Latest / Spartan Caselaw Podcast / 11 June 2026 – Company shares

Transcript

11 June 2026 – Company shares · Spartan Caselaw Podcast

• 0:00
  [SPEAKER_00]: Welcome to the case law podcast this Thursday 11th of June.
• 0:05
  [SPEAKER_00]: So it's bolly action cases we've had them on a variety of different situations and this one's interesting because it's about company shares.
• 0:13
  [SPEAKER_00]: Have a look at Bond vs. Harman League.
• 0:17
  [SPEAKER_00]: Now the applicant was to bond sort restoration of his name to the share register of connect to care the company.
• 0:24
  [SPEAKER_00]: In respect of a whole lot of shares and relying on the mandament funds fully, so the respondent, Harman Leak and the company did not dispute that they had unilaterally removed the applicant's name from the share register.
• 0:38
  [SPEAKER_00]: So the applicant's claim was framed as a purely-sfoliatory aimed at restoring the factual
• 0:46
  [SPEAKER_00]: Without reserting any substantive right to ownership or entitlement to the shares, so the respondents contended that the shares had been conditionally issued pursued to an agreement, which had been validly cancelled, and that the applicants and entitlement had the lapsed retrospectively.
• 1:01
  [SPEAKER_00]: So in response, they launched a counter-application for declaratively if concerning the validity and effect of that agreement.
• 1:10
  [SPEAKER_00]: So the court unpacks the Munderman vents burly, and that it retakes only factual possession and operates independently of the party's rights.
• 1:19
  [SPEAKER_00]: Now, the general rule is that defenses based on the merits are excluded and disputes concerning entitlement must be determined in separate proceedings.
• 1:27
  [SPEAKER_00]: So, the qualification recognized in street polls adds, but it's consideration of such defenses, only where the applicant goes beyond fully, truly, if it relies on a substantive right as the basis for further relief.
• 1:42
  [SPEAKER_00]: Now a careful and packing of the firing effort, it reveals that the applicant did not rely on ownership or contractual rights as the basis of the claim, but merely referred to them as contextual background, the application was structured explicitly around the two requirements of Spirreliation.
• 2:00
  [SPEAKER_00]: So namely, possession and deprivation.
• 2:04
  [SPEAKER_00]: Accordingly, the respondents were not entitled to advance defenses in a counter-application based on their merits, and the counter-application failed to be dismissed.
• 2:12
  [SPEAKER_00]: Now, remaining, concerned with the applicant had established the requirements of the mandament.
• 2:18
  [SPEAKER_00]: So the, um, it's a lovely unpacking here of the authorities and, uh, required proof of the actual actual exercise of the rights, and the application, unfortunately, failed to establish the requisite quasi-position.
• 2:33
  [SPEAKER_00]: Although it was undisputed that his name had been recorded in the share register, there was no evidence that he had actually or actively exercised his rights associated with shareholding, such as voting receiving dividends or otherwise dealing with shares.
• 2:47
  [SPEAKER_00]: The submission that the registration alone suffices to establish possession was rejected as inconsistent with mere principle and not supported.
• 2:56
  [SPEAKER_00]: So quasi-position requires factual exercise of the rights, not merely the capacity to do so, so while accepting for the prison purposes, that's only to relieve current principle, extend to shares as incorporeal property.
• 3:10
  [SPEAKER_00]: The absence of evidence of actual exercise of rights was fatal to the application, so unfortunately for the parties, the application and counter-application are both dismissed.
• 3:22
  [SPEAKER_00]: Now, another interesting case here, Yansen vs. Korea face a peanut do-says tea come in an interdicturist strainer.
• 3:29
  [SPEAKER_00]: So the applicant, Ms. Yansen approached the high court on an urgent basis following the issue of a subpoena do-says tea come by, Mr. Griff directed at Absa Bank, requiring disclosure of extensive banking records of the Coast Corporation over a 15-year period.
• 3:49
  [SPEAKER_00]: So the parties at previous being engaged in protracted membership disputes and the subpoena was issued and served on the bank, prompting the applicant to launch urgent proceedings to prevent disclosure of confidential information, pending a substantive application to set aside the subpoena, interesting case here, tactics and strategy.
