Crous v Wynberg Boys High School and Others Case No: 200/2024 [2025] ZASCA 107 (18 July 2025)
Parties
- Appellant: Herman Mercer Crous
- Respondents:
- First: Wynberg Boys High School
- Second: Eastco Travel CC
- Third: Lorraine Fourie
Facts
- Crous and his daughter Fourie were members of Eastco Travel CC. Crous held 49%, Fourie 51%.
- Fourie ran a fraudulent scheme via Eastco: selling airline tickets, cancelling them after purchase, and misappropriating refunds.
- Wynberg Boys High School paid Eastco R638 880 for learner travel; the tickets were never honoured.
- The High Court ordered the corporate veil pierced and held both Fourie and Crous personally liable.
- Crous appealed, arguing he was unaware of the fraud, had not participated in the business since 2013, and had attempted (unsuccessfully) to resign in 2014.
Issue
Does mere membership of a close corporation expose a member to personal liability under section 65 of the Close Corporations Act, when the corporation’s juristic personality is grossly abused?
Law
- Close Corporations Act 69 of 1984
- Section 2(3): Default rule – members not liable merely due to membership.
- Section 65: Court may disregard corporate personality where gross abuse is found—but must specify the person whose conduct caused or contributed to it.
- Sections 63–64: Personal liability depends on active participation in wrongdoing.
- Section 42: Fiduciary duties are owed to the corporation, not the public.
- Case Law:
- Ebrahim v Airport Cold Storage (Pty) Ltd 2008 (6) SA 585 (SCA)
- Natal Joint Pension Fund v Endumeni Municipality 2012 (4) SA 593 (SCA)
Decision
- Appeal upheld.
- The SCA ruled:
- Membership alone does not trigger liability under s 65 — some degree of personal participation in abuse is required.
- No evidence showed Crous was involved in or aware of the fraud.
- The High Court wrongly imposed fiduciary duties to the public on Crous — members owe such duties only to the corporation itself.
- High Court order set aside; Crous held not personally liable.
Judges
- Judgment by Makgoka JA and Tolmay AJA
- Concurred by Weiner, Koen and Baartman JJA
Attorneys
For Appellant (Crous):
- Counsel: E Mann with E Prophy
- Instructed by: S Roux Inc., Pretoria; McIntyre Van Der Post, Bloemfontein
For First Respondent (School):
- Counsel: B J Manca SC with D Robertson
- Instructed by: Dorrington Jessop Inc., Cape Town; Webbers Attorneys, Bloemfontein