Demetriades v Perivoliotis

The parties concluded a written agreement on 17 September 2003 in terms of which the respondent (seller) sold 200 fully paid-up shares (20% of the share capital) in a Tanzanian company to the appellant (purchaser) for R3.5 million. The balance of the purchase price (R2.5 million) was payable in monthly instalments from 7 October 2003. In terms of clause 9, the seller was obliged to deliver the share certificates and related documentation by 30 September 2003. The purchaser paid only R55 000 towards the first instalment and made no further payments, alleging that the seller failed to deliver the documents and had repudiated the contract. The seller sued for the outstanding purchase price. The High Court initially found that the contract created reciprocal obligations, but the Full Court held the opposite and ordered payment. The purchaser appealed to the Supreme Court of Appeal.

The appeal was upheld with costs. The order of the Full Court was set aside and replaced with an order dismissing the seller’s appeal with costs, including the costs of two counsel.

The case is significant for South African contract law as it reaffirms the principles governing reciprocal obligations, the application of the exceptio non adimpleti contractus, and the consequences of repudiation. It also clarifies the limits on raising new arguments on appeal, particularly where such arguments contradict the pleaded case or rely on withdrawn averments.