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In the first instalment of this series I provided an overview of the regulations governing the cloud computing environment created by POPI. In this instalment and the instalments to follow I will look at the conditions for the lawful processing of Personal Information of data subjects (identifiable natural and juristic persons) ("subjects") prescribed by Chapter 3 of POPI, as well as the measures prescribed to give effect to such conditions. I shall refer to these conditions and measures collectively as "the Conditions".

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If the Brexit were a Corporate Transaction....

I was lucky enough to be trained by one of the best (some say the very best) corporate transaction lawyers in the country. While working in his team, much of the time preparing for any transaction was spent making checklists and drawing up spreadsheets. Planning.

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Ugly Ducks, exclusion and Sovereign Foods

This is the second of a two-part post regarding an application that we were instructed to move, seeking an urgent interdict against Sovereign Food Investment Limited.

You will recall that it was the Dissidents' contention that:

  • by crafting all the resolutions in such a manner that they were to be conditional upon and inter-conditional with each other, and
  • by barring dissidents from participation at the New General meeting;

the Dissidents would be effectively disenfranchised.

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1. Introduction

'Cloud computing' is a term commonly used to describe the practice of using a network of remote servers hosted by third-parties ("Cloud Providers") on the Internet to store, manage, and process data, rather than a local server or a personal computer.

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The Courageous Chicken - Sovereign Foods Limited


  1. We were instructed by the intervening parties to approach the court for urgent relief. The relief in question related to the treatment by Sovereign Food Investment Limited, a public company listed on the JSE, of certain dissenting minority shareholders.
  2. This is the first of a two part post. It deals with the issues as we saw them, and is based upon the heads of argument, drafted by Adv Roy Gordon, of the Cap Bar.
  3. The second part of the post will be published in due course, and deals with the judgment of Judge I Stretch of the Port Elizabeth High Court, in so far as it relates to our client. 

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Offer and Acceptance

Accepting an Offer

An acceptance of an offer is a statement of intention. In order to qualify as such, an acceptance must comply with four requirements.

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Claims for Specific Performance

Payment in lieu of performance

In the words of Innes J, Farmers' Co-op Socy (Reg) v Berry 1912 AD 350:

"Prima facie every party to a binding agreement who is ready to carry out his own obligation under it has a right to demand from the other party, so far as it is possible, a performance of his undertaking in terms of the contract . . .

It is true that courts will exercise a discretion in determining whether or not decrees of specific performance should be made. They will not, of course, be issued where it is impossible for the defendant to comply with them. And there are many cases in which justice between the parties can be fully and conveniently done by an award of damages.

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Restraints of Trade - Trade Connections


“No person can be unreasonably prevented from earning a living in the public domain. The right to trade and practice a profession is highly prized. In the workplace, restraint of trade agreements have become valuable tools in the hands of employers, protecting the circulation of their identifiable confidential information and trade secrets by employees post-employment.”[1]

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Procedure cuts both ways...


Presently, I am involved in a matter which is the subject of some publicity. The matter is ongoing, therefore it would be remiss of me to comment on the hearing, however some of the reporting would give readers of this post an idea of some of the challenges that we face.

Nevertheless, the recent judgement handed down by the High Court, Western Cape Division in the matter of City of Cape Town v South African National Roads Agency Limited and others [2015] JOL 34167 (WCC) (AG Binns-Ward and NP Boqwana JJ) deals with some issues that I have touched on before and which are relevant to cases with which I am seized.

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Deregistration of a merging party, pursuant to a Statutory Merger

Last week I shared some of my correspondence with CIPC.  This week, the post, apart from demonstrating Job like patience,  gives an insight into the difference between a deregistration in the ordinary course and a deregistration pursuant to a statutory merger.  (Please note that initials of the CIPC correspondents have been changed.)

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Really? Companies and Intellectual Property Commission


Over the past couple of years, I have had a number of "interesting" interactions with the Companies and Intellectual Property Commission, better known as CIPC. Some of these interactions have left me speechless, disappointed, enraged and/or infuriated.

Some time has  passed since my last interaction with CIPC. The other day I came across an email which made me shudder. The "fond" memories of my interactions with the administrators at CIPC washed over me like a tsunami.

