Hanekom v Builders Market Klerksdorp (Pty) Ltd and Others

The appellant, Lindert Hanekom, was the sole member of RTMC Marketing CC and also the sole shareholder and director of LSL Konstruksie (Pty) Ltd. LSL Konstruksie became indebted to Builders Market Klerksdorp (Pty) Ltd for goods sold and delivered. The close corporation executed a deed of suretyship for this debt, signed by the appellant on behalf of the CC, and the appellant also signed a personal suretyship. After LSL Konstruksie was liquidated, Builders Market relied on the CC suretyship to apply for liquidation of the CC. The appellant later objected to the creditor’s claim, arguing that the suretyship was invalid due to non-compliance with section 52(2) of the Close Corporations Act 69 of 1984, as there was no prior written consent by all members (himself as sole member). The objection was initially upheld but later overturned on review. The appellant then sought a declaratory order that the suretyship and liquidation were invalid, which was dismissed by the High Court, leading to this appeal.

The appeal was dismissed with costs, and the validity of the suretyship was confirmed.

The case is significant for clarifying the interpretation of section 52 of the Close Corporations Act in situations involving a sole member. It confirms that statutory provisions aimed at protecting other members should not be mechanically applied where no such members exist, and it reinforces a purposive approach to statutory interpretation in South African law.