Cape court orders settlement in case over company shares that caused 13-year family feud
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Judge Mas-Udah Pangarker said the dispute arose as a result of De Cerff not sticking to the agreement. File picture: Armand Hough/African News Agency (ANA)
Cape Town - The Western Cape High Court has ordered a settlement in a 13-year-old dispute between an estranged brother and sister, Deborah Heinrich and Charles de Cerff, over shares in a Cape Town company.
The shares were in a company known as Expertool Manufacturing Pty Ltd, of which De Cerff and his deceased brother-in-law Kevin Heinrich, who died in January 2009, were joint shareholders and directors.
In December 2003, Kevin Heinrich and De Cerff entered into a written buy and sell agreement for shareholders which provided for the sale of the shares in the company in the event of the death or disability of a shareholder.
The company’s cumulative shareholding was 120 shares, of which Kevin Heinrich held 57 shares.
In the terms of the agreement, the shareholders effected certain life assurance policies in order to ensure that all or a substantial part of the purchase price of the shares would be available immediately on the death or disability of a shareholder.
By the time Kevin Heinrich died, he had a debit loan account in the company of R2.3 million, which in terms of the buy and sell agreement meant De Cerff as the surviving shareholder became liable to pay to the company.
The R2.3 million was thus deductible from the purchase price of the shares.
In May 2009, De Cerff paid R5 million to the deceased estate as part payment towards the purchase price of the deceased’s shares in the company.
In June 2009, De Cerff and a Mr Knoetze, the executor of Kevin Heinrich’s estate, concluded an oral agreement in which all amounts owing by De Cerff to the deceased’s estate would be paid directly to Deborah Heinrich as heir of her late husband’s estate.
Knoetze was subsequently removed by the Master of the High Court in March 2011 and replaced by Deborah.
Meanwhile, in September 2009, a firm of chartered accountants valued the shareholding in the company at R24.4 million as at the deceased’s death, and at R27.8 million as at October 1, 2009.
Judge Mas-Udah Pangarker said the dispute arose as a result of De Cerff not sticking to the agreement.
Between January 2009 and February 2012, De Cerff made direct ad hoc payments of R1.8 million to his sister and her family.
In September/October 2009, De Cerff tried to secure funding from the National Empowerment Fund (NEF) for the company. However, the NEF deal did not materialise and the company was liquidated in 2012.
De Cerff’s last payment to his sister occurred in February 2012 and when no more money was forthcoming, she undertook a civil action against her brother.
Passing judgment in the case, Judge Pangarker, said: “This matter has certainly dragged on and in total, the plaintiff has waited 13 years for what is owed to her.”
The judge said the protracted civil action has been characterised by De Cerff’s various changes in legal representation and his numerous applications for postponements.
mwangi.githahu@inl.co.za