Savannah Country Estate Homeowners Association v Zero Plus Trading 194 (Pty) Ltd and Others

The applicant, Savannah Country Estate Homeowners Association (Savannah), a non-profit company, instituted action in the Gauteng Division of the High Court against Zero Plus Trading 194 (Pty) Ltd (Zero Plus), its CEO Mario Brown Pretorius, and the University of Pretoria. Savannah alleged that Zero Plus unlawfully caused Erf 445 in the Savannah Country Estate to be transferred to Savannah and then sold back to Zero Plus in April 2007, with Mr Pretorius unlawfully representing Savannah. Savannah contended that the sale contravened s 228 of the Companies Act 61 of 1973 because no special resolution of members authorised the disposal. After the transfer, Zero Plus developed the property into a sectional title scheme, sold units to third parties, including 32 units to the University, and a sectional title register and body corporate were established. Savannah sought declaratory relief setting aside the sale and registration and compelling retransfer of the property. Zero Plus and the University raised special pleas, including impossibility of performance, arguing that Zero Plus no longer owned the property and could not restore it.

The application for special leave to appeal was struck from the roll with costs.

The judgment reaffirms and clarifies the stringent threshold for special leave to appeal to the Supreme Court of Appeal under s 16(1)(b) of the Superior Courts Act. It underscores that reasonable prospects of success are insufficient on their own and that an additional, objective factor of importance must be demonstrated. The case also illustrates the procedural and substantive consequences of sectional title registration and the defence of impossibility of performance.