign the transfer
documents by 10 June 2025. Respondents refused to sign the documents.
[10] Respondents conceded that an agreement was entered into between the
parties, in terms whereof the applicant was granted an o ption to purchase the
property. The option had to be exercised by 3 0 May 2025. Respondents stated that
applicant had failed to exercise the option clearly and unconditionally in accordance
with the original option agreement.
[11] Respondents submitted that the email dated 7 May 2025 sought to
“renegotiate” the terms of the option agreement by inter alia removing the lease back
of the 1.2-hectare portion to the first respondent from the option agreement.
Respondents noted that the applicant’s attempt to alter a fundamental term in the
agreement, amounted to a counteroffer, which by its nature, is not an exercise of the
option. Respondents further argued that the applicant had failed to exercise the
option in writing on or before 30 May 2025 and as a result the option agreement
lapsed. Consequently, no valid and enforceable agreement for the sale and transfer
of the property, on the original terms, came into existence between the parties.
[12] Applicant denied that she had revised the terms of the agreement since no
amendments were agreed upon in writing. Applicant further stated that she did not
refuse to honour the provisions of the agreement regarding the lease portion of the
property to the first respondent. The applicant contended that she had complied with
all the terms of the agreement and first respondent has no valid legal basis to refuse
to give effect to the agreement and effect transfer of the property to applicant.
[13] Following the impasse arising from the email dated 7 May 2025, first
respondent sold the property to a third party, Spearhead Sales (Pty) Ltd
(‘Spearhead”). On 21 May 2025, first respondent accepted an offer to purchase the
property from Spearhead fo r the sum of R4.4 million. The Court reluctantly granted
Spearhead leave to intervene , subject to no co sts order being granted in the
application for leave to intervene. Spearhead essentially made common cause with
the submissions of the respondents and argued that the applicant had failed to
exercise the option in writing as prescribed in the agreement. It was contended that
Spearhead lawfully purchased the property from respondents after the option period
had expired.
[14] I am in agreement with the respondents’ contention that essential terms and
conditions of the agreement were vague, confusing and open to different
interpretations, more particularly the clause relating to the renting of 1.2 hectares
which became a central feature in the renegotiations. Notwithstanding the vague and
confusing nature of the agreement, the provisions regarding an option which had to
be exercised by 30 May 2025 by giving notice in writing, are clearly and
unequivocally provided for in the agreement.
[15] The court is required to apply the principles of the interpretation of documents
as outlined in Natal Joint Municipal Pension Fund v Endumeni Municipality 1
since the process of interpretation is a unitary and objective exercise that have due
regard to the text, context and purpose of the document or instruments being
1 2012 (4) SA 593 (SCA) at para 18
interpreted. Having regard to the context provided by reading the particular provision
or provisions i n the light of the document as a whole and the circumstances
attendant upon its coming into existence , I am satisfied that there is nothing
inconsistent or ambiguous in the provisions of clause 2. This provision is crucial in
the determination of this matter.
[16] The main issue to be decided in this matter is therefore whether the applicant
had complied with all the terms of the agreement and lawfully exercised her option in
terms of the agreement. The position in respect of an option was succinctly set out
as follows in Hirschowitz v Moolman and Others2 :
“Now, the grant by an owner of property of an option to purchase the property
amounts in law to an offer to the grantee of the option to sell the property to
him and an agreement to keep that offer open for a certain period. The
grantee acquires the right to accept the offer at any time during the stipulated
period and, if he does so, a contract of purchase and sale immediately comes
about.”
[17] An option to buy land concerns a transaction relating to a future sale of land
and “ is in essence an offer coupled with an agreement to keep it open for a certain
period”3 As such, as a bare minimum the option must include the description of the
land and the purchase pri ce and must be in writing. The option must also be
accepted and exercised in the terms of the written agreement. The exercise of the
option is thus the juristic act that perfects the sale and must be exercised in clear
and unequivocal terms.4 Until that act occurs in accordance with the terms of the
option, no sale exists in law. Where a mode and time for the exercise of an option
2 1985 (3) SA 739 (A) at 763B-C:
3 ((Hersch v Nel 1948 (3) SA 686 (A) at 695; Venter v Birchholtz 1972 (1) SA 276 (A) at 283D -
284B)
4 Boerne v Harris 1949 (1) SA 793 (A).
are prescribed, compliance is peremptory and absent valid exercise, there is no
reciprocal contract and nothing capable of enforcement.
[18] In paragraph 5.5 and 5.6 of the applicant’s founding papers the applicant
stated that Mr Swart’s letter of 7 May 2025 was “an attempt to renegotiate the
provision in the agreement” and thereafter Mr Britz responded to the email and
“attempted to renegotiate the “entire agreement.” On the applicant’s own version
when these efforts failed, she decided to proceed with the transa ction as initially
intended. Significantly, the applicant con ceded that the letter was an attempt to
“renegotiate” the terms, which essentially means that there was no longer a meeting
of the minds in respect of the terms of the original agreement.
[19] However, the issue is not the existence of the agreement and whether there
was in fact an attempt to revise the agreement, but rather whether the option was
lawfully exercised to constitute a binding agreement between the parties . The
agreement was concluded on 30 April 2025. The option was granted for a fixed
period ending on 30 May 2025. The agreement prescribed that the option had to be
exercised in writing by email before expiry. The agreement expressly recorded that
only upon the exercise of the option would a deed of sale come to effect.
[20] It is evident that no written notice was given on or before 30 May 2025 and as
a result the option agreement had lapsed. Despite the attempted renegotiations to
amend the terms of the agreement, the applicant never exercised the option in terms
of clause 2 of the agreement. Applicant’s contention that the “renegotiation letter”
constituted the exercise of an option cannot be sustained. Thus, I find that by not
exercising the option timeously in writing, the agreement had lapsed.
[21] It is trite that costs fall within the general discretion of the Court and that
unless exceptional or unusual circumstances exist, costs normally follow the result.
Both Counsel submitted that costs should follow the result . I am in agreement that
this approach is fair, reasonable and justified under the circumstances.
[22] In the result the following order is made:
The application is dismissed with costs.
_______________________________________
DEPUTY JUDGE PRESIDENT GOLIATH
Appearances
CARLOS FRADE
Attorney for Applicant
Frade Attorneys
30 Wassenaar Street
Mossel Bay
6506
Tel: 082 924 3221
Email: fradeattorneys@gmail.com
C/O J.C. Van Der Berg Attorneys
Room 103
100 York Street
George
6530
Tel: 044 873 0818
ADV D BADENHORST
Lamprecht Attorneys
Attorneys for Respondents
C/O JDC Attorneys
14a Reghoek Street
Bergsig
George
6529
Tel: 078 539 6230
Email: johan@jdcattorneys.co.za
ADV DL VAN DER MERWE
Thinus Johannes Louw
Attorney for Intervening Party
Raubenheimers Incorporated
60 Cathedral Street
George
6529
Tel: 044 873 2043
Email: sura@raubenheimers.co.za