• 4:11
  [SPEAKER_00]: So the main issue, concerned whether the intro went to Dictary leave for straining compliance where the subpoena is competent.
• 4:18
  [SPEAKER_00]: So in some maps case law unpacking here, the first respondent argued that a subpoena constitutes a lawful process and must be complied with unless set aside.
• 4:28
  [SPEAKER_00]: And then dedicting compliance circumvents proper procedure.
• 4:31
  [SPEAKER_00]: Now that sounds like a sound argument.
• 4:34
  [SPEAKER_00]: But the applicant distinguishes free of versus Cooper.
• 4:38
  [SPEAKER_00]: emphasizing that judgment concerned the limited jurisdiction of magistrates court and did not create a bank hit prohibition against intramintedics in the high court.
• 4:48
  [SPEAKER_00]: Now the present application unlike FRIF was brought in a court with inherent jurisdiction to set aside the subpoena and was coupled with a pending substantive challenge.
• 4:58
  [SPEAKER_00]: Now the applicant established the requirements for an interim internet, a primafarky right arose from the existing court order in the right to protection against abuse of court processes.
• 5:09
  [SPEAKER_00]: So the argument that subpoena was lawful did not negate this right.
• 5:13
  [SPEAKER_00]: Its compliance could be excused by a court order.
• 5:16
  [SPEAKER_00]: There was a reasonable apprehension of irreparable harm given that disclosure of confidential financial information would be irreversible and potentially prejudicial.
• 5:25
  [SPEAKER_00]: The balance of convenience favored the applicant is maintaining the status quo would not prejudice the first respondent who failed to demonstrate any harm.
• 5:34
  [SPEAKER_00]: No adequate alternative remedy existed as the setting aside application would be rendered moot if disclosure occurred in the interim.
• 5:41
  [SPEAKER_00]: So the lion's unclear first as Cooper was misplaced as the defect in that case related to jurisdiction and the nature of the relief sought and not the availability of interim
• 5:53
  [SPEAKER_00]: So the condemnation for urgency was granted, and pending the Part B, Evsevank was indicted from disclosing any documents, pursued to the subpoena.
• 6:03
  [SPEAKER_00]: This is a really nice case for the records now.
• 6:07
  [SPEAKER_00]: have a look also at Munchie vs Johnson in no security for an in-killer, and whether there was an inability to satisfy adverse costs orders.
• 6:16
  [SPEAKER_00]: So the plaintiff, Munchie, instituted an action against trustees of the trust for a payment of 3 million allegedly paid pursuant to a sales share agreement.
• 6:27
  [SPEAKER_00]: And the defendant raised prescription and replication, the plaintiff alleged that the defendant's willfully prevented him from becoming aware of the dead, interesting.
• 6:36
  [SPEAKER_00]: Now, the litigation was protracted with a plaintiff late seeking to amend the replication and the defendant's opposing the amendments and applying for security for costs on the grounds of the Exatius litigation.
• 6:49
  [SPEAKER_00]: So the plaintiff applied to leave to amend his replication, and the court considered the oil established principles for governing amendments, and the defendants relied on authority indicating that substantial changes to a pleaded case must be explained and that abuse of litigation practices just to far refusal.
• 7:07
  [SPEAKER_00]: and the plaintiff contender that the amendment merely corrected an obvious error.
• 7:12
  [SPEAKER_00]: So the court further addressed the procedural issue of whether a fresh notice of amendment must be served after an earlier one was not pursued.
• 7:19
  [SPEAKER_00]: Now, um, also there's a case of Fitchett versus Fitchett and considering whether an incala plaintiff must be shown to be unable to satisfy an adverse cost order, now regarding the security for costs.
• 7:33
  [SPEAKER_00]: The plaintiff's amendments in the end were bona fide, and the proposed amendments did not amount to a substantive change of case but introduced general allegations consistent with existing pleadings.
• 7:44
  [SPEAKER_00]: The defendant's reliance on abusive process failed and no injustice to these defendants was demonstrated.
• 7:51
  [SPEAKER_00]: On the issue of security for costs, the court held that evidence of an incola plaintiff's inability to satisfy a cost order is generally required that a defendant's failed to show such inability or to establish exceptional circumstances justifying security.
