Tamryn Manor (Pty) Ltd v Stand 1192 Johannesburg (Pty) Ltd

On 16 August 2007 the appellant, Tamryn Manor (Pty) Ltd, concluded a written agreement for the purchase of an immovable property (Erf 1192, Marshalltown, Johannesburg) for R3.2 million. The written deed of sale identified Ryan Edward Otto as the purchaser, although Otto signed without indicating that he acted as an agent. On the same day Otto executed a deed of suretyship binding himself as surety for the purchaser’s obligations. Despite Otto being named as purchaser, Tamryn Manor paid the deposit, transfer duty, transfer costs, and furnished guarantees for the balance of the purchase price, all of which were accepted by the respondent. The respondent later refused to effect transfer of the property into Tamryn Manor’s name. Tamryn Manor instituted action seeking transfer and rectification of the agreement, alleging that the naming of Otto as purchaser resulted from a bona fide common mistake and that the true common intention was that Tamryn Manor was the purchaser.

The appeal was upheld with costs. The order of the Gauteng Local Division upholding the exception was set aside and replaced with an order dismissing the exception with costs.

The case clarifies that a deed of sale of land which is formally valid ex facie the document, even if it names the wrong purchaser due to a common mistake, is capable of rectification. It reaffirms the two-stage approach to rectification in the context of statutory formalities under the Alienation of Land Act and confirms that rectification is not precluded merely because the identity of a party is alleged to be incorrect.