IN THE HIGH COURT OF SOUTH AFRICA 
WESTERN CAPE HIGH COURT, CAPE TOWN

In the matter between:    !

and

JUDGMENT DELIVERED ON 20 DECEMBER 2010

[1] This is an opposed application, brought as a matter of urgency, in which an order is sought setting aside a sale of immovable property and ancillary relief.
[2] Applicant is Lancelot Fuelbiz Stellenbosch (Pty) Limited, a company incorporated under the laws of the Republic of South Africa.

[3] Mr Christopher Peter van Zyl (first respondent), Jurgen Steenkamp (second respondent) and Mark Bradley Beginsel (third respondent) are the joint liquidators of the company, Black River (Pty) Limited in liquidation ("Black River"). First, second and third respondents are referred to herein as "the liquidators".

[4] Fourth respondent is Galencia Property (Pty) Limited, a company incorporated under the laws of the Republic of South Africa.

[5] Fifth respondent is Amalgamated Auction (Pty) Limited, a company incorporated under the laws of the Republic of South Africa.

[6] Sixth respondent is the Master of the High Court, Cape Town. Seventh respondent is the Registrar of Deeds, Pretoria. No relief is sought against sixth and seventh respondents.
[7] Black River was liquidated by an order of this court on 28July 2009. The liquidators were appointed as such on 16 October 2009.

[8] As at the date of its liquidation Black River was the owner of, inter alia, the immovable property described as Portion 479 of the Farm Randjesfontein No 405, Registration Division JR. This immovable property will be referred to herein as the Midrand property.

[9] On 4 November 2009 the liquidators sold the Midrand property to applicant at a purchase price of R11.25 million. After applicant had paid the full purchase price to the liquidators but before transfer could be passed, fifth respondent brought an application to restrain the liquidators from transferring the property to applicant and to have the sale to applicant set aside. Fifth respondent contended, inter alia, that the purchase price of R11,25 million was below market value and that the property should have been sold at a public auction.

[10] The application was settled and the settlement was made an order of court in June 2010. Clause 1 thereof recorded that the

application had been withdrawn and clause 2 that the sale agreement between the liquidators and applicant in respect of the Midrand property had been cancelled. The content of clauses 3 and 4 gave rise to the present litigation. They read as follows;

"3.     The property shall be sold by public auction.

[11] The liquidators retained an amount of R9 million of the R11.25 million which had been paid by appellant to them pursuant to the first sale and repaid the balance of R2,25 to applicant.

[12] The Midrand property was auctioned on 15 July 2010 but the highest bidder disappeared and did not sign the conditions of sale or pay the deposit. The liquidators thereafter negotiated with various parties and this resulted in an agreement between the liquidators and fourth respondent, concluded on 31 August 2010, for the sale of the Midrand property to fourth respondent at a purchase price of R10,5 million.

[13] Applicant thereupon launched the present application. It seeks orders that the agreement of sale of the Midrand property between the liquidators and fourth respondent be set aside and that the liquidators be compelled to give effect to the provisions of clause 4 of the settlement agreement that was made an order of court. The application is opposed by the liquidators.

[14] The parties' opposing contentions may be summarised as follows. As the auction of the Midrand property did not realise a gross selling price of R9,000,000.00, applicant contends that it obtained an enforceable right in terms of clause 4 to purchase the property from the liquidators for an amount of R9 million. The liquidators, on the other hand, contend that they obtained an enforceable right to sell the property to applicant for R9 million and that applicant did not obtain a right to purchase it from them for R9 million.

[16] I have come to the conclusion that the liquidators' contention is correct. I say so for the following reasons.

[20] In the result, the application is dismissed with costs.