Meyer and Others v Big Five Developments (Pty) Ltd and Another

Big Five Developments (Pty) Ltd and Fore Street Holdings (Pty) Ltd concluded a series of joint venture agreements (JVAs) with several trusts and a farming company associated with the Meyer family. The purpose of the JVAs was for Big Five to undertake the rezoning and development of trust-owned agricultural land in order to enhance its value, after which the land would be sold in the future to third parties via a special purpose ‘realisation company’. Big Five funded and managed the development process. A dispute arose when the trustees challenged the validity of the JVAs, contending that the agreements in substance constituted a sale of land that did not comply with the Alienation of Land Act 68 of 1981, that one trustee (Leola Meyer) lacked authority to bind the trusts, and that Big Five had failed to make out a proper case for rectification of the agreements. Big Five sought rectification of certain clauses, a declaration of validity of the JVAs, and an interdict preventing the trustees from selling the land to third parties.

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

The case is significant for reaffirming the contextual and purposive approach to contractual interpretation in South African law, particularly in distinguishing development or joint venture agreements from sales of land. It clarifies that agreements facilitating future alienation of land do not necessarily trigger the Alienation of Land Act. The judgment also provides guidance on trustee authority, majority decision-making in trusts, and the evidentiary consequences of failing to challenge material testimony.