REPUBLIC OF SOUTH AFRICA
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IN THE HIGH COURT OF SOUTH AFRICA
GAUTENG DIVISION, PRETORIA
CASE NO: A126/2023
(1) REPORTABLE: NO
(2) OF INTEREST TO OTHER JUDGES: NO
14
(: PcillO~ EVISED ..
DATE .,,,,_....., RE
In the matter between:
KEITH OPPERMAN
and
SHERYL DE KLERK N.O
ANTON OPPERMAN
RON SOE (PTY) LTD
EILEEN OPPERMAN
Appellant
First Respondent
Second respondent
Third respondent
Fourth respondent
1
This Judgment is handed down electronically and circulated to the parties' legal
representatives by email and shall be uploaded to Caselines. The date for hand-down is
deemed to be 14 April 2026.
JUDGMENT
MUNZHELELE J (MOKOSE J AND KEKANA AJ CONCURRING)
Introduction
[1] This appeal concerns the effect of the deregistration of the company, Ronsoe (Pty)
Ltd (hereinafter referred to as "Ronsoe"), as well as the applications for the
admission of further evidence during the appeal proceedings.
[2] The appeal is directed against the entire judgment and order delivered by
Matshitse AJ on 26 January 2022, in which the appellant's application in terms of
sections 163 and 165 of the Companies Act 71 of 2008 was dismissed. The appeal
on the merits will be heard, if need be, after the delivery of this judgment on the
interlocutory applications.
[3] The original application was launched on 25 September 2020, in which the
appellant sought leave to institute proceedings on behalf of the company, Ronsoe,
in which he previously held 25% shares. During the pendency of that application ,
Ronsoe was deregistered, notwithstanding that there had already been a court
order directing the reinstatement of the company. The intended action concerned
the proceeds derived from the sale of two immovable properties belonging to
Ronsoe. Those proceeds were paid to the fourth respondent following the death
of Mr Rona ld Opperman . allegedly to the detriment of Ronsoe and its
shareholders . Aggrieved by this situation, the appellant brought an application in
2
terms of sections 163 and 165 of the Companies Act 71 of 2008 ("the Act") seeking
leave to institute proceedings on behalf of Ronsoe, alleging that the payment of
the proceeds to the fourth respondent was prejudicial to the company.
[4] The court a quo dismissed the application, whereupon leave to appeal was sought
and dismissed. On petition, leave to appeal was granted to proceed before a Full
Court of this Court.
[5] In addition to pursuing the appeal, the appellant, Mr. Keith Opperman, has applied
for the admission of further evidence in the appeal proceedings. The First
Respondent opposes both the appeal and the application for the admission of
further evidence and brought a counter-application for admission of new evidence
in relation to the evidence of Mr Van der Laan regarding the dividend solution. The
Fourth Respondent likewise opposes the appeal and the admission of further
evidence and has raised the deregistration of Ronsoe (the Third Respondent) as
an issue requiring determination in the appeal. The contention is that, if Ronsoe
remained deregistered, the appeal would have no practical effect and would
therefore be academic.
[6] The parties to the appeal are the following:
• The Appellant: Mr. Keith Opperman, a son of the late Ronald Opperman, who
held a 25% share of Ronsoe.
• The First Respondent: Ms. Sheryl de Klerk, the executrix of the deceased
estate and an attorney, who opposes the appeal.
• The Second Respondent: Mr Anton Opperman, the appellant's brother, who
also held a 25% share of Ronsoe but is not actively participating in the appeal.
• The Third Respondent: Ronsoe, the company in question, which was
previously deregistered and later reinstated pursuant to a court order granted
in May 2020. Notwithstanding that order, the company remained deregistered
during the present appeal proceedings. It was only reinstated two days after
3
hearing the appeal, at which time the appellant became aware that the
company's continued deregistration could affect the outcome of the appeal.
• The Fourth Respondent: Ms. Eileen Opperman, the deceased's second wife,
to whom he was married out of community of property. She received the bulk
of the disputed proceeds as the beneficiary of a life insurance policy issued by
Liberty Life. She opposes the relief sought by the appellant.
