Lawrence v Lawrich Motors (Pty) Ltd

• Jurisdiction: South Africa
• Judge: Murray J
• Judgment Date: 29 April 1948
• Hearing Date: 20 April 1948
• Court: Witwatersrand Local Division

Murray, J.:

The present application is one for an order placing the respondent company under compulsory liquidation on the ground that it is just and equitable that the company be wound up inasmuch as a complete deadlock has arisen between the only two directors and shareholders of the company, viz. the applicant and one Arthur Richards. There are in the main two grounds upon which the applicant rests his case: (a) That owing to the commission of adultery by Richards with applicant's wife the continued association of himself and Richards in the conduct of the business of the company has become impossible; (b) that the

Murray J

business of the company has become dormant; its assets total £1,025 and its liabilities £1,195 (including a claim of £1,175 due to the applicant); it has no means of satisfying such excess of liabilities over assets and is in fact insolvent.

At the present moment I am concerned only with the first of these two grounds, which has been argued before me by counsel on both sides. The second ground, as also the admissibility of certain replying affidavit tendered by Richards, has not yet been argued.

In regard to the first ground it is admitted by Richards, who is opposing the order for liquidation asked for, that about October, 1947, the applicant left the Union for a visit overseas and during his absence Richards, as managing director of the respondent company, was in sole control thereof; during such period Richards was also an employee of Windsor Motors (Pty.) Ltd., another business controlled by the applicant, having been appointed as such employee by applicant in or about May, 1946. It is also admitted that after applicant's return Richards on 8th February, 1948, admitted to applicant in the presence of their respective wives that he, Richards, had twice committed adultery with Mrs. Lawrence, the applicant's wife, during the week ending 23rd December, 1947. Richards also states that the applicant thereupon stated that unless Richards left Johannesburg, he, the applicant, would shoot him and if Richards set foot on the premises of either business he would do so at his own peril. On 9th February Richards was summarily dismissed by the applicant from his employment at Windsor Motors Ltd.; in respect of such dismissal Richards has threatened action for damages. Richards also admits that after 8th February he remained away from the respondent company's business until 1st March when he proceeded there and has since maintained his rights to be and conduct business there.

Counsel for Richards has conceded that if the present were a case of partnership in its ordinary sense the commission by one partner of adultery with the...