CC MEMBER’S MAJORITY VOTE GETS HIM THE OTHER MEMBER’S INTEREST: HARSH OUTCOME NOT NECESSARILY UNJUST
Marcelle Props 118 CC and Others v Bryan (A5076/ 2021) [2022] ZAGPJHC 671 (7 September 2022)
Two colleagues hold members’ interest (split 75%/25%) in a CC in which they own a holiday home. When their relationship sours to the extent that proper conducting of the CC’s affairs is no longer achievable, a resolution is passed to wind up the CC and sell the 25% interest to a highest bidder. This smacked of unjust maneuvers, said the 25% interest holder, who also wanted control of the CC. What irked specifically, was that the purchaser of the 25% member’s interest was a company of which the 75% interest holder was the sole director. The Court here explained why this was in no way unjust or unfair conduct in the circumstances, and that commercial interest of the CC will outweigh the personal interests of members.
The Judgment
Summary of the Judgment
PERFECTING YOUR NOTARIAL BOND: CAN THE DEBTOR AVOID THIS BY ASKING A COURT TO SAY NO?
The Spar Group Limited v Meadowview Trading 147 CC t/a Meyerton Spar and Tops (2022/013036) [2022] ZAGPJHC 637 (5 September 2022)
Security held by a creditor for the other party’s obligations under a loan is, for obvious reasons, paramount. Notarial bonds, hypothecating all or specified movable property of a debtor, came under the spotlight here. Because the notarial bond allows for the debtor to hypothecate the movable property that serves as security without having to deliver the property to the creditor, a further step is required if the creditor seeks to act in terms of the bond, achieved by way of “perfecting the bond” upon application to a court and then taking possession of the goods and selling them. The debtor here argued that a Court has a discretion and may refuse to grant the order. Not without more.