Factual Background
The Company's Properties and Insurance Policy
[7] It is common cause that, prior to the deceased's diagnosis with Alzheimer 's
disease, he sold two immovable properties belonging to the company, namely the
Driefontein and Martin Mead properties. Thereafter, he withdrew an amount of
approximately R5 000 000 (five million rand) from Ronsoe and utilized those funds
to take out a life insurance policy in his own name, designating the fourth
respondent as the beneficiary.
[8] The appellant regarded this transaction as having been influenced by the fourth
respondent. However, there is no direct evidence on record to substantiate the
contention that the deceased acted under the influence of the fourth respondent
when he withdrew the funds from the company and invested them in the Liberty
Life policy in his own name. In this regard, the allegation remains speculative on
the part of the appellant.
[9] After it came to light that the proceeds belonging to Ronsoe had been appropriated
by the deceased for purposes of the life policy, attempts were made to resolve the
matter with the assistance of Mr Van der Laan, the company's auditor. A
shareholders' resolution was subsequently adopted and signed by the deceased,
both his sons, and the fourth respondent. The resolution recorded that the policy
would belong to the company, Ronsoe.
4
[10) On 7 May 2007, Liberty Life was accordingly instructed to amend the policy to
reflect Ronsoe as the owner of the policy. However, on 26 June 2007, the
deceased addressed a letter to Liberty Life retracting the earlier instruction of 7
May 2007. This letter has since become central to the appellant's proposed further
evidence. At the time, the existence of the letter itself was not in dispute; rather,
the concern arose from the deceased's decision to remain the owner of the policy
with Liberty Life. This development prompted the search for an alternative solution.
[11) During his evidence in subsequent trial proceedings , Mr Van der Laan explained
that once the deceased had retracted the instruction to Liberty Life, the initial
proposal to transfer ownership of the policy to the company could no longer be
implemented. As a result, a different arrangement was proposed. In terms of this
arrangement , the shareholders would treat the deceased's use of the proceeds as
a dividend declared and paid by Ronsoe to its shareholders. Furthermore , Mr. Van
der Laan's evidence was that all the shareholders, including the appellant , agreed
to this "dividend solution."
[12) As a consequence of this arrangement, the company was regarded as having no
remaining assets, liabilities, or ongoing activities. The shareholders did not oppose
the deregistration of the company, and Mr. Van der Laan proceeded to attend to its
deregistration . The deceased, Mr. Ronald Opperman , paid the associated tax
liability.
[13) Mr. Van der Laan further testified that the shareholders had finalized the
arrangement by 2009. Financial statements were accordingly prepared, and by
February 2009, had been substantially finalized , reflecting the declaration of
dividends. The records further reflected that certain amounts were due by Mr.
Ronald Richard Opperman to Anton Opperman and, by implication, also to the
appellant , Keith Opperman . This effectively brought the company's affairs to a
close.
appellant , Keith Opperman . This effectively brought the company's affairs to a
close.
[14) The company was thereafter deregistered in 2012. Liberty Life did not amend the
policy to reflect any change in ownership or beneficiary. Upon the death of the
deceased in 2017, the proceeds of the policy were paid to the fourth respondent.
5
Interlocutory applications and deregistration of the company.
[15] During the hearing of the appeal, the Full Court directed the parties to address two
preliminary issues, namely the deregistration of Ronsoe and the appellant's and
first respondent's applications for the admission of further evidence. As the time
allocated for the hearing of the appeal was limited, the parties agreed that the
merits of the appeal would only be argued after a ruling had been made, if
necessary, on these interlocutory issues. This agreement was subsequently made
an order of the court.
Admission of new evidence
Arguments by the Appellant
[16] In this regard, the appellant relies on the emergence of a document referred to as
Document "X", which came to light during separate trial proceedings involving the
same parties. Those proceedings concerned the validity of the deceased's 2007
and 2009 wills, which matter was before Mohamed AJ. The entire judgment
delivered in that matter is presently the subject of an appeal by the first and fourth
respondents . Leave to appeal to the Full Court was granted by the Supreme Court
of Appeal, and that appeal remains pending.
[17] Document "X" was allegedly produced in support of the fourth respondent's
contention that the deceased possessed the mental capacity to compose, write,
and sign the letter addressed to Liberty Life on 26 June 2007. The appellant
disputes that the deceased was the author of Document "X", which is connected
to the letter sent to Liberty Life on 26 June 2007.
