Geldenhuys NO v Daniels

The appellants, acting as trustees of the Hannes Geldenhuys Trust, made a written offer on 11 January 2008 to purchase immovable property from the respondent, Ms Susan Romao-Duarte Daniels, for R1 570 000. Clause 15 of the offer stated that the offer was irrevocable until 24h00 on 18 January 2008. Ms Daniels only accepted the offer on 29 January 2008 and notified the Trust. Thereafter, the Trust took occupation, paid occupational rental, undertook renovations, and signed transfer documents. Transfer was delayed due to a municipal issue relating to a braai area encroaching over the building line. While the respondent sought to resolve this, the Trust repudiated the agreement. Ms Daniels accepted the repudiation and sued for damages representing the difference between the contract price and the eventual resale price.

The appeal was dismissed with costs, confirming the judgment of the High Court in favour of the respondent.

The case clarifies South African contract law regarding the effect of an irrevocability period in offers. It confirms that an offer does not automatically lapse when an irrevocability period expires unless the contract expressly provides for lapsing, and reinforces principles of contractual interpretation where headings conflict with substantive provisions.