The appellant, Mr Melvin Peter Paarwater, a director and minority shareholder (25%) of the respondent company, South Sahara Investments (Pty) Ltd, obtained a provisional winding-up order against the respondent under s 344(h) of the Companies Act 61 of 1973 on the basis that it was just and equitable to do so. The respondent was an investment holding company whose sole asset was a 90% shareholding in South African Beef (Pty) Ltd (SAB). The appellant alleged that the company was in substance a partnership or quasi-partnership between himself and Mr Bothma (the majority shareholder through the Bothma Trust), and that there had been an irretrievable breakdown in trust and confidence between them. He relied on incidents including the repossession of a vehicle, alleged exclusion from management, alleged misappropriation of funds, and alleged financial mismanagement. Bothma denied these allegations, disputed the existence of any partnership or quasi-partnership, and relied on the shareholders’ agreements (particularly the second agreement of August 2002) which vested control in the majority shareholder. On the return day, the court a quo discharged the provisional winding-up order, finding that the appellant had not discharged the onus of proving on a balance of probabilities that a final winding-up was just and equitable. The appellant appealed to the Supreme Court of Appeal.