The Commercial Case Law Index is a collection of judgments from African countries on topics relating to commercial legal practice. The collection aims to provide a snapshot of commercial legal practice in a country, rather than present solely traditionally "reportable" cases. The index currently covers 400 judgments from Uganda, Tanzania, Nigeria, Ghana and South Africa.
Get started on finding judgments that are relevant to you by browsing the topic list on the left of the screen. Click the arrows next to the topic names to reveal a detailed list of sub-topics. Most judgments are accompanied by a short summary written by subject-matter expert postgraduate students from the University of Cape Town.
The appellant contended that the respondent, contrary to the decision of the lower court, be held responsible for the debts of a company. The appellant contended that the company was a mere façade, as the respondent was both a shareholder and subscriber of the company. The contract of service between the parties was not in writing. The court held that it is only when the claimant has proved the existence of the contract that the burden will shift to the defendant to prove his denial of its existence.
The main issue was whether the defendant was liable to pay the debts of the company.
In this case, the respondent did not go into the contract as an agent for the company. A company has no soul or body through which it can act, it can only do so through human agents; but which acts they cannot be personally held liable for. The court said that the effect of incorporation and registration of a company, firm etc is to confer on it legal entity as a person separate and distinct from its members. It is a legal person with a personality of its own.
The court went on to state that the appellant failed to show that the findings of the lower court were perverse and not based on the evidence adduced. This is why the appeal failed.