Over the next couple of weeks I will be posting transcripts of my email correspondence with CIPC, for your amusement and instruction.


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Bonds, Covering Bonds and wonky Agreements

Panamo Properties 103 v Land and Agricultural Development Bank of SA [2015] JOL 33259 (SCA)

It started off as a Loan

Panamo Properties 103 (Pty) Limited, Panamo ("Panamo") had approached the Land and Agricultural Development Bank of South Africa, the respondent ("LandBank") for a loan for the purpose of acquiring and developing property. In 2007, the parties entered into a loan agreement whereby LandBank lent Panamo the money sought, which would allow Panamo to acquire certain agricultural properties and then develop a township.

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Electronic Communications Act 36 of 2005 - Interpretation of Statutes

In a judgment handed down at the beginning of October in the matter of Msunduzi Municipality v Dark Fibre Africa (RF) (Pty) Limited [2015] JOL 33535 (SCA) the Supreme Court of Appeal had the opportunity to clarify the interpretation of section 22 of the Electronic Communications Act 36 of 2005 ("ECA").

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The Treatment of Beneficial Interests in the Companies Act 71 of 2008

Teething Problems

With the coming into effect of the new Companies Act, 2008, a number of teething problems have emerged. This may be due to the fact that our Companies Act is an amalgamation of a number of company law traditions which do not necessarily sit well with each other.

This note however identifies an anomaly which relates to the definition of beneficial interest, a passing reference to beneficial interest in section 56(2)(d) and mandatory offer requirements in section 123.

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Let's meet... What's the meeting about?

In my previous post, I shared some thoughts regarding the purpose of procedure. Last week's post initially started off as a piece on procedures relating to shareholders meetings. I digressed somewhat. Nevertheless what follows are some thoughts that I've had in relation to shareholders meetings, how they are called, how they are held and how they are recorded.

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The Purpose of Procedure

In practice, one is often informed of situations where "Mr Jones borrowed money from the company", "the company paid for the shares" or "his wife bought the car from the company, but she hasn't paid the company back yet".

Such seemingly mundane statements make the hair on the back of my neck stand up. I squint at the person sitting across the table. I clear my throat with a small sharp cough and ask: "did you call the meeting and pass the resolutions?"

The inevitable response to this is a quizzical look and "what you mean?"

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The Shapes and Patterns of Law

When I speak to young lawyers, I often say that the law has a shape. I sometimes say that the law is a series of patterns. Fractals.

The purpose of law is to regulate the relationships between individuals, groups of individuals and the state. The law is descriptive inasmuch as it defines certain inalienable rights, as well as the manner in which obligations between persons arise. It sets out rules regarding which arrangements are permissible and which are not. Importantly, it also describes how a person goes about securing a right, retaining a right enforcing a right or vindicating a right.

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A school's obligation in relation to bullying

In passing

In the last two months I have had three clients mention, in passing, that their children had been bullied at school. I am interested in this, since I had drafted the bullying policy for my daughter's school, which takes bullying very seriously.

In each of the three case, the school in question did nothing, or the bare minimum. It seems that in each case the Heads did not want to admit that bullying was happening at their school. They either minimised the effect of the bullying on the victim, or assured the parent that steps had been taken. In all three cases the bullying continued. 

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Independent Contractors vs Employees


Employers often prefer to engage workers as independent contractors. They do this for a number of reasons, namely to manage cash-flow, exploit taxation and labour arbitrage and for operational reasons.

On the one hand, employers are responsible for withholding and paying over PAYE, UIF and other levies. On the other hand, independent contractors are obliged to pay income tax. In the latter case, income tax liability is often minimised by applying expenses in the production of income.

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Can you cancel a contract by email? Of course!

Some of the attorneys to whom I have sent correspondence by email have added me to their e-mailing list. To the (lucky) recipients on this list is sent what might pass as promotional or informative material of legal interest. The email will have a link to the attorney's website and to an article, ostensibly penned by the attorney in question...  The problem is that I send emails to more than one attorney (surprise), so it's a bit embarrassing when I receive promotional emails from different firms, linking to the same article (whoops). 

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