A Midrand shopping centre has a lease with Spar. The lease terminates at the end of April. A month before, Spar exercises a right to renew the lease. But the lease requires six months’ notice, and, by March, the shopping centre concluded a lease with Shoprite from the beginning of May. Spar refuses to leave, arguing that it already exercised its renewal right last October. The shopping centre asks for an urgent ejectment. Spar: You should have joined, amongst others, Shoprite. Gauteng Division, Johannesburg: Shoprite may be interested in flogging its wares to the people of Midrand, but that’s not a legal interest in Spar’s ejectment. Spar: ok what about the arbitration clause in the option agreement? Court: the owner of the shopping centre is not a party to that agreement, and there’s no arbitration clause in the lease. Spar: ok but we exercised our renewal option back in October. Court: your letter just says you have an option to renew and that exercising the option is subject to approval by your internal leases committee—telling someone you have a right isn’t the same as telling them you’re exercising the right. Out you go.

Debtor has loans with effective annual interest rates of between 30% to 50%. Debtor: usury! Gauteng Division, Johannesburg: nope, the SCA says usury requires proof of extortion or oppression or something akin to fraud. Pay up.

 From the UK: if a director subjectively believes that doing something is in the company’s best interests, can he pursue that goal come what may, or do his fiduciary duties limit how he goes about it? Mr Costa is a director of Spring Media. Spring Media and its shareholders (including Saxon Woods) are chasing an exit strategy. Everyone (Spring Media, its shareholders, its directors) agreed that the exit should happen before 2019. Everyone except Mr Costa. Not subscribing to the wisdom of the crowd, Mr Costa thinks an exit after 2019 will make everyone more money, but he seems to keep his view to himself. Spring Media puts Mr Costa in charge of the exit. Mr Costa filibusters the exit and keeps the other directors out the loop. 2019 turns into 2020 without an exit. Covid comes along and the exit door is slammed shut. Saxon Woods: Mr Costa’s shenanigans, even if genuine, breached his fiduciary duties. Mr Costa: section 172 of the Companies Act says I must act in a way that I consider, in good faith, to promote the success of the company, so my fiduciary duties control only what I think is best for the company, not how I go about achieving it—even if the means to the end involve deceiving my fellow directors (for their own good). Supreme Court: nice try, but someone once said something about paving roads with good intentions.

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