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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, os...
Independent Contractors vs Employees
INTRODUCTION
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, UI...
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 q...
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 in...
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 ...
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...
Proxies, Quora, Resolutions, Voting and Minutes
Last week...
I left off with the material to be considered at the meeting. I will take up this afternoon proxies, special majorities, quora, adjournments and minutes.
Proxy
It may be that a shareholder is unable to attend the meeting. It is only fair that a shareholder who is unable to attend sh...
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...
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...
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 purp...
Really? Companies and Intellectual Property Commission
BACKGROUND
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 las...
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...
Procedure cuts both ways...
INTRODUCTION
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,...
Restraints of Trade - Trade Connections
RESTRAINTS OF TRADE
“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...
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 un...
Repudiation is not a matter of intention, but a matter of perception.
RepudiationRepudiation or anticipatory breach of a contract as it is otherwise known, gives rise to a right to cancel the contract. The party who wishes to rely upon the repudiated contract must allege and prove the allegation of repudiation.
...
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.
...
The Courageous Chicken - Sovereign Foods Limited
INTRODUCTION
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.
This is the first of a two pa...
The cloud's the limit
CLOUD COMPUTING AND POPI | WHAT YOU NEED TO KNOW
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 o...
Curb your Enthusiasm - The Value of a well drafted Agreement
Ask any person who has funded litigation how much they would have been prepared to pay in order to avoid the dispute and the associated costs. With the benefit of hindsight, they would say "a lot".
...
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 b...
The First Condition: The Accountability Requirement
CHAPTER 3 OF POPI
CONDITIONS FOR THE LAWFUL PROCESSING OF PERSONAL INFORMATION
THE CONDITIONS
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...
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.
...