IN THE HIGH COURT OF SOUTH AFRICA
GAUTENG DIVISION, PRETORIA
CASE NO: 2024/037099
In the matter between:
JACOBUS CORNELIUS REYNEKE Applicant
And
WILLIAM OLIVER GRAHAM N.O. First Respondent
ANNAMEY GRAHAM N.O. Second Respondent
HERMANUS ALBERTUS DU TOIT N.O. Third Respondent
DELETE WHICHEVER IS NOT APPLICABLE
(1) REPORTABLE: NO
(2) OF INTEREST TO OTHER JUDGES: NO
(3) REVISED.
(4) Date: 19 February 2026
Signature: __
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In re:
WILLIAM OLIVER GRAHAM N.O. First Applicant
ANNAMEY GRAHAM N.O. Second Applicant
HERMANUS ALBERTUS DU TOIT N.O. Third Applicant
And
SAILING PUPPY (PTY) LTD First Respondent
JACOBUS CORNELIUS REYNEKE Second Respondent
JUDGMENT
NYATHI J
A. INTRODUCTION
[1] This is my judgment on the Applicant’s (“Reyneke”) application for leave to appeal
against the whole of the judgment and order delivered on 20 May 2025. In that
judgment, the Court granted relief in terms of s 61(12) of the Companies Act 71 of
2008 (“the Act”), directing the First Respondent in the main application, Sailing Puppy
(Pty) Ltd (“Sailing Puppy”), to convene a shareholders’ meeting pursuant to the written
demand made under s 61(3) by the Rodzina Carbonile Trust (“the Trust”), and
appointed an independent chair to preside over that meeting.
[2] The application for leave to appeal is brought on the basis that the Court:
(i) entertained motion proceedings despite allegedly foreseeable disputes of fact,
(ii) misapplied Plascon‑Evans,
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(iii) assumed shareholder status in the Trust without deciding it, and
(iv) failed to grapple with written loan agreements that, on Reyneke ’s case,
demonstrate a pledge rather than a transfer of ownership of shares. These
submissions appear from the Applicant’s written heads in support of leave.
[3] The Trust opposes the application, contending that no genuine dispute of fact
exists on the central issue of share ownership; that Reyneke’s version is, on the
papers, palpably untrue and properly rejected on motion; and that the statutory test in
s 1 7(1) of the Superior Courts Act 10 of 2013 (“the SCA Act”) is not met. These
contentions appear from the Trust’s heads resisting leave.
B. The Governing Test
[4] Leave to appeal may be granted only if the Court is of the opinion that (i) the appeal
would have a reasonable prospect of success, or (ii) there is some other compelling
reason why it should be heard. See s 17(1)(a) of the SCA Act and the authorities that
emphasise the heightened threshold.
[5] The Supreme Court of Appeal has explained that the test requires a “dispassionate
decision based on the facts and the law that a court of appeal could reasonably arrive
at a conclusion different to that of the trial court”. Prospects must not be remote; there
must be a sound, rational basis to think the appeal would succeed. The Trust’s heads
collect these authorities, including Ramakatsa v ANC,1 MEC for Health, EC v Mkhitha2,
and Mont Chevaux Trust3.
1 Ramakatsa and Others v African National Congress and Others 2021 JOL 4993 (SCA)
2 MEC for Health, Eastern Cape v Mkhitha and Another (1221/2015) [2016] ZASCA 176 (25 November 2016)
3 Goosen and 18 Others v Mont Chevaux (148/2015) [2017] ZASCA 89 (6 June 2017)
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C. Issues Raised
[6] The proposed grounds of appeal coalesce around four themes:
6.1 Whether this Court erred in entertaining the application on motion given
alleged, foreseeable disputes of fact (invoking Room Hire4).
6.2 Whether the Court misapplied Plascon‑Evans5 in rejecting the Applicant’s
version on paper.
6.3 Whether the Court assumed, rather than decided, that the Trust is the sole
shareholder of Sailing Puppy.
6.4 Whether the loan agreements (July and September 2020) and alleged pledge
created a coherent defence precluding final relief.