[18) The appellant accordingly contends that Document "X" constitutes evidence which
ougnt to be admitted in the present appeal, on the basis that it is closely linked to
the subject matter of this appeal.
6
[19] The appellant relies on section 19 of the Superior Courts Act 10 of 2013, which
empowers a court sitting as a court of appeal to receive further evidence. He further
relies on the three requirements formulated by the Supreme Court of Appeal in St.
Clair Moor and Another v Tongaat-Hu/ett Pension Fund and Others 2019 (3) SA
465 (SCA) at paragraph 36, which was quoted with approval in the case of S v De
Jager 1965 (2) SA 612 (A) at 613C-D. In terms of these authorities, an applicant
seeking the admission of further evidence on appeal must establish the following
requirements:
1. a reasonably sufficient explanation as to why the evidence was not led in the
court a quo;
2. a prima facie likelihood of the truth of the evidence sought to be introduced;
and
3. that the evidence is materially relevant to the outcome of the case.
[20] In relation to the first requirement, namely the failure to lead the evidence earlier,
the appellant contends that the evidence already existed at the time of the original
application instituted in 2020. The evidence is "new" not because it came into
existence thereafter, but because the appellant was unaware of its existence. The
appellant attributes this lack of knowledge to the fact that the evidence was in the
possession of the fourth respondent, Ms. Eileen Opperman, and was not
previously disclosed to him.
[21] Regarding the second requirement , namely the prima facie truth of the evidence,
the appellant submits that none of the respondents has challenged the credibility
or authenticity of the proposed new evidence. Furthermore, no contradictory expert
evidence has been produced to challenge the findings of the handwriting expert,
Brigadier Hattingh. According to the expert report, the deceased did not author
Document "X", and the fourth respondent also did not draft the document. It was
drafted by a third person. The appellant therefore argues that the respondents'
drafted by a third person. The appellant therefore argues that the respondents'
failur G to c haJl gng ,;, the e >lpG rt e vid ence indic ates acce pta ncG of its correctness,
and that the truthfulness of the proposed evidence is effectively uncontested.
7
[22] With regard to the third requirement, namely the material relevance of the evidence
to the outcome of the case, the appellant submits that the evidence relates directly
to a material dispute that arose in the original application. In his founding affidavit
in the court a qua, the appellant stated under oath that he did not believe that his
father had the mental capacity to compose the letter dated 26 June 2007
addressed to Liberty Life. He further alleged that the letter had effectively been
drafted and dispatched by Ms. Eileen Opperman.
[23] The fourth respondent expressly denied this allegation and maintained that the
deceased had experienced a change of heart and had authored the letter himself.
The appellant insisted that the proposed new evidence, consisting of Document
"X" together with the expert findings, directly addresses this factual dispute. The
appellant therefore submits that the evidence goes to the heart of a material issue
in the matter and is manifestly relevant.
[24] The appellant further argues that what is presently under appeal is the judgment
and order delivered by Mohamed AJ and not Document "X" itself. Accordingly,
Document "X", the related email correspondence, and the expert report constitute
pieces of evidence. The notice of appeal does not challenge the factual findings
relating specifically to Document "X". The appellant contends that even if the
judgment of Mohamed AJ were to be overturned on appeal, the documents
themselves would remain evidence. Their evidentiary value does not depend upon
the confirmation of the judgment. In this regard, the appellant submits that the
documents exist independently and do not require a judicial finding to operate as
evidence. Document "X" and the expert report, therefore, constitute evidence in
their own right. The appellant submits that he satisfies all three requirements and
that the evidence should therefore be admitted as part of the appeal proceedings.
Arguments by the First Respondent
8
[25] The First Respondent contends that the appellant's proposed new evidence
(Document 'X') relates to the letter dated 26 June 2007. According to the First
Respondent , that issue was subsequently overtaken by the later "dividend
agreement" reached between the shareholders. She submits that the dividend
solution renders the appellant's proposed evidence irrelevant.
[26] The First Respondent further argues that, even if ownership of the Liberty Life
policy had been transferred to Ronsoe, the beneficiary under the policy would
nevertheless have remained Ms. Eileen Opperman. Upon the death of the
deceased, the proceeds would therefore still have been paid to her. Accordingly,
the appellant's case would not be advanced even if the proposed evidence were
admitted.
