Publications

To Litigate or to Arbitrate? You Should Ask that Question.

There are likely few ‘high stakes’ business men and women and (hopefully) fewer commercial attorneys who won’t be familiar with an arbitration clause. Typically, such a clause will oblige the parties to an agreement to [...]

Piercing the Corporate Veil

1.    Introduction The doctrine of the corporate veil suggests that the legal personality of a company and the personalities of its shareholders and directors are separated. The corporate veil is regarded as the general principle [...]

Void vs Voidable Election

An agreement that is unenforceable from the moment it is created is void ab initio (or void from the outset). Examples would be that the contract did not possess any one of the essentialia of a valid [...]

End of the Year message !!

Dear friends and clients, We are pleased to report that we have once again had a brilliant year thanks to your invaluable support. In 2014, we have managed to create tremendous value for our clients [...]

Estopple & Suspensive Conditions – Friend or Foe?

It is common practice within the commercial environment to conclude contracts which are subject to suspensive conditions or otherwise known as condition precedents (“CPs”). Whilst most CPs are relevant and necessary for a variety of [...]

The Business Judgement Test

Section 76 of the Companies Act No. 71 of 2008 (“Act”) sets out the partial codification of directors’ duties and liabilities. The partial codification of directors’ duties has effectively narrowed the scope of directors’ duties [...]

Distinguishing Between An Unincorporated Association And An “Universitas”

Introduction Before delving into an investigation as to the differences between an unincorporated association and an universitas, it is essential to have a basic understanding of the two concepts: An unincorporated association is a voluntary [...]

Selected Cheques and Balances of the NCA

A significant aspect to consider under the auspices of the National Credit Act 34 of 2005 (“NCA”) is when a repayment of a loan agreement is made by way of cheque and upon such cheque [...]

Sequestrating or Liquidating a Body Corporate?

The estate of a debtor who has committed an act of insolvency or who is in fact insolvent may be sequestrated. “Debtor” is defined in section 2 of the Insolvency Act No. 24 of 1936 [...]

The Removal of a Director in terms of a Sharholders’ meeting and the associated legal mine field

In practice one often finds one’s self dealing with the situation where the shareholders of a private company who are also the directors of said company have fallen into a dispute and have reached the [...]