Mosalasuping Phillip Morudi and Others v NC Housing Services & Development Co Ltd and Others

NC Housing Services & Development Co Ltd was a public company established to advance commercial opportunities for previously disadvantaged communities. Disputes arose among shareholders and directors regarding the validity of share allotments, control of the company, and the sale of its principal asset (shares in NWC Manganese (Pty) Ltd). Following deregistration and later restoration of the company, litigation ensued. In the main application, certain shareholders sought declaratory relief to regulate shareholding and governance. By resolution of 19 April 2013, NC Housing withdrew its opposition to the main application, and a settlement agreement between NC Housing and the applicants was made an order of court by the Judge President. Mosalasuping Morudi and 70 others, who had previously opposed the application in their capacities as directors or shareholders, later sought rescission of that order under the common law and Uniform Rule 42(1)(a), alleging default, lack of proper representation, infringement of their rights, and the existence of a bona fide defence.

The appeal was dismissed with costs, including the costs of two counsel.

The case reaffirms the stringent requirements for rescission of judgments in South African law, particularly the necessity of demonstrating a bona fide defence with prospects of success. It underscores that consent orders and binding corporate resolutions cannot be indirectly attacked through rescission where they remain valid and unchallenged. The judgment also clarifies limits on appellate interference with discretionary decisions.