Publications

Unauthorised Distributions and the Dangers of turning a Blind Eye

It goes without saying that the primary goal of a profit company is to increase the wealth of its shareholders, by paying dividends and causing the price of the company’s shares to increase. The company’s [...]

Insolvency and Partnerships

Introduction From the moment a partnership is sequestrated, its creditors are mostly confined to the partnership assets and inevitably deprived of any recourse against the partners individually.  According to Michalow v Premier Milling Company Limited [...]

Considering the ECTA when drafting Non-Variation clauses

Any astute attorney, when drafting a contract, will be very careful to ensure that the contract meets two essential standards: firstly, that the contract clearly represents the intentions of the contracting parties involved and, secondly, [...]

Trustees Acting Without Authorisation

It is often the case that contracts entered into by trustees on behalf of a trust are regarded as being void. Cameron JA in Land and Agricultural Bank of South Africa v Parker and Others [...]

Important Announcement !!!

VDMA is proud to announce that as from 05 June 2014 we have been approved by the Oval Table as a South Africa "Magic Circle" law firm bestowing upon us the highest honor achievable in [...]

The Turquand Rule And Its Effect On Directors Acting Without Authority

  Introduction The Turquand Rule was initially intended to mitigate the stark effects of the doctrine of constructive notice by entitling bona fide third parties who contract with a company, to assume that all of [...]

Do Employees Owe a Fiduciary Duty to Their Employer?

Section 76 of the Companies Act No. 71 of 2008, the (“Act”), provides for a partially codified system of directors’ duties.  In terms of this section, a director must always carry out his fiduciary duties [...]

“trading as” – the Legalities

It is common practise that companies often trade under names other than their name which is registered with the Companies and Intellectual Property Commission (“CIPC”), for example “Winsoft (Pty) Ltd t/a Software Industries”.   Logically, [...]

The Legal implications of the Voetstoots clause

  When you buy something there is an implied warrantee that the merx (object of sale) is free from any defects. It is however possible, that one can contract out of this implied warranty by [...]

Voting Rights of Concurrent Creditors in Business Rescue Proceedings

Introduction Concurrent creditors are creditors who have neither secured nor preferent claims against the company and they are paid out of the free residue (i.e. the unencumbered part of the company’s assets) after any preferent [...]