Brouze v Wenneni Investments (20427/2014) [2015] ZASCA 142 (30 September 2015) per Lewis JA (Leach, Pillay, Willis and Dambuza JJA concurring)

The Supreme Court of Appeal allowed the appeal and awarded costs, including the costs of engaging three counsel given the damage to the reputation of the appellants. It was held that the appellants had not been under any duty to disclose certain information and that there was no misrepresentation.

[112]   It is true that ‘there is room in company law for recognition of the fact that behind it, or amongst it, there are individuals, with rights, expectations and obligations inter sewhich are not necessarily submerged in the company structure’: Ebrahimi v Westbourne Galleries Ltd & another [1973] AC 360 (HL) at 379b-c quoted with approval by Hoexter JA in Hulett & others v Hulett [1992] ZASCA 1111992 (4) SA 291 (A) at 307G-I. In that case the court held that the pre-existing bonds of a lengthy friendship and of mutual trust and confidence between three men had resulted in a quasi-partnership. That was hardly the case in this matter.  The relationship between Wenneni and Busby was shortlived and acrimonious.  There was certainly no basis for finding that there was a quasi-partnership.  And in the shareholders agreement clause 25, headed ‘Quasi Partnership’, expressly stated that ‘The relationship between the shareholders as such shall not be construed as that of quasi partners’.