[7] The Trust contends that the extensive, contemporaneous documentary record —
much of it authored by or emanating from the Applicant or the incorpora tor —
objectively establishes that, with effect from 15 October 2019, the Trust was the holder
of all 100 issued shares; that copies of the executed CM42 and Share Certificate no.
2 were circulated and retained from March 2020; and that the later “pledge” thesis is
not only unsupported by contemporaneous documentation, but is inconsistent with
how a pledge of certificated shares lawfully operates.
4 Room Hire Co (Pty) Ltd v Jeppe Street Mansions (Pty) Ltd 1949 (3) SA1155 (T).
5 Plascon-Evans Paints Ltd v Van Riebeeck Paints (Pty) Ltd 1984 (3) SA 623 (A).
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D. Brief Recapitulation of Salient Facts from the Record
[8] The judgment of 20 May 2025 recorded, inter alia, that: - The Trust demanded a
meeting under s 61(3) on 12 March 2024 to consider a resolution under s 71 to remove
Reyneke as director. - WPR (the incorporator) prepared, on instruction, the CM42
transferring the 100 shares to the Trust dated 15 October 2019, together with Share
Certificate no. 2 issued to the Trust as “registered proprietor of 100 Ordinary Par Value
Fully Paid Shares”. These documents were shared and retained in March 2020. -
When the Trust’s s 61(3) demand issued, Reyneke for the first time asserted that he,
not the Trust, was the sole shareholder; his attorneys recorded this position on 18
March 2024.
[9] The Trust’s opposing heads amplify the chronology via emails from 30 January
2020 to 12 March 2020 (including Reyneke’s own instructions to WPR to date the
transfer 15 October 2019, and his subsequent transmittal of the share documents), as
well as lat er confirmations from WPR in February 2023 identifying the Trust as the
100% shareholder. They also address the genesis of the 2020 “loan agreement”
templates (said to have been generated for bank/regulatory KYC documentation), and
explain why they do not, textually or contextually, dislodge the earlier transfer.
[10] The Applicant’s heads press the contrary view: that the Court treated the Trust as
shareholder “as a premise”, failed to decide the ownership dispute, and that on
Plascon‑Evans the Court was bound to accept his version that the documents were
delivered as part of a pledge for security under the later loan agreements. They also
invoke Room Hire to submit the matter ought not to have proceeded on motion.
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E. Analysis
E1. The procedural posture and Plascon‑Evans
[11] The order granted was final in form and rested on the Court’s assessment of the
affidavits and the undisputed documentary trail. Motion proceedings may result in final
relief where, applying Plascon‑Evans, the respondnt’s averments (to the extent
admitted by the applicant) together with the applicant’s version justify the order, unless
the applicant’s version is so far ‑fetched, clearly untenable, or fanciful that it can be
rejected on the papers. Both sets of leave heads engage with these principles.
[12] In rejecting Reyneke’s version at first instance, the Court set out the documents
he himself generated or transmitted in February –March 2020, demonstrating an
intention to (and the fact of) transferring the 100 shares to the Trust with effect from
15 October 2019, and the subsequent circulation of the executed CM42 and Share
Certificate no. 2. The leave record discloses no contemporaneous document
contradicting those steps or describing the arrangement as a pledge at the time of
transfer.
[13] On the contrary, the Trust’s opposing heads detail a consistent chronology from
January 2020 through March 2020, and further confirmatory exchanges in February
2023, in which WPR again identifies the Trust as 100% shareholder —drawing a
response from R eyneke not disputing that status, but instructing that it not be
communicated externally without co ‑approval. That correspondence is materially
inconsistent with the pleaded position that he “always” remained the sole shareholder
or that the Trust merely held security.
[14] The loan agreements dated 28 July 2020 and 22 September 2020, on which
Reyneke relies to ground a pledge narrative, post ‑date the transfer documents by
several months. Even accepting their existence at face value, they cannot
retrospectively convert an earlier executed transfer into a pledge; nor do they serve
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as clear, primary evidence of a pledge executed in accordance with law (which, as the
Trust points out, does not involve registering the shares into the pledgee’s name
absent default and realisation, and would ordinarily retain title in the pledgor with
delivery of the certificate and transfer form as security only). These are precisely the
points the Trust advances in resisting leave.
