Calcutta HC Confirms KMC Can Revise Property Valuation to Levy Tax In ?11.24 Crore Dispute  ||  Bom HC Cancels Bail of Accused Supplying Fake Medicines, Says it Weakens Public Trust in Healthcare  ||  MP HC: Oral, Anal Sex Between Married Couples Not Punishable under Section 377 IPC  ||  SC Says Respect For Higher Court Orders a Basic Principle, Rebukes Authority For Revisiting Order  ||  SC: Merits of Foreign Arbitral Awards Cannot be Re-Examined During Enforcement Proceedings  ||  SC: Failure to Sign Charge Sheet Doesn’t Invalidate Trial if Charges Were Properly Read to Accused  ||  Delhi HC: Bipolar Disorder Alone Does Not Qualify as Medical Disability Without Benchmark Criteria  ||  Kerala HC: Excommunicating Knanaya Catholics For Marrying Outside the Community is Unconstitutional  ||  Kerala HC: Temporary Use of Religious Land For Public Infrastructure is Not a ‘Transfer’ under Law  ||  P&H HC: Habeas Plea in Child Custody Case Not Maintainable if Child is With Natural Guardian and Safe    

Remo Ventures & Others vs. Cecil van Zyl and Others - (26 Jan 2024)

Non-fulfilment of the suspensive conditions renders the contract void ab initio

Arbitration

Present is an appeal against the judgment and order of the Gauteng Division of the high court, sitting as a court of first instance. The matter concerns the validity of an arbitration agreement to which it related. The arbitration agreement purported to amend an arbitration clause contained in the Sale of Shares Agreement in circumstances where that agreement was void, where, unbeknown to the parties the Sale of Shares Agreement had already lapsed. Arbitration proceedings were conducted in terms of the arbitration agreement and an award was issued. The appeal is with leave of the court a quo.

The issue before the SCA was whether, despite the suspensive condition, the SoS agreement could be interpreted in such a manner as to allow for the existence of the arbitration agreement.

It is clear that, the SoS agreement ought to be treated as having never existed as it lapsed upon the non-fulfilment of the suspensive condition. The whole SoS agreement was moored in the understanding and purpose of the ‘suite of interrelated and interdependent ancillary contracts to give effect to the broad transaction and structure of one business contract.’ As such, any reliance placed on any provision in the lapsed contract is without basis and cannot stand on the simple basis that, in law ‘non-fulfilment of the suspensive conditions renders the contract void ab initio.’

In the absence of any ambiguity in the meaning of the words used in the SoS agreement read with the arbitration agreement, the factual matrix (or context) in which the agreement was concluded, present Court is satisfied that the arbitration agreement did not substitute the SoS agreement in terms of clause 4.2 thereof to revive the SoS Agreement. The SoS agreement also did not survive after the effective date which had come and gone without the fulfilment of the suspensive condition. It therefore follows that the arbitration agreement is a nullity as a result of the SoS agreement being a nullity. The order of the high court is set aside. Appeal is upheld.

Tags : CLAUSE   AGREEMENT   VALIDITY  

Share :        

Disclaimer | Copyright 2026 - All Rights Reserved