Parry v Dunn-Blatch and Others

The dispute arose from an acrimonious relationship between two equal shareholders and directors, Alice Mary Parry and Rosalene Sybil Dunn-Blatch. Together they established TRADSA (Pty) Ltd, a private company holding their joint intellectual property, and ITRISA NPC, a non-profit company using that intellectual property for educational programmes. TRADSA owned the copyright in course materials, which were exclusively licensed to ITRISA. Parry resigned as a director of ITRISA in 2012 but remained a director and shareholder of TRADSA. In 2015 the parties concluded a written licence/assignment agreement confirming TRADSA’s ownership of the copyrights and ITRISA’s exclusive licence to use them. A dispute later arose when Parry insisted that ITRISA should pay royalties to TRADSA for use of the intellectual property. Parry alleged that Dunn-Blatch’s conduct in managing ITRISA unfairly prejudiced her interests and those of TRADSA by depriving TRADSA of compensation, and she sought relief under section 163 of the Companies Act 71 of 2008 to vary the licence agreement and impose royalty obligations.

The application for special leave to appeal was dismissed with costs.

The case clarifies the limits of the oppression remedy under section 163 of the Companies Act, particularly in relation to locus standi and the continued relevance of the Foss v Harbottle doctrine. It also affirms that copyright ownership cannot shift through adaptation alone and requires compliance with the formal requirements of the Copyright Act. The judgment underscores the stringent requirements for obtaining special leave to appeal to the Supreme Court of Appeal.