Women in Capital Growth (Pty) Ltd and Another v Scott and Others

The appellants were shareholders in African Legend Investment (Pty) Ltd (ALI). In February 2019 they gave irrevocable undertakings to the first and second respondents, directors of ALI, to vote their shares in favour of specified resolutions at ALI shareholder meetings. These included resolutions to approve transaction agreements facilitating the sale of shares (via a subsidiary, OTS56) to Glencore South Africa Oil Investments (Pty) Ltd, and to remove Mr Mashudu Ramano as a director of ALI. Prior to a shareholders’ meeting scheduled for 4 April 2019, the appellants disputed the validity and enforceability of the undertakings and refused to vote in favour of Mr Ramano’s removal. The respondents launched an urgent application in the Gauteng Division of the High Court seeking declaratory and mandatory relief to compel compliance with the undertakings. Dippenaar J granted the relief. By the time the appeal reached the Supreme Court of Appeal, the relevant meetings had taken place, the transaction had been implemented, Mr Ramano had ultimately been removed as a director, and the undertakings had expired or were due to expire.

The appeal was dismissed with costs, including the costs of two counsel, payable jointly and severally by the appellants.

The case affirms the principle that appellate courts will not decide moot appeals where no practical effect or result can follow, reinforcing s 16(2)(a) of the Superior Courts Act. It underscores judicial economy and the avoidance of advisory opinions, particularly in urgent commercial disputes where circumstances have overtaken the litigation.