Kahwa v Littlefish App (Pty) Ltd and Others

The applicant, Davith Kahwa, was a co-founder and shareholder in a South African company, Littlefish App (Pty) Ltd, and later also in a related Delaware-incorporated company, Littlefish International Inc, which was created to hold the group’s intellectual property. Following venture capital investment and a suite of transaction agreements concluded in 2023, the applicant’s shareholding was diluted and his future role in the business was left to be determined by the board. The agreements included vesting provisions allowing the company to repurchase his unvested shares for a nominal amount if his continuous service terminated. Relations between the applicant and other founders deteriorated in 2023–2024. The applicant alleged that the respondents acted oppressively and unfairly prejudicially by marginalising him, imposing unacceptable KPIs, threatening his vesting, and attempting to remove him as a director. He sought relief under section 163 of the Companies Act 71 of 2008, including an order compelling certain respondents to purchase his shares in both companies for US$2.68 million, alternatively at fair market value.

The application was dismissed. The applicant was ordered to pay the respondents’ party-and-party costs on scale C.

This judgment provides important High Court authority that section 163 of the Companies Act does not apply to foreign companies, even where they are closely integrated with South African corporate structures. It clarifies that applicants seeking relief under section 163 must place adequate valuation evidence before the court and cannot require the court to determine fair value in the absence of such evidence. The case also reinforces that a breakdown in shareholder relations, without oppressive or unfairly prejudicial conduct infringing a legitimate expectation, is insufficient to trigger section 163 remedies.