FirstRand Bank Limited v Lourina Wilson NO and Another

FirstRand Bank Limited (FNB) advanced a loan of R2.8 million to the late Gavin Mark Baseley in March 2017, secured by two mortgage bonds over immovable property. After Mr Baseley’s death in October 2017, Ms Lourina Wilson, an heir, was appointed executrix and admitted FNB’s claim against the deceased estate. In October 2021, an amount of R1,336,044.35, originating from Ms Wilson’s personal property sale, was erroneously paid into the deceased’s mortgage loan account. Ms Wilson initially demanded repayment, asserting the funds were her personal money. On 30 November 2021, she emailed FNB offering that amount in full and final settlement of the estate’s indebtedness. FNB rejected the offer unequivocally the same day but retained the funds, allocating them to reduce the estate’s debt. The High Court held that FNB’s conduct amounted to acceptance of a compromise. FNB appealed.

The appeal was upheld. The High Court’s order was set aside and replaced with an order granting FNB leave to supplement its founding affidavit, judgment for payment of R2,003,415.97 plus interest, an order declaring the mortgaged property specially executable, and costs on an attorney-and-client scale. The first respondent was ordered to pay the costs of the appeal.

The case clarifies that an express rejection of an offer of compromise cannot be overridden by subsequent conduct such as retention of funds, absent objective proof of acceptance. It refines the application of Absa Bank Ltd v Van de Vyver NO and provides important guidance on compromise, offer and acceptance. The judgment also confirms the court’s discretion to allow supplementation of affidavits and underscores when secured creditors may obtain relief under s 30 of the Administration of Estates Act despite procedural defects and delays in estate administration.