[27] With regard to the legal test for the admission of further evidence on appeal, the
First Respondent relies on the case of Makhetha v Limbada 1998 (4) SA 143 (V\1,
which sets out three requirements for the admission of further evidence on appeal,
the same as those dealt with in the appellant's arguments. The First Respondent
submits that her counterapplication satisfies all three requirements. She contends
that the evidence relating to the dividend arrangement only became known to her
when Mr. Van der Laan testified during the subsequent trial proceedings. She
further submits that the truth of the evidence is common cause and that the
evidence is directly relevant because it demonstrates that Ronsoe has no claim.
She emphasizes that non-compliance with any one of these requirements is
ordinarily fatal to an application of this nature. According to the First Respondent ,
while her application satisfies these requirements , the appellant's application does
not.
[28] The First Respondent further argues that the appellant's position is untenable. On
the one hand, the appellant accepts the truth of Mr. Van der Laan's evidence; yet,
on the other hand, he contends that the dividend solution is irrelevant. The
on the other hand, he contends that the dividend solution is irrelevant. The
appellant relies on the earlier shareholder resolution of April 2007 but disregards
the late r ag reem ent between the shareholders , which , according to the F irst
Respondent, superseded the earlier resolution.
9
[29) The First Respondent submits that the central question in the appeal is whether
Ronsoe has a viable claim. In her view, the dividend agreement directly answers
that question in the negative. She contends that the appellant cannot rely
selectively on earlier resolutions while ignoring subsequent binding agreements
between the shareholders.
[30] In this regard, the First Respondent relies on the evidence of Mr Van der Laan,
given during the later trial proceedings, in which he explained that once the
deceased had retracted his instruction to Liberty Life, the initial proposal to transfer
ownership of the policy to Ronsoe could no longer be implemented. A new
arrangement was therefore proposed, in terms of which the shareholders would
treat the deceased's use of the proceeds as a dividend paid by Ronsoe to its
shareholders.
[31] The First Respondent submits that this agreement resolved the alleged
misappropriation of funds. It replaced and superseded the earlier resolution and
eliminated any claim that Ronsoe might otherwise have had against the deceased.
On this basis, the First Respondent argues that the proposed further evidence is
of no consequence to the determination of the appeal.
Arguments by the Fourth Respondent
[32) The Fourth Respondent opposes the appellant's application for the admission of
further evidence. She submits that the entire judgment and orders of Mohamed AJ
in the related proceedings are presently the subject of a pending appeal before a
Full Court in Johannesburg. The Fourth Respondent, together with the First
Respondent, contend that the court a quo committed a material misdirection in that
matter.
[33) The Fourth Respondent further submits that the appellant's reliance on the findings
of Brigadier Hattinoh. the handwritin g e xpert . forms p a rt of the iss ue~ currentl y
under consideration in the pending appeal. In these circumstances , it would be
10
inappropriate for this Court to admit or rely upon such evidence before the Full
Court seized with that appeal has pronounced on the matter.
[34] The Fourth Respondent's position is that the proposed new evidence is intertwined
with findings that are not yet final. Accordingly, she submits that the appellant's
application for the admission of further evidence should be refused. She further
seeks an order that the costs of the application be awarded against the appellant
on Scale C.
Assessment by the Court
[35] The starting point in considering the appellant and first respondent's application for
the admission of further evidence is the well-established principle governing
derivative actions and internal company disputes , which finds its origin in the rule
espoused in the English matter of Foss v Harbottle (1843) 2 Hare 461. The rule
provides that where the alleged wrong is a transaction which the company itself
could ratify by a simple majority of its members, an individual shareholder is
ordinarily not entitled to institute proceedings in respect of that matter. The
rationale for the rule is that the company is the proper plaintiff in respect of wrongs
committed against it, and that where the majority of shareholders approve or ratify
a transaction , the matter is regarded as having been resolved internally.
[36] This principle was further articulated in Edwards and another v Halliwell and others
(1950] 2 ALL ER1064 per Jenkins LJ at para 1066. where Jenkins LJ explained
that if the majority of members approve what has been done, cadit quaestio -
meaning that the question falls away because no actionable wrong remains.
