Independent Advisory Services (Pty) Ltd (IAS), a company specialising in business rescue, was appointed as business rescue practitioner of Galaxy Jewellers (Pty) Ltd. During the rescue, IAS negotiated a success fee of R2 million with Caratco (Pty) Ltd, a creditor and related company that exercised control over the Galaxy group. The agreement was confirmed in writing by Caratco’s managing director, and Caratco’s attorney later instructed IAS to invoice Caratco once the business rescue was substantially implemented. IAS complied, but Caratco failed to pay. IAS sued for payment. Caratco initially admitted the agreement but later denied it and raised several defences, including lack of authority, mistake, and that the agreement was illegal and contrary to public policy because it allegedly fell outside s 143 of the Companies Act 71 of 2008.