DEFINING THE LIMITS OF THE “OPPRESSION REMEDY” IN THE WAKE OF SECTION 163 OF THE COMPANIES ACT 71 OF 2008 Grancy Properties Limited v Manala [2013] 3 All SA 111 (SCA)

Abstract

The case of Grancy Properties Limited v Manala ([2013] 3 All SA 111 (SCA))was an appeal from the ruling of the Western Cape High Court involving the interpretation and application of section 163 of the Companies Act 71 of 2008. The section allows a shareholder or director of a company to lodge an application for relief in instances of conduct that is oppressive or unfairly prejudicial, or which unfairly disregards the interests of the applicant. The main question for determination by the Supreme Court of Appeal was whether the appellant was entitled to relief in terms of section 163 (2)(f)(i), based on the facts presented in the court below. The significance of section 163 lies in the changes it brings to the “oppression remedy” (this is the common expression used to refer to the remedy provided for in s 163), including widening the scope of the remedy, expanding the discretion given to the courts in issuing an order and making the content of the remedy clearer relative to previous equivalent provisions. The primary question under consideration in this note is whether the section goes far enough in providing protection to minority shareholders and others affected by corporate conduct. The note also examines the overall impact of section 163 and offers suggestions for possible future improvements.