Breetzke and Others NNO v Alexander NO and Others (232/2019) [2020] ZASCA 97 (2 September 2020)

 Removal of business rescue practitioners – s 139(2) of Companies Act 71 of 2008 – grounds – whether grounds for their removal established. 

A bank which is aware that funds deposited by a third party into its
client’s bank account to which the client has no legitimate claim may not appropriate
such funds on the premise that the client has a claim to the funds and use them by
way of set off to discharge the client’s debt to the bank – A bank which is aware that
a third party has deposited funds into its client’s bank account and is aware that the
client has no legitimate claim to the funds is under a duty to take steps to prevent
harm to the third party by way of the misappropriation of those funds by its client –
the bank’s failure to prevent harm to the third party renders it a co-wrongdoer with
the client for the theft.

Trust and trustees – sale of shares owned by trust to company controlled indirectly by two trustees – whether sanction of court required for validity of sale – whether transaction open and bona fide – whether beneficiary who was not a trustee treated unfairly when not given opportunity to bid for shares.

Misappropriation of corporate opportunity by director of
company – principles of fiduciary duty restated and considered – Prescription – whether amended claim for disgorgement of profits effected after prescription has run substantially the same claim as one for damages.