The appellant, Mr Lamprecht, was appointed in 2003 as project manager by the respondent, Klipeiland (Pty) Ltd, to manage the rezoning and establishment of a township on the respondent’s land. He alleged that his agreed remuneration was R6 million. By 2007 the necessary township approvals had been obtained, but the respondent terminated the agreement and appointed another entity. The appellant treated this as repudiation or cancellation and demanded payment. When payment was not made, he served a statutory demand in terms of s 345(1)(a) of the Companies Act 61 of 1973 and applied for the respondent’s winding-up. During oral evidence proceedings, the parties concluded an agreement, made an order of court, in which the respondent admitted that the appellant was a creditor within the meaning of s 345(1)(a), owed an amount of not less than R100 that was due and payable. Despite this, the respondent opposed the winding-up, and the High Court discharged the provisional winding-up order. The appellant appealed to the Supreme Court of Appeal.
The appeal was upheld. The High Court’s order was set aside and replaced with an order placing the respondent under final winding-up. The respondent was ordered to pay costs on an attorney-and-client scale, including the costs of two counsel, with various prior reserved costs to be costs in the winding-up.
The case clarifies the binding effect of concessions made in a court order regarding creditor status under s 345(1)(a) of the Companies Act. It confirms that once indebtedness of at least R100 that is due and payable is admitted, disputes about the precise quantum do not prevent a winding-up based on commercial insolvency. The judgment reinforces the principle that court orders remain valid and enforceable until set aside and underscores the court’s willingness to grant punitive costs for abuse of process.