The appellant, Clutchco (Pty) Ltd, is a small private company operating a family business. The respondent, Andrew Christopher Davis, owns 30% of the shares but was removed as director and employee following a family dispute. Although he received audited financial statements, Davis sought access under the Promotion of Access to Information Act 2 of 2000 (PAIA) to the company’s books of first accounting entry (cash books, ledgers, journals and related records). He claimed this information was required to determine the true financial position of the company in order to value his shareholding for purposes of a possible sale. The company refused access, arguing that the information was commercially sensitive and not required for the exercise or protection of any right. The Cape High Court granted an order compelling disclosure. Clutchco appealed to the Supreme Court of Appeal.
The appeal was upheld with costs, including the costs of two counsel. The order of the Cape High Court compelling disclosure was set aside and replaced with an order dismissing the application with costs.
The case is a leading authority on access to information held by private bodies under PAIA. It clarifies the meaning of 'required for the exercise or protection of any right' in s 50(1)(a) of PAIA, especially in the corporate context, and affirms that PAIA does not lightly override the carefully balanced disclosure regime of company law. The judgment underscores that shareholders cannot use PAIA to obtain unfettered access to sensitive company records without a substantial and properly motivated basis.