Dr Boudewyn Homburg De Vries Smuts was appointed in 2015 as the sole director of Kromelboog Conservation Services (Pty) Ltd, a farming company wholly owned by Tamarisk Trust. Kromelboog leased several farms from Tamarisk and entered into a management agreement with the Landmark Foundation Trust, a charitable trust founded and controlled by Dr Smuts, to manage farming operations and implement a biodiversity project. Over time, Kromelboog operated at substantial losses funded by shareholder loans from Tamarisk. A dispute arose between Dr Smuts, Tamarisk and Kromelboog regarding control of the farming operations, alleged joint venture arrangements, and funding. Shortly before and after receiving notice of his removal as director in terms of s 71 of the Companies Act 71 of 2008, Dr Smuts authorised payments to himself and to Landmark, caused Kromelboog to pay legal fees incurred primarily for his and Landmark’s benefit, transferred almost all Kromelboog’s cash reserves into Landmark’s bank account without shareholder approval, froze Kromelboog’s bank account after his removal, and allegedly attempted to usurp Kromelboog’s farming operations through Landmark and a newly formed company. Kromelboog applied to the High Court to have Dr Smuts declared a delinquent director under s 162(5) of the Act. The High Court granted the order, and Dr Smuts appealed to the Supreme Court of Appeal.