Northview Shopping Centre (Pty) Ltd v Revelas Properties Johannesburg CC and Another

Northview Shopping Centre (Pty) Ltd alleged that it had purchased immovable property from Revelas Properties Johannesburg CC and sought specific performance of the sale. The written deed of sale was signed on behalf of Revelas by Mr Nick Christelis, who was not a member of the close corporation but the husband of its sole member. Revelas denied the validity of the sale, contending that Christelis lacked written authority as required by s 2(1) of the Alienation of Land Act 68 of 1981. Northview argued that written authority was unnecessary where the principal was a close corporation. The High Court upheld exceptions to Northview’s particulars of claim, finding the agreement invalid for lack of written authority, and Northview appealed to the Supreme Court of Appeal.

The appeal was dismissed with costs, confirming that the alleged sale of land was invalid for want of written authority.

The case clarifies the application of s 2(1) of the Alienation of Land Act to close corporations and distinguishes between functionaries and outside agents. It confirms that non-member agents of close corporations require written authority to conclude contracts for the sale of land, reinforcing legal certainty in property transactions and aligning close corporation principles more closely with partnerships than companies.