[37] In the present matter, the evidence demonstrates that the shareholders addressed
the dispute surrounding the deceased's withdrawal of company funds and
appropriation of the funds on two separate occasions. The first occurred when the
s harehold e rs resolved that the life policy ahould be tranaferred in to th e ownern hip
s harehold e rs resolved that the life policy ahould be tranaferred in to th e ownern hip
of the company to correct the irregularity created when the deceased withdrew the
11
funds and invested them in a policy in his own name. The second occurred after
the deceased retracted the instruction to the insurer to transfer ownership of the
policy to the company. At that stage, the shareholders adopted what has been
referred to as the "dividend solution", namely that the deceased's withdrawal of the
funds would be treated as a dividend declared and paid to the shareholders.
[38] According to the uncontested evidence of Mr. Van der Laan, this arrangement was
accepted by all the shareholders, including the appellant. Financial statements
reflecting the dividend declaration were prepared and finalized, and the company
thereafter had no assets or liabilities. The shareholders further resolved that the
company should be deregistered. In these circumstances, the shareholders
effectively ratified the earlier conduct by adopting the dividend solution. The
consequence is that the company itself no longer had a claim arising from the
earlier transaction. Once this ratification occurred, the dispute concerning the
circumstances surrounding the letter of 26 June 2007 and, by implication, the
authorship of the draft referred to as Document "X" ceased to be determinative of
any legal issue before this Court. In the language of the authorities above, cadit
questio (meaning that an issue or dispute no longer needs to be decided because
it has become irrelevant, moot, or has already been resolved). On this ground
alone, the proposed new evidence loses its material significance , and the
appellant's application for its admission cannot succeed. However, the first
respondent's application succeeds.
[39] The appellant further contends that draft Document "X" demonstrates that the
deceased possessed the mental capacity to act independently when he drafted
the letter sent to Liberty Life on 26 June 2007. The expert evidence of Brigadier
Hattingh suggests that the draft of the document may have been written by a third
Hattingh suggests that the draft of the document may have been written by a third
party, although the signature appearing on the document is accepted to be that of
the deceased.
(40) l;;v e n if thi s e vide n ce 1s acce pte d a t face v a lue, it d oes not est a bli s h tho
circumstances under which the document was drafted. There is insufficient
12
evidence before this court indicating whether the deceased dictated the contents
to another person, whether the draft was prepared on his instructions , or whether
the document formed part of a broader administrative process. The authorship of
the draft alone, therefore, does not resolve the question of whether the deceased
exercised his own volition in retracting the earlier instruction to Liberty Life.
[41] Furthermore , the broader factual context indicates that the deceased continued to
participate in the affairs of the company during the relevant period. The record
shows that he independently took out the policy in his own name when the funds
were first withdrawn from the company. It is also common cause that in May 2007,
he attended the shareholders ' meeting and signed a resolution directing that the
ownership of the policy should be transferred back to the company. His mental
capacity was not questioned at that time. Similarly, the deceased participated in
subsequent meetings of the shareholders , including the meeting in which it was
agreed that the company should be deregistered . At none of those meetings was
his mental capacity placed in issue by any of the shareholders. Against this
background , the proposed evidence relating to Document "X" does not materially
advance the appellant's case in respect of the relief sought under sections 163 and
165 of the Act.
[42] For these reasons, the proposed evidence is not only contested by the surrounding
factual matrix but is also unlikely to have any material impact on the determination
of the appeal.
[43] We therefore agree with the submission advanced by the First Respondent that
the later dividend arrangement effectively rendered the question surrounding
Document "X" irrelevant to the central issue in the appeal that this new evidence
brought by the First Respondent should be accepted . The principal issue is
whether Ronsoe retained a viable claim against the deceased in respect of the
whether Ronsoe retained a viable claim against the deceased in respect of the
withdrawal of the funds. Once the shareholders agreed to treat the withdrawal as
a divid e nd d istribution, the company no long e r r e t a ine d s uch a c la im .
13
[44] We also agree with the Fourth Respondent that the findings in that judgment,
including the reliance placed on the report of the handwriting expert, are presently
the subject of a pending appeal before a Full Court. It would therefore be
inappropriate for this Court to rely on those findings of that court a quo as though
they were final.
