Close Corporations Act, 1984

A court is obliged by law to hear any matter that falls within its
jurisdiction and has no power to exercise a discretion to decline to hear such a matter
on the ground that another court has concurrent jurisdiction

Practice and procedure – application for leave to appeal – referral
for oral argument in terms of s 17(2)(d) of the Superior Courts Act 10 of 2013
– leave sought against order of the high court directing applicant to provide
security for costs in terms of s 8 of the Close Corporations Act 69 of 1984 –
demand for security made under Uniform rules 47(1) and 47(3) – high court
exercising narrow discretion in making order – powers of appellate court to
interfere with exercise of such discretion circumscribed – no basis for
interference on appeal established.

Close corporation - winding-up – proper interpretation of s 69 of Close Corporation Act 69 of 1984 - whether application for winding-up brought by secured creditor constituted abuse of court’s processes – unpaid creditor generally entitled to winding-up ex debito justitiae against corporation unable to pay its debts – discretion to nevertheless refuse winding-up order – whether discretion not to grant the winding-up order was properly exercised – appeal upheld.

Civil procedure – Legal Practice Act 28 of 2014 – whether financial misconduct of one director of law firm invokes liability of all directors – every director has a fiduciary duty towards the company of which it is a director – ignorance of financial matters when faced with allegations of misappropriation does not absolve other directors

Business rescue application – close corporation in liquidation – liquidators cited as respondents – entitled to oppose application – service on corporation to be effected on liquidators – s 131(6) of Companies Act 71 of 2008 not disentitling the liquidators from opposing the application – proceedings brought in order to prevent interrogation under s 418 of Companies Act 61 of 1973 and delay winding up – such an abuse of process justifying a punitive order for costs