[15] In short, the “pledge” version must be assessed against an uncontested
documentary trail generated before those loan agreements existed. The record
discloses no contemporaneous minute, email, instruction to the incorporator, or board
record describing the Trust’s share certificate as a security device or reflecting that
ownership remained vested in Reyneke. On that footing, the Court’s original
conclusion—that Reyneke’s version was so inherently untenable on the papers as to
be rejected—does not reveal a reasonable prospect of being overturned on appeal.
E2. The “Room Hire” point
[16] Reliance on Room Hire assumes a foreseeable, genuine dispute of fact on a
material issue. The present papers reveal that the “dispute” arose only after the s 61(3)
demand, and that it is contradicted by the objective documents marshalled by the
Trust. The existence of a dispute, without more, is not dispositive; it must be real, bona
fide and not contrived. On the record summarised in the parties’ heads, the putative
dispute was appropriately assessed as not genuine in the Plascon‑Evans sense.
That assessment discloses no reasonable prospect of appellate interference.
E3. Alleged assumption of shareholder status
[17] It is said that the Court “assumed” the Trust ’s shareholder status rather than
deciding it. That submission is inconsistent with the reasoning and the material the
judgment canvassed: the Court referred to the transfer documentation, the chain of
custody of the share certificate, and the communications evidencing the state of affairs
custody of the share certificate, and the communications evidencing the state of affairs
as at March 2020 and again in February 2023. The Trust’s opposing heads tabulate
these materials. Far from bypassing the point, the Court determined it on the papers,
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concluding that the Trust was, and had been since 15 October 2019, the registered
holder of all issued shares. No reasonable prospect has been shown that an appellate
court would find that this was a mere assumption rather than a finding properly open
on the documents.
E4. Section 61(12) discretion
[18] Both sides cite authorities that courts are slow to intrude in management absent
special circumstances and a bona fide, proper purpose (e.g ., Yende v Orlando Coal
Distributors (Pty) Ltd 1961 (3) SA 314 (W) and CDH Invest v Petrotank [2018] 1 All
SA 450 (GJ)). The judgment found those special circumstances present —chiefly the
stalemate caused by Reyneke’s refusal to cooperate in convening the shareholders’
meeting, and the company’s best interests in enabling shareholders to exercise rights
under s 71. Nothing in the leave papers furnishes a compelling basis to conclude that
a court of appeal would hold that the discretion under s 61(12) was improperly
exercised on the proven facts.
F. Conclusion on Prospects
[19] Having carefully reconsidered the record, the grounds advanced in the Applicant’s
heads, and the answering submissions, I am not persuaded that another court would
come to a different conclusion. Nor has any compelling reason been demonstrated to
entertain an appeal in the interests of justice. The high ‑water mark of the application
rests on a belated and document ‑thin pledge narrative that is irreconcilable with the
earlier, contemporaneous record.
[20] Accordingly, the application fails to satisfy s 17(1) of the SCA Act.
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G. Order
[21] The following order is made:
1. The application for leave to appeal is dismissed.
2. The Applicant is ordered to pay the costs of th is application, including the costs of
senior counsel, such costs to be taxed on scale C.
_____ _
J.S. NYATHI
Judge of the High Court
Gauteng Division, Pretoria
Date of hearing: 19/09/2025
Date of Judgment: 19 February 2026
On behalf of the Applicants: Adv. AJP Els SC
With him: Adv JL Myburgh
Instructed by: Taljaard & De Oliveira
On behalf of the Respondents: Adv. N. Konstantinides SC
Duly instructed by: Van Hulsteyns Attorneys C/O Riaan Bosch Attorneys; Pretoria
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Delivery: This judgment was handed down electronically by circulation to the parties' legal
representatives by email and uploaded on the CaseLines electronic platform. The date for hand-
down is deemed to be 19 February 2026.