Pepkor Holdings Ltd and Others v AJVH Holdings (Pty) Ltd and Others; and Steinhoff International Holdings NV and Another v AJVH Holdings (Pty) Ltd and Others

The respondents sold 56.94% of their shares in Tekkie Town (Pty) Ltd to Steinhoff International Holdings NV in August 2016 in exchange for consideration shares in Steinhoff NV. The respondents later alleged that the transaction was induced by fraudulent misrepresentations by Steinhoff’s former CEO regarding Steinhoff NV’s financial position. After the sale, the Tekkie Town shares and business were transferred through a series of transactions to Pepkor Holdings Ltd and its subsidiaries, well before the respondents instituted action in May 2018 seeking restitution of the shares or damages. In April 2019, the respondents sought and obtained an urgent interim interdict from the High Court restraining Steinhoff NV, Pepkor, and related entities from dealing with shares and the Tekkie Town business, on the basis that these assets were res litigiosa pending the outcome of the main action.

The appeals were upheld with costs. The order of the High Court was set aside and replaced with an order dismissing the interim interdict application with costs, including the costs of two counsel.

The judgment clarifies the limits of the res litigiosa doctrine in South African law, particularly in complex corporate structures. It reaffirms the principle of separate corporate personality within groups of companies and underscores that courts will not lightly restrain a company from dealing with its property or direct how it should exercise shareholder control. The case also highlights constitutional requirements of fairness, including the duty to give reasons and to hear parties before granting materially different relief.