Imbuko Wines (Pty) Ltd v Reference Audio CC

Dipole CC supplied audio equipment to Reference Audio CC under an oral agreement requiring payment within 30 days of invoice. Due to Dipole’s difficulties in issuing invoices and collecting payment, Dipole orally ceded its right to claim payment from Reference Audio to Imbuko Wines (Pty) Ltd in December 2012. Thereafter, Imbuko issued invoices to Reference Audio for goods supplied by Dipole between January and April 2013 and received several payments. Imbuko claimed a balance of R602 866.22. Reference Audio denied the existence of the cession and alleged that it had paid Dipole directly, asserting that payments to Imbuko were either interim arrangements or made in error.

The appeal was upheld with costs. The order of the full court was set aside and replaced with an order dismissing Reference Audio CC’s appeal with costs, thereby reinstating the High Court’s judgment in favour of Imbuko Wines (Pty) Ltd.

The case reaffirms South African principles governing cession, particularly that a cession may be oral or tacit, does not require the debtor’s consent, and may be proved through conduct. It also clarifies the role of debtor knowledge, confirming that while notice is not required for validity, it affects enforceability against the debtor. The judgment provides guidance on inferring knowledge of cession from commercial conduct and silence.