Heathfield v Maqelepo

The respondent, Lijane Maqelepo, signed a written offer to purchase immovable property from the appellant, Robyn Lynne Heathfield, for R1.3 million. The agreement was based on a standard estate agent form. Although the document reflected Maqelepo as purchaser, words were added indicating he acted ‘on behalf of’ New Heights (Pty) Ltd, a company that was never registered. A manuscript clause (clause 21) provided that if the company could not take transfer or ratify the agreement, Maqelepo would hold himself ‘surety and co‑principal debtor’ and undertake to take transfer in his own name. Maqelepo paid the deposit, obtained a mortgage bond, paid transfer costs, and signed all transfer documents. When he called on the appellant to pass transfer, the appellant repudiated the agreement, contending that it was void because the company did not exist and that Maqelepo was merely a surety. Maqelepo sought an order compelling transfer.

The appeal was dismissed with costs, and the order compelling the appellant to transfer the property to the respondent stood.

The case is significant for South African contract law as it reinforces a contextual and purposive approach to the interpretation of commercial agreements, particularly where inelegant drafting is involved. It clarifies that courts will not lightly declare agreements void and that the substance of the parties’ intention prevails over the incorrect use of legal terminology such as ‘surety’.