Warren Bowles Corporation Communication CC v Rheinmettal Denel Munition Ltd

The parties concluded a partly written and partly oral agreement on 19 February 2010 in terms of which Warren Bowles Corporation Communication CC agreed, for R8.5 million, to organise a product demonstration event for Rheinmettal Denel Munition Ltd (RDM) scheduled for May 2010. RDM paid 40% of the price (R3 million) in advance. Before the event, RDM decided not to proceed and postponed it to an unspecified future date. The agreement provided for cancellation but not postponement. Certain preparatory services had already been rendered by the close corporation. A meeting took place on 7 April 2010, at which RDM alleged a further agreement was concluded under which the close corporation undertook to account for liabilities incurred and refund any surplus. The close corporation disputed that a binding further agreement was concluded. RDM demanded an account and reimbursement, which was not forthcoming, and instituted action for a statement and debatement of account, alternatively damages.

The appeal succeeded only to the extent that paragraph (d) of the high court order (alternative damages) was deleted. The remainder of the high court order directing a statement and debatement of account, payment of any amount found due, interest, dismissal of the counterclaim, and costs was confirmed. The appeal was otherwise dismissed with costs.

The case affirms South African principles governing the remedy of a statement and debatement of account, clarifies that such relief may arise from contractual undertakings even outside a fiduciary relationship, and illustrates how subsequent conduct and pleadings can establish contractual intent. It also confirms that courts should not grant both primary and alternative relief simultaneously.