[45] Although the document itself may exist independently as a piece of evidence, the
judicial conclusions drawn from it in the earlier proceedings cannot presently be
regarded as settled. In any event, even if the documents were admitted, it would
not materially affect the outcome of the present appeal for the reasons already set
out above.
[46] In these circumstances , the appellant has failed to demonstrate that the proposed
evidence meets the requirement of material relevance contemplated by the
authorities governing the admission of further evidence on appeal. The application
for the admission of further evidence by the appellant is therefore refused, and the
application for admission of further evidence by the respondent is accepted.
Deregistration and Reinstatement of Ronsoe
(47] It is common cause that, at the time when the application was heard by the court
a quo, Ronsoe remained deregistered . Similarly, when the appeal was heard by
this court on 21 January 2026, the company was still deregistered. The Fourth
Respondent had raised this issue in her answering affidavit as early as September
2025, yet no steps were taken at that stage to secure the reinstatement of the
company. The Fourth Respondent accordingly contended that, even if the appeal
were to succeed, any order granted by this Court would be incapable of
enforcement because the company was deregistered at the time. The First
Respondent likewise acknowledges that the company remained deregistered
when the appeal was heard and submits that this fact has legal consequences for
the viability of the appeal.
14
[48] The appellant's response during the hearing of the appeal was that the
deregistration resulted from the company's failure to file its annual returns.
According to the appellant, this non-compliance arose because the company did
not have a director in office at the relevant time. The appellant further alleges that
a director could not be appointed due to what he describes as the obstructionist
conduct of the First Respondent, Ms. De Klerk.
[49] The appellant contends that, once a director is appointed, the outstanding annual
returns may be filed and the company's deregistration reversed. He argues that it
would be perverse to allow a respondent to rely on a situation allegedly created by
her own obstructive conduct to defeat the appeal. However, following the hearing
of the appeal on 21 January 2026, the appellant launched a further application on
30 January 2026 for the admission of new evidence regarding the reinstatement
of the company to be used during the hearing of the appeal as part of the evidence
on record. In that application, the appellant stated that it was only during the
hearing of the appeal that he realized that the deregistration of the company might
result in an adverse ruling. This application was not opposed by the respondents.
[50] The appellant instructed an accountant, Ms. M P Buitendag, to approach the
Companies and Intellectual Property Commission ('CIPC') to secure the
reinstatement of Ronsoe. As a result of these steps, the company was reinstated
on 23 January 2026 with retrospective effect.
[51] The Fourth Respondent emphasizes that the reinstatement occurred without
difficulty. She submits that this demonstrates that the issue could easily have been
rectified much earlier, particularly when it was first raised in September 2025. The
Fourth Respondent is critical of the appellant's earlier stance on the matter. She
points out that the appellant initially downplayed the significance of the company's
points out that the appellant initially downplayed the significance of the company's
deregistration. In his heads of argument, he stated that once a director was
appointed, the outstanding annual returns could simply be filed and the
d s r s 9istrati o n r e v e r ssd . l-lowe v e r, d e spite m1a1int..1inin9 th..1t the dere9iatn,,tion w a;;i
not a matter of real concern, the appellant took immediate steps to secure the
15
reinstatement of the company shortly after the hearing of the appeal. The Fourth
Respondent characterizes this conduct as contradictory and reactionary.
(52] The Fourth Respondent further submits that the appellant's delay in addressing
the deregistration resulted in substantial wasted costs. These costs include the
preparation of heads of argument, practice notes, and the time expended during
the hearing in dealing with the issue of the company's deregistration. In the
circumstances, the Fourth Respondent argues that, since the appellant stands to
benefit from the revival of the company and had the ability to rectify the situation
earlier, he should bear responsibility for the wasted costs occasioned by the delay.
(53] The Fourth Respondent accordingly seeks an order directing the appellant to pay
all wasted costs associated with the deregistration of the company and its
subsequent reinstatement, and that such costs be awarded as part of the interim
relief.
