Gent and Another v Du Plessis

Bonnox (Pty) Ltd was a long‑established family company in which Anita Julia Gent held a majority shareholding (53.33%) and Pieter Daniël Jacobs du Plessis the minority (46.67%). Du Plessis was formerly an employee and director of the company. After Gent uncovered serious misconduct by Du Plessis, including using company resources to run a competing business, committing fraud against the fiscus, and surreptitiously procuring a business rescue order to block his removal as director, he was removed as director and dismissed as an employee. Du Plessis applied to the High Court for the winding‑up of the company on the just and equitable ground, alternatively for relief under s 163 of the Companies Act 71 of 2008, including an order compelling Gent to purchase his shares. The High Court dismissed the application. On appeal, the Full Court agreed that the requirements of s 163(1) were not met, but nonetheless ordered a buy‑out of Gent’s shares to achieve a ‘clean break’. Gent appealed to the Supreme Court of Appeal.

The appeal was upheld with costs. The order of the Full Court was set aside and replaced with an order dismissing Du Plessis’s appeal with costs, thereby reinstating the High Court’s dismissal of his application.

The judgment clarifies the strict jurisdictional requirements of s 163 of the Companies Act, confirming that courts have no power to grant remedial relief unless oppressive or unfairly prejudicial conduct is first established. It also reaffirms the procedural principle that, absent a cross‑appeal, a respondent may not obtain a variation of an order to the appellant’s detriment. The case is an important authority on minority shareholder remedies and appellate procedure.