• 8:06
  [SPEAKER_00]: So there's allegations of vexationist was not proven, particularly given that a defendant's own inactivity and advancing the matter to trial.
• 8:14
  [SPEAKER_00]: The plaintiff's delay in conduct did not meet the high threshold required to justify security.
• 8:20
  [SPEAKER_00]: So the plaintiff's application for leave to amend is granted and the defendant's application for security for costs is refused.
• 8:29
  [SPEAKER_00]: Then children and abduction in the Hague Convention, we've got a lovely collection of cases.
• 8:34
  [SPEAKER_00]: In our index, where countries overseas are from Europe and America and all over, this one are Australia.
• 8:42
  [SPEAKER_00]: So at Arc Central Authority for RSA versus LCC by Judge Cluter.
• 8:48
  [SPEAKER_00]: So the ad hoc central authority and the father sought the return of the little child to Australia, under the Hague Convention on the civil aspects of international child abduction.
• 8:58
  [SPEAKER_00]: So the child was born in Australia to parents had been a relationship and later separated.
• 9:03
  [SPEAKER_00]: The mother traveled to South Africa with age in January 25 with the father's consent.
• 9:09
  [SPEAKER_00]: With what was proposed to be a three-month period, now as so often happens, they end up staying.
• 9:15
  [SPEAKER_00]: It was common cause that H's retention in South Africa, therefore, was wrongful in breach of the father's custody rights, and that Australia was the child's habitual residence, nice that we've got those unpacked first.
• 9:27
  [SPEAKER_00]: And the mother opposes the return on two grounds, namely that the father consented exposed factor to the retention alternatively, and this one is often pleaded that an return would expose H to a grave risk of psychological harm due to her mental health issues.
• 9:43
  [SPEAKER_00]: So, the proceedings were brought in terms of Article 12 of the Hague Convention, requiring prompt return of a child wrongfully retained.
• 9:51
  [SPEAKER_00]: Now, the court adopted the approach to evidence and convention matters, and a fact-driven inquiry consistent with the Convention's objectives of expectation.
• 10:02
  [SPEAKER_00]: Now, the legal principles governing Article 13A require clear, real and unequivocal consent.
• 10:09
  [SPEAKER_00]: The Court also considered Article 13B, noting the high threshold for establishing a grave risk, requiring more than ordinary emotional or logistical difficulty.
• 10:19
  [SPEAKER_00]: Experts, evidence from a psychiatrist,
• 10:21
  [SPEAKER_00]: indicated that the mother's mental health could deteriorate if she returned to Australia permanently, but did not demonstrate that a temporary return would render her non-functional or exposed H-turned-tolerable risk.
• 10:33
  [SPEAKER_00]: The court further, considered safe guards including financial, psychological and logistics undertaking by the father to mitigate any potential harm.
• 10:43
  [SPEAKER_00]: The distinction between short-term convention requirements and long-term custody determinations was central, so the mother failed to establish exposed factor consent or acquiescence.
• 10:53
  [SPEAKER_00]: The father's communications viewed objectively were conditional, provisional, and consistently emphasised the requirement that H returned to Australia.
• 11:02
  [SPEAKER_00]: There was no clear, unequivocal agreement permitting permanent retention.
• 11:06
  [SPEAKER_00]: The court further found that article 13 Defence was not established.
• 11:11
  [SPEAKER_00]: As the evidence did not demonstrate a grave risk of harm to H upon return.
• 11:15
  [SPEAKER_00]: Now while the mother's mental health concerns were acknowledged, they did not meet the elevated threshold required, particularly in light of the available support systems and the undertaking provided by the father.
• 11:26
  [SPEAKER_00]: The evidence showed that the mother had
• 11:31
  [SPEAKER_00]: and that safeguards could sufficiently ameliorate any short-term risks.
• 11:35
  [SPEAKER_00]: The minor child must then be returned to Australia, and the father was always raised to remove and accompany him.
• 11:42
  [SPEAKER_00]: And there are further accessories to that order.
• 11:45
  [SPEAKER_00]: Now a really interesting case here about some shenanigans going on about an investment.
• 11:50
  [SPEAKER_00]: It's for a loyal NO versus 10 times investments by acting judge or what Pringle.
