Project thunder shareholder liquidating trust
, the first respondent company whose main asset was an 11% shareholding in Ntsimbintle Mining (Pty) Ltd worth R132 million.
The warring parties were equipollent at management and shareholder level.
The appellants were unwilling to consent to the respondents selling their shares or to meet to discuss a reasonable basis for their leaving the company.
The appellants considered disinvestment before Ntsimbintle began mining and disposing of its minerals as likely to diminish the full value of their long-term investment.
The answer to this question emerges from certain principles distilled from the cases which have considered the just and equitable ground since The ground is usually applied in four situations: (1) where there has been a disappearance of substratum; (2) where there exists justifiable lack of confidence among members; (3) where, in practical terms, the relationship resembles that of a partnership and lacks the protection of a more formal corporate structure; and (4) where the parties are deadlocked.
The partnership analogy and deadlock are commonly relied upon to justify judicial intervention.
The rights of the shareholders to dispose of their shares were limited so that a shareholder could not sell its shares without the approval of other shareholders.