Centaur Mining South Africa (Pty) Ltd v Cloete Murray N O and Others

The Trillian group of companies, controlled by Mr Eric Wood, was implicated in large-scale fraud involving state-owned entities. Trillian Management Consulting (Pty) Ltd (TMC) received hundreds of millions of rand from Eskom and other entities without rendering legitimate services, and funds were intermingled among Trillian companies. TMC was finally liquidated in March 2020. The joint liquidators applied under s 20(9) of the Companies Act 71 of 2008 to pierce the corporate veil and collapse several Trillian companies into TMC, resulting in a composite winding-up order granted by default and later confirmed. Centaur Mining South Africa (Pty) Ltd (CMSA), which had received repayments from Trillian entities under loan agreements, later faced action to recover those payments as voidable dispositions. CMSA sought rescission of the s 20(9) order under s 354 of the Companies Act 61 of 1973, rule 42(1)(a) of the Uniform Rules of Court, or the common law.

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

The case confirms the strict limits of rescission under rule 42(1)(a) and reinforces that default or unopposed orders cannot be attacked through rescission merely because a party later disputes their correctness. It affirms the breadth of s 20(9) of the Companies Act 71 of 2008 as a statutory mechanism to pierce the corporate veil and supports composite winding-up orders in cases of unconscionable abuse of corporate personality involving corporate groups.