Propfokus 49 (Pty) Ltd and Others v Wenhandel 4 (Pty) Ltd

Propfokus 49 (Pty) Ltd sold immovable property (Erf 1410, Kuils River) to Wenhandel 4 (Pty) Ltd in terms of a written agreement concluded on 5 July 2004. The purchase price was R1 000 000 payable on transfer plus two standard separate title dwelling units with a combined minimum value of R800 000 to be transferred to Propfokus or its nominee. The agreement was later amended to exclude sectional title units. Subsequently, the local authority rezoned the property to allow only sectional title development, making delivery of separate title units impossible. Wenhandel sought rectification of the agreement to reflect an alternative purchase price of R1 800 000 in cash, contending that this reflected the parties’ true intention. The Cape High Court granted rectification and ordered transfer. Propfokus appealed to the Supreme Court of Appeal.

The appeal was upheld with costs. The order of the Cape High Court dated 8 December 2005 was set aside and substituted with an order dismissing the application with costs.

The case reaffirms the strict requirements for rectification of written contracts in South African law, particularly the need to prove a common continuing intention that differs from the written document. It also underscores orthodox principles of contractual interpretation and limits attempts to import concepts from trade‑in cases into materially different contractual contexts.