• 11:56
  [SPEAKER_00]: Now the applicant for a Royal NO acting as executor of the deceased's state of Mr. Smith sort of relief concerning a living and unity policy held with 10 times investments.
• 12:06
  [SPEAKER_00]: The deceased passed away having held an investment with no known beneficiary to his family.
• 12:12
  [SPEAKER_00]: But...
• 12:13
  [SPEAKER_00]: Something was coming to for a surprise, and Aquarius revealed that a person not identified only as Sean had been recorded as a sole beneficiary, the plot thickens.
• 12:24
  [SPEAKER_00]: So further investigation through a pyre quest, disclosed that the deceased 10x profile had been accessed in altered multiple times.
• 12:32
  [SPEAKER_00]: in May 2020 and after his death the audit trail revealed that the profiles contact details were altered using an unknown email address.
• 12:42
  [SPEAKER_00]: After which a beneficiary named Sean linked to the second responded Sean Bowie was asserted as a 100% beneficiary.
• 12:50
  [SPEAKER_00]: Obviously the patch families in the setup and take notice here these changes were followed by further manipulations restoring certain contact details while retraining control via an alternative email address now really.
• 13:02
  [SPEAKER_00]: The applicant contended that these acts were irregular and authorised aserting that the deceased did not nominate Mr. Bowie as an official.
• 13:10
  [SPEAKER_00]: So they sought to clarify relief.
• 13:13
  [SPEAKER_00]: This is a fascinating read as to what actually went down here and bought the electronic access.
• 13:19
  [SPEAKER_00]: So the matter was referred to are all evidence due to the speech of facts and evidence from 10X investments, established that the profile could only be accessed using OTP sent to registered contact details, much like a bank, and that these details had been altered following an email request from an unknown source.
• 13:37
  [SPEAKER_00]: So the audit trail demonstrated that the contact number had been changed to unlinked to Mr. Booey, enabling OTP access, and that the beneficiary sure wasn't exerted shortly thereafter with details matching Mr. Bowie.
• 13:49
  [SPEAKER_00]: So the geolocation data placed the access in Johannesburg, and a time when the deceased resided in Cape Town very interesting.
• 13:57
  [SPEAKER_00]: So Mr. Bowie's evidence was inconsistent and contradictory, including a late version that he merely transmitted OTPs to the deceased, which was incompatible with the objective or its data.
• 14:08
  [SPEAKER_00]: The authenticity of theverted WhatsApp exchanges and screenshots produced by Mr. Bowie were rejected.
• 14:15
  [SPEAKER_00]: So, evidence concerning Mr. Festaad, the deceased go habitant and late to sole air, suggested possible knowledge of the investment through his involvement was inconseclusive.
• 14:25
  [SPEAKER_00]: The probabilities supported by the audit trail, and in consistencies in oral testimony pointed towards unauthorized access and manipulation of the profile.
• 14:34
  [SPEAKER_00]: So the evidence established that the nomination of Mr. Bowie was not made by the deceased or with his authorization.
• 14:41
  [SPEAKER_00]: The sequence of events demonstrates deliberate manipulation of the deceased profile through fraudulent means facilitated by the unauthorized alteration of contact details and exploitation of the OTP system.
• 14:54
  [SPEAKER_00]: So Mr. Bowie's version was rejected as implausible and contradictory and the objective evidence overwhelmingly implicated him in the exertion of his own details as beneficiary.
• 15:04
  [SPEAKER_00]: Surely, does this indeed stray into criminal law?
• 15:07
  [SPEAKER_00]: So the court accepted that 10 times investment systems had been exploited following a breakdown and security protocols, but the decisive issue remained the lack of consent from the deceased.
• 15:18
  [SPEAKER_00]: In the absence of a valid nomination, close 76 of the policy required that the proceeds devolved to the deceased's state, the prepared nomination was accordingly invalid.
• 15:28
  [SPEAKER_00]: It is declared that the name befinifishry launched by 10 calms investments is null, invalid and void and declared that the proceeds of the policy ought to be paid to the estate of the deceased must of Mr. Smith.
• 15:41
  [SPEAKER_00]: Now, the second responded, Mr. Bowie, has ordered to pay the costs of the application, including reserved costs.
