Roazar CC was the owner and lessor of commercial premises in a shopping centre in Benoni, leased to The Falls Supermarket CC, which operated a Spar supermarket. The parties concluded three linked lease agreements on the same day: a main lease and two ancillary agreements under which portions of the rental were payable to individual members of Roazar. The initial lease period expired on 29 February 2016. In February 2016, The Falls indicated that it wished to renew the lease and proposed rental terms. Roazar responded that the lease had expired by effluxion of time, that the option to renew had not been validly exercised, and gave notice terminating the lease on a month-to-month basis in terms of the contract. Roazar then sought eviction. The Falls opposed eviction, alleging that the ancillary agreements were shams designed for tax avoidance, that it had exercised the renewal option, and that Roazar was obliged to negotiate renewal terms in good faith before terminating the lease.
The appeal was upheld. The High Court order was set aside and replaced with an eviction order directing The Falls Supermarket CC to vacate the premises, authorising the sheriff to evict if necessary, and ordering The Falls to pay costs, including the costs of two counsel.
The case reaffirms the South African position that agreements to negotiate are generally unenforceable unless supported by a deadlock-breaking mechanism. It confirms that courts will not lightly develop the common law of contract to impose duties of good faith negotiation where parties have not clearly agreed to such obligations. The judgment underscores contractual certainty and pacta sunt servanda, and cautions against importing constitutional values such as ubuntu to create contractual terms not intended by the parties.