MALCOLM EDWARD TURNER FOURTH RESPONDENT
JUDGMENT
___________________________________________________________________
WRIGHT J
1. The applicant, Chiorino seeks declarators that a suretyship it concluded in
favour of Firstrand and a later subsequent acknowledgement of debt it
concluded in favour of the respondents are null and void.
2. The papers are long and complicated. I shall attempt to summarise.
3. The first basis for the relief sought is that there was allegedly no compliance
with section 226 of the Companies’ Act 61 of 1973, applicable at the time of
the suretyship, in that no valid special resolution was passed by the
shareholders of Chiorino authorising the binding of Chiorino under the
suretyship.
4. The second basis is that the subsequent acknowledgement of debt by
Chiorino in favour of the respondents “ falls away ” as it was allegedly
premised on the validity of the suretyship.
5. The answering affidavits raise huge disputes of fact. The alleged non-
existence of the section 226 resolution is hotly disputed as are the facts
surrounding the conclusion of the acknowledgement of debt.
6. It would be unwise to attempt to decide the matter on paper. A full set of
pleadings, discovery and a trial are needed to determine the matter.
7. There is debate between the parties as to the applicability of section 226. One
of the questions is whether it applies at all, given that it is alleged that a trust,
Heard 8 June 2026
Delivered 8 June 2026
Appearances:
Applicant: Adv I Currie
Instructed by: Knowles Husain Lindsay Inc
kma@khl.co.za
1st Respondent Adv R Shepstone
Instructed by: AD Hertzberg
natashar@adhertzberg.co.za
2nd - 4th respondents No appearance