Mantis Investments Holdings vs. De Jager N O

South Africa

18.10.2023

Commercial

Where a Master admits a claim, it cannot subsequently alter the decision

Present appeal emanated from an order of the high court that, the Appellants were not entitled to contest the claims proved by the Eastern Cape Development Corporation (ECDC) in the liquidation of No. 1 Watt Street (Pty) Ltd (Watt Street). The case has its genesis in an action which the liquidators instituted against the Appellants to set aside a collusive disposition of the assets of Watt Street.

ECDC advanced money to Bushman Sands Development (Pty) Ltd (Bushman Sands), and Watt Street bound itself as surety and co-principal debtor with Bushman Sands to ECDC. ECDC instituted action against Bushman Sands and Watt Street after Bushman Sands defaulted on their loan to ECDC. Mantis Investment Holdings (Pty) Ltd (Mantis), being a shareholder of Watt Street, applied for the liquidation of Watt Street and shortly before the trial, Mantis claimed that it was a creditor of Watt Street for certain unsecured and interest free loans advanced to Watt Street.

ECDC and Mantis managed to prove their claims against Watt Street in terms of Section 44 of the Insolvency Act, 1936, and the claims were accepted by the Master of the High Court after Watt Street was ultimately placed in final winding-up. The high court found that the decision of the Master to accept a claim under Section 44 of the Act constitutes administrative action, which existed and continued to have legal consequences until and unless it is reviewed and set aside in terms of Section 151 of the Act.

Section 44 dealt comprehensively with the procedure for the proof of liquidated claims against an insolvent estate. Where a Master admits a claim, it cannot subsequently alter the decision. If a liquidator was unsatisfied with the Master’s decision, a court could be approached to review the matter in terms of Section 151 of the Act. This Court found that since no steps were taken to review the Master’s decision, the claim became conclusive and enforceable against the company in liquidation. Consequently, the Supreme Court held that, where a party is aggrieved by a decision of the Master to admit proof of a claim against an insolvent estate, such party is limited to the remedy of a review under Section 151 of the Act.

ECDC is a creditor with a proved claim that is enforceable against Watt Street. That decision has not been set aside on review. It therefore stands. The appellants, however, seek to avoid this legal consequence by contending that it is incumbent on the liquidators to establish, as a pre-requisite to their claim that, at the date of institution of the action ECDC was, and is, a creditor in respect of the amount claimed. To require this of the liquidators, in the face of ECDC’s pre-existing proved claim, is to negate the comprehensive set of measures in the Act to protect creditors. Appeal dismissed.

Tags : Disposition Assets Claim

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