• 15:48
  [SPEAKER_00]: Very nice when then absolutely fascinating read this case.
• 15:53
  [SPEAKER_00]: Now, we've got a few RAF cases today, some really interesting ones in different topics.
• 15:58
  [SPEAKER_00]: Now, have a look at Lin Day versus the road accident fund.
• 16:02
  [SPEAKER_00]: Now, it's a all about liability here, not quantum.
• 16:05
  [SPEAKER_00]: So the plaintiff collided with the rear of a stationary truck and trailer driven by the end-shared driver who had stopped behind a queue of vehicles occasion by a prior accident.
• 16:15
  [SPEAKER_00]: So the traffic cops here had to deal with two accidents in the end.
• 16:18
  [SPEAKER_00]: So the incident occurred in darkness near an incline.
• 16:22
  [SPEAKER_00]: Now the driver alleged that he just came over the rise and he couldn't avoid it like he's sudden the emergency, but the evidence established that the emergency vehicles were present with flashing lights, that the truck's lights and hazards were on, at that the collision occurred near the prior accident scene rather than the incline.
• 16:40
  [SPEAKER_00]: The plaintiff's failure to observe not only the truck's trailer, but also the visible emergency lights and other vehicles was inconsistent with the conduct of a reasonable driver.
• 16:50
  [SPEAKER_00]: The plaintiff's RAF claim is dismissed.
• 16:53
  [SPEAKER_00]: Now the court refers to some great case law, and the court notes that in Manderson vs. Century insurance, it's say, um, all the pellet case.
• 17:02
  [SPEAKER_00]: Funny here for J.A.
• 17:03
  [SPEAKER_00]: writing for the court said the following.
• 17:05
  [SPEAKER_00]: to my mind, a man who travels in the dark at a speed which, because of the condition of the road or from some other reason, does not enable him to pull up within the range of his vision is prima farky guilty of negligence, in doing so he accepts risks of injury to others which he is not entitled to make.
• 17:23
  [SPEAKER_00]: 4.
• 17:24
  [SPEAKER_00]: He has prepared to drive a potentially dangerous thing over a part of the road, which he has not surveyed with his eyes, in other words, blindly.
• 17:33
  [SPEAKER_00]: Now, this is a really good point, because most people at night they drive far faster than the distance of their headlights that they can see that they can break inside.
• 17:42
  [SPEAKER_00]: and it's a very good case.
• 17:44
  [SPEAKER_00]: Now, was there release with the Department, a great case on contract in New Yorker investments versus government of RSA?
• 17:52
  [SPEAKER_00]: So the plaintiff in New Yorker investments claims compensation for damages against the Department of Public Works that arises from a alleged breach of contract, a repudiation of release agreement.
• 18:03
  [SPEAKER_00]: It was actually concluded between the
• 18:06
  [SPEAKER_00]: So the evidence reveals a fundamental failure within the department of public works and they be in a news a lot to properly appreciate and distinguish between materially different least transactions.
• 18:18
  [SPEAKER_00]: Namely a renewal of approximately 2.7,000 square meters and the acceptance of an offer for 4.3 square thousand meters that requires the administration of a tender process in terms of the preferential policy framework act to give effect to the procurement process of the
• 18:35
  [SPEAKER_00]: This confusion reflects a lack of clarity, coherence and consistency in the department's approach to approval and administration of the lease.
• 18:43
  [SPEAKER_00]: Such equivocation and the context of public procurement and asset management that's your tax dollars at work, where prisonism and clarity are essential, is wholly untenable and falls far beyond the standard of lawful public administration, expected in the exercise of public power.
• 19:02
  [SPEAKER_00]: The court gives useful guidance on contracts and leases and in the end, finds that no valid and binding lease agreement exists between the parties.
• 19:11
  [SPEAKER_00]: The part plaintiff having premises claim on damages on repudiation failed to discharge the owners of establishing repudiation.
• 19:18
  [SPEAKER_00]: With the result that the claim for damages cannot succeed, although there is an interesting cost order that doesn't follow the normal rule for costs, great read this one in your core investments versus government of RSA, and we'll see you tomorrow morning for more case law.