Liberty Group Limited v Mall Space Management CC t/a Mall Space Management

Mall Space Management CC acted for several years as an agent of Liberty Group Limited and related entities, facilitating and managing the rental of promotional mall space and exhibition courts at four shopping centres in return for commission. No written contract was signed, but the relationship was accepted to be a contract of mandate under the common law. In August 2017 Liberty Group, through its managing agent JHI Retail, terminated Mall Space’s mandate with five days’ notice. Liberty Group had already appointed Excellerate Brand Management (Pty) Ltd to perform similar services under a marketing service level agreement. Mall Space alleged that the termination was unlawful, that it was entitled to at least six months’ notice based on an implied or tacit term, trade usage, and constitutional values of Ubuntu and fairness, and that Excellerate’s conduct constituted unlawful competition. Mall Space sought urgent final interdictory relief to prevent termination of its mandate and to restrain Excellerate from competing with it. The High Court granted the interdict, and Liberty Group and Excellerate appealed to the Supreme Court of Appeal.

The appeal was upheld with costs, including the costs of two counsel where employed. The order of the High Court was set aside and replaced with an order dismissing Mall Space’s application with costs.

The case reaffirms the common-law principle that a mandate is generally revocable at the will of the principal and clarifies the limited role of constitutional values such as Ubuntu and fairness in private commercial contracts. It confirms that these values are not independent grounds for overriding established rules of contract and agency law. The judgment also reinforces strict requirements for proving unlawful competition and for obtaining final interdictory relief in commercial disputes.