A company has been ordered to honour an R1 million verbal agreement for a share of ownership in a case illuminating the depths of friendship, trust, and ultimately betrayal.

The ruling was recently made by the full bench of the Western Cape High Court after the company appealed the previous ruling.

The judgment shines a light on the business dealings between David Johnson and David Alexandra Kruyer, who met in 2009 before their relationship devolved into a complex legal battle.

The background of the case reveals an intricate tale of a friendship that turned sour between Johnson and Kruyer. The two forged not only a professional partnership but also a personal bond, frequently visiting each other's homes and sharing family meals.

Towards the end of 2012, they engaged in discussions about Kruyer's potential shareholding in Concargo, a logistical and distribution company.

In a pivotal twist, in December 2012, Johnson moved to Johannesburg with the expectation of establishing a new branch of Concargo, with assurances of directorship in the branch.

By the end of April 2013, it was agreed that Johnson would inject R1 million into the firm, in return for a five percent stake. Johnson said he was under the impression that the five percent would come from Kruyer or his wife as they were both shareholders of the company.

As agreed, in July 2013 he paid the R1 million into the company's cheque account. He further testified that the payment was done on Kruyer's instructions.

Despite honoring the payment, Johnson did not receive the five percent shareholding.

In January 2015, he instituted legal action against Kruyer and the other four shareholders who were respondents in the matter.

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In court, Kruyer denied the agreement and claimed the funds were an 'at-risk' investment intended to support the Johannesburg branch rather than a straightforward purchase of shares as Johnson believed.

He further testified that it was his understanding that the payment was made with the objective of funding Concargo Distributions Johannesburg and that the money would be accounted for on a monthly report basis to see what the drawdown was.

In February 2024, the court ruled in favour of Johnson and the judge said: "I find that Johnson has succeeded in establishing the existence of an agreement with Concargo on the terms alleged. It is common cause that Johnson paid the R1 million to Concargo but did not receive the promised shares. He is accordingly entitled to restitution of the amount he paid to Concargo."

Unhappy with the ruling, Concargo appealed the decision and argued that the court erred in its finding.

Kruyer argued their agreement was not finalized and said: "Based on many, many conversations with Mr Johnson, we sort of pieced together in our minds how would envisage or see a relationship... So, we were just putting down ideas of how we envisaged we would deal with each other and what opportunities there may lie in the future."

However, the full bench (three judges) found inconsistencies in Kruyer's evidence and ultimately found Johnson to be a credible witness.

"In my view, it cannot be found that the previous court committed any material or demonstrable misdirection in respect of its factual and credibility findings and there is no basis on which to overturn or interfere with it," said the full bench.

Concargo's application was dismissed with costs.

sinenhlanhla.masilela@iol.co.za

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