(54] The issue relating to the deregistration of Ronsoe must be considered in light of
the fact that the company has since been reinstated. It is common cause that the
reinstatement occurred with retrospective effect on 23 January 2026, following an
application made to the CIPC. In practical terms, the reinstatement restores the
juristic personality of the company as if it had not been deregistered during the
period in question. The immediate consequence is that the concern raised by the
respondents, namely that the appeal would be incapable of producing an
enforceable order due to the company's deregistration , no longer arises . The
question of the company's legal existence for purposes of the appeal has therefore
effectively been cured by the reinstatement. To that extent, the issue has become
moot. The application for admission of this new evidence regarding the
reinstatement of the company should be allowed.
[55] Notwithstanding the fact that the issue has now been rendered moot by the
[55] Notwithstanding the fact that the issue has now been rendered moot by the
reinstatement of the company, the circumstances in which the reinstatement
occurred warrant comment. The Fourth Respondent raised the issue of the
16
company's deregistration as early as September 2025 in her answering affidavit.
At that stage, the appellant was placed on clear notice that the deregistration of
the company could potentially affect the viability of the appeal. Despite this, no
Keith Opperman steps were taken by the appellant to secure the reinstatement of
the company prior to the hearing of the appeal on 21 January 2026.
[56) It was only after the hearing of the appeal, and after the potential consequences
of the company's deregistration had been highlighted during argument, that the
appellant took steps to remedy the position by approaching CIPC for
reinstatement. The fact that the reinstatement was obtained without difficulty
suggests that the issue could have been addressed at a much earlier stage,
thereby avoiding the need for argument on the point during the hearing.
[57] In these circumstances, the appellant's explanation that he only realized the
potential consequences of the deregistration during the hearing cannot be
accepted without reservation. The issue had already been expressly raised by the
Fourth Respondent several months before the hearing. A litigant who institutes
proceedings on behalf of a company bears a responsibility to ensure that the legal
status of that company does not undermine the proceedings brought in its name.
The appellant's failure to regularize the company's status timeously resulted in an
unnecessary dispute being raised and argued before this Court.
[58) While the reinstatement has ultimately cured the difficulty, the appellant's conduct
in addressing the matter only after the hearing is deserving of criticism. Proper
diligence would have required the appellant to attend to the reinstatement of the
company once the issue was first raised, rather than only doing so after the hearing
had taken place.
[59] The Fourth Respondent further seeks an order directing the appellant to pay the
wasted costs occasioned by the company's deregistration and subsequent
wasted costs occasioned by the company's deregistration and subsequent
reinstatement. These include the costs associated with the preparation of
17
additional heads of argument being prepared, practice notes, and the time spent
during the hearing addressing the issue of deregistration.
[60] I am of the view that it would not be appropriate at this stage to make a final
determination on the question of wasted costs arising from the deregistration issue.
The question of costs in relation to this interlocutory issue would be more
appropriately considered together with the costs of the main appeal once the
merits of the appeal have been determined. The issue of the wasted costs
occasioned by the company's deregistration and subsequent reinstatement will
therefore be reserved for determination at the hearing of the main appeal.
Order
The following orders are made:
1. The appellant's application dated 22 August 2025 to introduce new evidence is
dismissed.
2. The appellant's application dated 30 January 2026 to admit new evidence is
granted. To that extent, the evidence of reinstatement of the third respondent's
registration on 23 January 2026 will form part of the appeal record.
3. The first respondent's application dated 17 November 2025 to admit new evidence
is granted. To that extent, the evidence given by Mr. Van der Laan in the matter
under case number 29052/2018 in the Gauteng Division sitting in Johannesburg
will form part of the appeal record.
4. The appellant is ordered to pay the first and fourth respondent's costs of all the
applications referred to in paragraphs 1, 2, and 3 above on scale C.
5. Wasted costs of the deregistration and reinstatement of the company are reserved
to be argued during the hearing of the main appeal.
6. The hearing of the appeal on the remaining issues is postponed sine die and will
be set down on a date and time set by the registrar.
18
APPEARANCES
FOR THE APPELLANT:
FOR THE FIRST RESPONDENT:
FORTHEFO URTHRES PONDENT:
HEARD ON:
DATE OF JUDGMENT:
Judge of the High Court
KEKANA AJ
Acting Judge of the High Court
ADV. R MASTENBROEK
ADV. HA VAN DER MERWE
ADV. IL POSTHUMUS
21 JANUARY 2026
14 APRIL 2026
19