Street Spirit Trading 92 (Pty) Ltd applied in the North Gauteng High Court for the winding-up of Ukwanda Leisure Holdings (Pty) Ltd on the grounds that the company was unable to pay its debts (s 344(f) of the Companies Act 61 of 1973) or, alternatively, that it was just and equitable to do so (s 344(h)). Street Spirit relied on its alleged status as a creditor, contending that it had advanced R6 million to Ukwanda under a shareholders’ agreement concluded on 21 November 2007. The agreement provided that Street Spirit (referred to as ‘Vuwa’) would advance the loan in monthly instalments and procure additional external finance of at least R200 million within 24 months, failing which the loan would be written off in terms of clause 5.2.7. Street Spirit paid R3.5 million but failed to procure the additional finance. It nevertheless alleged the existence of a tacit term that the agreement was conditional upon the transfer to Ukwanda of certain Acc-Ross Holdings Ltd shares and derivative instruments, and that failure of that transaction entitled it to cancel the agreement and claim repayment. Ukwanda denied the existence of such a tacit term and disputed Street Spirit’s standing as either creditor or member. The High Court found in favour of Street Spirit and granted a final winding-up order. Ukwanda appealed to the Supreme Court of Appeal.