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ARTICLE · 02 APRIL 2025

SCA Ruling: Ownership Requires Proof, Not Just Assertion

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In the case of Haralambos Prokas N O and Others v Zoviflo (Pty) Ltd, the Supreme Court of Appeal ("SCA") had to determine whether Zoviflo (Pty) Limited ("Zoviflo") had established...

South AfricaLitigation, Mediation & Arbitration
Aslam Moosajee
Aslam Moosajee
Olonathando Nxumalo
Olonathando Nxumalo
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In the case of Haralambos Prokas N O and Others v Zoviflo (Pty) Ltd, the Supreme Court of Appeal ("SCA") had to determine whether Zoviflo (Pty) Limited ("Zoviflo") had established that it owned 80% of the issued shareholding in Prinia Investment Capital (Pty) Limited ("PIC"). The Johannesburg High Court found that it did. The issue of ownership of 80% of the shareholding in PIC allegedly arose from a Nominee Shareholders Agreement ("the NSA") read with a Joint Venture Agreement ("the JVA") which acccording to Mr Mepha (the alleged sole director of Zoviflo), were concluded between the Prinia Heritage Trust ("the Trust"), Zoviflo and ZJ Purchase Assist (Pty) Limited ("ZJ").

In determining the question of ownership of the shareholding, three issues arose:

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