G Phadziri & Sons (Pty) Ltd v Do Light Transport (Pty) Ltd and Another

The appellant, G Phadziri & Sons (Pty) Ltd, and the first respondent, Do Light Transport (Pty) Ltd, are bus operators in Limpopo. Phadziri held operating licences issued by the Limpopo Department of Transport but could no longer provide effective services. In September 2010, after an initial bilateral agreement was disapproved, the parties and the Department concluded a tripartite agreement under which Do Light would act as Phadziri’s subcontractor on specified routes (Maila and Vleifontein to Makhado), with Phadziri ceding the relevant licences. The agreement was to terminate upon the introduction of integrated public transport services in the Vhembe District. The agreement operated without dispute for nearly eight years. In 2018, Phadziri claimed the agreement had terminated and resumed operating on the routes. Do Light obtained an interdict and declaratory relief in the High Court, which upheld the validity and enforceability of the tripartite agreement. Phadziri appealed to the Supreme Court of Appeal.

The appeal was dismissed with costs.

The case reaffirms South African principles of contractual interpretation favouring contextual, commercially sensible constructions and the preservation of agreements seriously entered into. It clarifies that missing annexures do not necessarily render a contract void for vagueness and underscores the strict requirements for implying tacit terms, particularly where they would conflict with express provisions.