Cape Town - The Western Cape High Court has ruled in favour of a son who had sued his late father’s fiancée and life partner over whether he could sit as a director of a firm in which his father owned shares.
The late Dirk Theart controlled a company named Millivent 24CC, a close corporation which holds 13% of the shares in a company called Lorcom Thirteen (Pty) Limited.
When he died on September 21, 2021, an executor was appointed, and his estate became the sole member of Millivent.
Lorcom’s other shareholders are the Ukuloba Trust, which holds 71% of the shares, Dirk’s fiancée Rene Theart, who holds 12% of the shares, and Nongenzeni Mbena, who holds 4%.
A shareholders’ meeting of Lorcom was held on October 28, 2021, and resolved that Rene be appointed as director of Lorcom, with immediate effect.
However, Millivent and/or its executor were not invited to attend the meeting.
Tiron argued that due to the failure to invite all shareholders of Lorcom to the October 28 meeting, Rene’s appointment as director was null and void because the meeting was irregular, and as such Rene and Mbena were incapable of passing the resolution.
In their case, Rene, Mbena and Lorcom had alleged that due to Dirk Theart’s death, and with his being the sole member of Millivent, there was no one to give notice to.
Acting Judge Tessa le Roux said: “I cannot accept this argument as a valid defence as Millivent remained a separate juristic legal entity and as such should have been given notice of the October 28 meeting.”
Tiron also wanted a declaration that a resolution taken by Rene and Mbena, to remove him as a director of Lorcom, be declared of no force and effect.
Rene, Mbena and Lorcom opposed this application and brought a counter-application, which Tiron opposed, in which they wanted him declared a delinquent director.
In her ruling in favour of Tiron, the judge said the provisions of the Companies Act states that notice of any shareholders meeting must be given to all shareholders within a stipulated period before the meeting.
She ruled that any and all actions Rene took after October 28, 2021 “in her purported capacity as a director of third respondent, is declared to be null and void”.